N-CSR 1 a08-8399_1ncsr.htm N-CSR

 

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

(Exact name of registrant as specified in charter)

 

40 Rowes Wharf, Boston, MA

 

02110

(Address of principal executive offices)

 

(Zip code)

 

Scott E. 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:

02/29/08

 

 

Date of reporting period:

02/29/08

 

 


 


 

Item 1. Reports to Stockholders.

 

The annual reports for each series of the registrant for the periods ended February 29, 2008 are filed herewith.

 



GMO Developed World Stock Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Developed World Stock Fund

(A Series of GMO Trust)

Portfolio Managers

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 Developed World Stock Fund returned -1.7% for the fiscal year ended February 29, 2008, as compared to -0.5% for the MSCI World Index. The Fund was invested substantially in global equity securities throughout the period.

Stock selection had a negative impact on relative performance. Holdings Royal Bank of Scotland, U.S.-based Countrywide Financial, and Home Depot underperformed and were among the most significant detractors from returns. Among the contributors were holdings in U.S. oil companies ConocoPhillips and Chevron, and German automaker Volkswagen, all of which outperformed.

Among GMO's global quantitative stock selection disciplines, only stocks ranked highly by momentum outperformed significantly. Those stocks favored by quality-adjusted value or intrinsic value underperformed.

Country allocation had minimal impact on relative performance. Among country positions, the positive impact of our overweight to Germany was largely offset by the negative impact from our underweight to Canada.

Currency allocation had a positive impact on relative performance as an underweight in the U.S. dollar and an overweight in the Swiss franc added value. The U.S. dollar weakened relative to most foreign currencies, which boosted returns for U.S. investors. The MSCI World Index returned almost 6% more in U.S. dollar terms than in local currency.

Sector weightings had a slight positive impact on performance relative to the index. During the period, an overweight to Energy and an underweight to Financials helped while underweights to Consumer Staples and Materials detracted.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .25% on the purchase and .25% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited. Performance for Class IV will vary due to different fees.



GMO Developed World Stock Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     95.0 %  
Short-Term Investments     4.2    
Preferred Stocks     0.5    
Forward Currency Contracts     0.4    
Futures     (0.5 )  
Other     0.4    
      100.0 %  
Country Summary   % of Equity Investments  
United States     47.9 %  
United Kingdom     12.0    
Japan     9.7    
France     7.3    
Germany     5.9    
Singapore     3.1    
Italy     2.3    
Netherlands     2.1    
Switzerland     1.9    
Finland     1.5    
Hong Kong     1.4    
Australia     1.4    
Canada     1.3    
Belgium     0.8    
Norway     0.6    
Spain     0.4    
Sweden     0.2    
Ireland     0.2    
      100.0 %  

 


1



GMO Developed World Stock Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     18.3 %  
Energy     13.9    
Health Care     13.5    
Industrials     12.0    
Consumer Discretionary     10.7    
Information Technology     9.4    
Consumer Staples     7.8    
Materials     7.4    
Utilities     4.1    
Telecommunication Services     2.9    
      100.0 %  

 


2




GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 95.0%  
        Australia — 1.3%  
    52,039     BHP Billiton Ltd     1,882,917    
    12,925     Commonwealth Bank of Australia     500,506    
    196,337     Qantas Airways Ltd     763,598    
    482,886     Telstra Corp Ltd     2,170,757    
    27,889     Woodside Petroleum Ltd     1,458,359    
    Total Australia     6,776,137    
        Belgium — 0.8%  
    5,499     Belgacom SA     263,358    
    65,157     Dexia     1,531,846    
    59,770     Fortis     1,320,464    
    11,684     Inbev NV     1,056,014    
    Total Belgium     4,171,682    
        Canada — 1.2%  
    17,464     BCE Inc     632,909    
    16,700     Canadian Natural Resources     1,251,503    
    12,500     Canadian Pacific Railway Ltd     908,560    
    12,300     EnCana Corp     937,637    
    10,000     Potash Corp of Saskatchewan Inc     1,589,840    
    8,000     Research In Motion Ltd *      833,366    
    Total Canada     6,153,815    
        Finland — 1.5%  
    23,739     Fortum Oyj     991,165    
    7,000     Metso Oyj     364,196    
    162,226     Nokia Oyj     5,828,395    
    7,904     Rautaruukki Oyj     344,617    
    Total Finland     7,528,373    

 

See accompanying notes to the financial statements.


3



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        France — 7.0%  
    5,400     Alstom     1,134,861    
    34,089     Arcelor Mittal     2,588,325    
    56,561     BNP Paribas     5,056,548    
    8,560     Bouygues     584,650    
    12,745     Casino Guichard-Perrachon SA     1,441,551    
    22,577     Cie de Saint-Gobain     1,764,944    
    4,686     CNP Assurances     515,628    
    13,591     Credit Agricole SA     368,653    
    19,898     Electricite de France     1,855,886    
    31,938     France Telecom SA     1,072,128    
    3,795     Lafarge SA     656,045    
    3,825     Michelin SA Class B     376,725    
    22,493     Peugeot SA     1,709,901    
    6,543     Renault SA     699,097    
    61,155     Sanofi-Aventis     4,520,128    
    10,892     Societe Generale     1,165,435    
    2,723     Societe Generale NV (New Shares) *      299,213    
    129,891     Total SA     9,781,317    
    8,534     Vinci SA     589,279    
    Total France     36,180,314    
        Germany — 5.2%  
    34,795     Altana AG     810,521    
    18,294     BASF AG     2,339,356    
    15,278     Bayer AG     1,175,786    
    2,027     Beiresdorf AG (Bearer)     160,471    
    27,064     Daimler AG (Registered) (a)      2,253,720    
    9,696     Deutsche Boerse AG     1,542,876    
    24,593     Deutsche Post AG (Registered)     814,822    
    14,335     E.ON AG     2,698,934    
    27,825     Hannover Rueckversicherungs AG (Registered) (a)      1,328,350    
    13,134     MAN AG     1,732,391    
    10,243     Muenchener Rueckversicherungs AG (Registered)     1,802,249    
    5,973     RWE AG     723,123    
    6,785     Salzgitter AG     1,189,288    

 

See accompanying notes to the financial statements.


4



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Germany — continued  
    14,665     Siemens AG (Registered)     1,870,142    
    41,771     Suedzucker AG     920,876    
    38,793     ThyssenKrupp AG     2,230,883    
    14,178     Volkswagen AG     3,228,256    
    Total Germany     26,822,044    
        Hong Kong — 1.3%  
    37,200     Bank of East Asia Ltd     199,807    
    232,500     CLP Holdings Ltd     1,817,482    
    61,100     Esprit Holdings Ltd     767,845    
    101,000     Hang Seng Bank Ltd     1,911,746    
    180,500     Hong Kong Electric Holdings Ltd     1,022,213    
    59,000     Hong Kong Exchanges and Clearing Ltd     1,120,827    
    Total Hong Kong     6,839,920    
        Ireland — 0.2%  
    54,236     Bank of Ireland     762,948    
        Italy — 2.2%  
    67,700     Enel SPA     730,510    
    284,772     ENI SPA     9,833,528    
    46,728     Fiat SPA     987,657    
    Total Italy     11,551,695    
        Japan — 9.2%  
    23,900     Alps Electric Co Ltd     279,277    
    157,000     Cosmo Oil Co Ltd     518,801    
    8,700     Eisai Co Ltd     313,761    
    139,000     Fuji Heavy Industries Ltd     606,384    
    110,600     Honda Motor Co Ltd     3,376,102    
    31,100     Hoya Corp     789,098    
    127,000     Isuzu Motors Ltd     578,325    
    192,000     Itochu Corp     2,021,829    
    18,800     JFE Holdings Inc     837,686    

 

See accompanying notes to the financial statements.


5



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — continued  
    84,000     Kawasaki Kisen Kaisha Ltd     852,097    
    3,400     Keyence Corp     793,325    
    36,400     Komatsu Ltd     924,724    
    28,000     Konica Minolta Holdings Inc     396,680    
    265,000     Marubeni Corp     2,006,342    
    75,800     Mitsubishi Corp     2,312,695    
    35,000     Mitsubishi Estate Co Ltd     852,967    
    82,000     Mitsui & Co     1,783,290    
    27,000     Mitsui Chemicals Inc     191,447    
    59,000     Mitsui OSK Lines Ltd     766,285    
    6,200     Nintendo Co Ltd     3,086,953    
    91,500     Nippon Mining Holdings Inc     541,941    
    202,000     Nippon Oil Corp     1,377,978    
    63,000     Nippon Yusen KK     582,147    
    246,000     Nissan Motor Co     2,212,271    
    520     NTT Docomo Inc     761,836    
    13,000     Olympus Corp     380,661    
    339,000     Osaka Gas Co Ltd     1,360,186    
    40,000     Ricoh Company Ltd     642,405    
    86,000     Seven & I Holdings Co Ltd     2,138,413    
    33,600     Shin-Etsu Chemical Co Ltd     1,813,270    
    72,200     Showa Shell Sekiyu KK     732,486    
    234,200     Sojitz Corp     877,905    
    30,600     SUMCO Corp     676,676    
    83,300     Sumitomo Corp     1,197,954    
    114,000     Sumitomo Metal Industries Ltd     482,913    
    168,000     Taisei Corp     442,944    
    32,000     Taisho Pharmaceutical Co Ltd     652,108    
    49,600     Takeda Pharmaceutical Co Ltd     2,767,632    
    8,300     TDK Corp     589,987    
    19,100     Tokyo Electric Power Co Inc     490,719    
    245,000     Tokyo Gas Co Ltd     1,099,015    
    80,000     TonenGeneral Sekiyu KK     759,477    
    97,000     Toshiba Corp     727,571    
    40,000     Toyota Tsusho Kaisha     1,015,457    
    Total Japan     47,612,020    

 

See accompanying notes to the financial statements.


6



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Netherlands — 2.0%  
    126,570     Aegon NV     1,890,259    
    40,344     Heineken NV     2,275,421    
    168,039     ING Groep NV     5,584,221    
    12,819     Koninklijke DSM     564,119    
    Total Netherlands     10,314,020    
        Norway — 0.6%  
    99,850     StatoilHydro ASA     3,042,560    
        Singapore — 2.9%  
    312,000     Capitaland Ltd     1,378,423    
    116,000     City Developments Ltd     973,563    
    161,000     Keppel Corp Ltd     1,213,161    
    296,000     Oversea-Chinese Banking Corp     1,596,775    
    269,000     Sembcorp Industries Ltd     904,464    
    133,200     Singapore Airlines Ltd     1,444,813    
    187,000     Singapore Exchange Ltd     1,088,083    
    400,000     Singapore Technologies Engineering Ltd     967,180    
    1,383,600     Singapore Telecommunications     3,743,625    
    138,000     United Overseas Bank Ltd     1,749,758    
    Total Singapore     15,059,845    
        Spain — 0.3%  
    19,586     Repsol YPF SA     675,651    
    37,691     Telefonica SA     1,090,647    
    Total Spain     1,766,298    
        Sweden — 0.2%  
    18,900     Electrolux AB Series B     303,253    
    50,700     Svenska Cellulosa AB Class B     832,226    
    Total Sweden     1,135,479    

 

See accompanying notes to the financial statements.


7



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Switzerland — 1.8%  
    88,709     ABB Ltd     2,210,124    
    1,800     Alcon Inc     260,514    
    91,629     Novartis AG (Registered)     4,525,812    
    7,273     Zurich Financial Services AG     2,273,621    
    Total Switzerland     9,270,071    
        United Kingdom — 11.5%  
    97,050     AstraZeneca Plc     3,627,477    
    130,007     Aviva Plc     1,567,032    
    457,988     Barclays Plc     4,292,410    
    58,859     Barratt Developments Plc     476,197    
    57,472     BG Group Plc     1,354,672    
    42,552     BHP Billiton Plc     1,361,243    
    31,369     Centrica Plc     200,285    
    195,072     DSG International Plc     243,850    
    273,298     GlaxoSmithKline Plc     5,965,696    
    298,628     HBOS Plc     3,548,584    
    138,286     HSBC Holdings Plc     2,090,508    
    34,535     J Sainsbury Plc     242,122    
    79,468     Kesa Electricals Plc     335,726    
    115,877     Kingfisher Plc     299,122    
    416,960     Lloyds TSB Group Plc     3,726,933    
    30,540     Next Plc     774,553    
    513,016     Old Mutual Plc     1,267,202    
    41,797     Persimmon Plc     607,273    
    18,811     Reckitt Benckiser Group Plc     1,014,689    
    29,714     Reed Elsevier Plc     373,980    
    40,264     Rio Tinto Plc     4,530,005    
    1,005,778     Royal Bank of Scotland Group     7,604,211    
    42,206     Royal Dutch Shell Group Class A (Amsterdam)     1,509,268    
    138,376     Royal Dutch Shell Plc A Shares (London)     4,947,823    
    140,677     Taylor Woodrow Plc     476,015    
    191,171     Tomkins Plc     640,949    
    34,562     Unilever Plc     1,088,920    

 

See accompanying notes to the financial statements.


8



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued  
    17,316     United Utilities Plc     237,111    
    1,043,762     Vodafone Group Inc     3,360,307    
    41,001     Wolseley Plc     501,731    
    11,111     Xstrata Plc     866,773    
    Total United Kingdom     59,132,667    
        United States — 45.8%  
    30,700     3M Co.     2,406,880    
    21,400     Abbott Laboratories     1,145,970    
    15,000     Abercrombie & Fitch Co.-Class A     1,162,950    
    17,700     Accenture Ltd.     623,925    
    13,700     ACE Ltd.     770,488    
    17,200     Adobe Systems, Inc. *      578,780    
    11,800     Aflac, Inc.     736,438    
    38,200     Allstate Corp. (The)     1,823,286    
    63,000     Altria Group, Inc.     4,607,820    
    13,600     Amazon.com, Inc. *      876,792    
    30,700     American International Group, Inc.     1,438,602    
    4,000     AmerisourceBergen Corp.     166,880    
    14,600     Amphenol Corp.-Class A     539,762    
    7,600     Anadarko Petroleum Corp.     484,424    
    11,600     Apache Corp.     1,330,636    
    14,200     Apollo Group, Inc.-Class A *      871,596    
    37,900     Apple, Inc. *      4,738,258    
    9,900     Ashland, Inc.     437,283    
    17,954     AT&T, Inc.     625,338    
    42,200     Automatic Data Processing, Inc.     1,685,890    
    29,500     AutoNation, Inc. *      429,815    
    18,300     Avon Products, Inc.     696,498    
    121,783     Bank of America Corp.     4,839,656    
    7,600     Bard (C.R.), Inc.     720,404    
    12,500     Baxter International, Inc.     737,750    
    7,400     Bear Stearns Cos. (The), Inc.     590,964    
    14,100     Becton Dickinson & Co.     1,274,922    

 

See accompanying notes to the financial statements.


9



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United States — continued  
    39,000     Bed Bath & Beyond, Inc. *      1,105,260    
    41,200     Best Buy Co., Inc.     1,772,012    
    51,300     Boston Scientific Corp. *      645,867    
    4,300     Bunge Ltd.     476,612    
    32,800     Capital One Financial Corp.     1,509,784    
    42,700     Centerpoint Energy, Inc.     626,836    
    18,000     CH Robinson Worldwide, Inc.     913,860    
    70,305     Chevron Corp.     6,092,631    
    14,700     Cigna Corp.     655,326    
    117,900     Citigroup, Inc.     2,795,409    
    22,800     Citrix Systems, Inc. *      750,804    
    1,100     CME Group, Inc.     564,630    
    11,600     CNA Financial Corp.     309,140    
    41,200     Coach, Inc. *      1,249,184    
    88,600     Coca-Cola Co. (The)     5,179,556    
    26,800     Computer Sciences Corp. *      1,164,460    
    20,000     Compuware Corp. *      159,200    
    102,453     ConocoPhillips     8,473,888    
    22,000     Convergys Corp. *      317,680    
    25,400     Corning, Inc.     590,042    
    77,500     Countrywide Financial Corp.     489,025    
    12,000     CSX Corp.     582,240    
    9,600     Cummins, Inc.     483,648    
    60,800     D.R. Horton, Inc.     853,024    
    10,200     Danaher Corp.     756,330    
    22,200     Deere & Co.     1,891,662    
    14,900     Dow Chemical Co. (The)     561,581    
    22,800     DTE Energy Co.     907,668    
    30,300     Duke Energy Corp.     531,462    
    6,100     Eaton Corp.     491,843    
    13,300     Ecolab, Inc.     622,307    
    12,300     Eli Lilly & Co.     615,246    
    78,500     EMC Corp. *      1,219,890    
    10,600     Emerson Electric Co.     540,176    

 

See accompanying notes to the financial statements.


10



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United States — continued  
    22,700     Energy East Corp.     604,955    
    1,600     Everest Re Group Ltd.     155,008    
    20,600     Expeditors International of Washington, Inc.     809,992    
    8,600     Express Scripts, Inc. *      508,260    
    57,900     Exxon Mobil Corp.     5,037,879    
    31,300     Fannie Mae     865,445    
    14,600     Fastenal Co.     593,636    
    31,192     Fidelity National Title Group, Inc.-Class A     549,291    
    20,100     First American Corp.     700,083    
    37,850     First Marblehead Corp. (The)     455,336    
    6,000     First Solar, Inc. *      1,231,200    
    18,200     Fiserv, Inc. *      957,684    
    5,600     Fluor Corp.     779,800    
    14,500     Forest Laboratories, Inc. *      576,665    
    11,100     FPL Group, Inc.     669,219    
    7,000     Franklin Resources, Inc.     660,590    
    10,600     Freeport-McMoRan Copper & Gold, Inc.     1,069,116    
    30,100     Gannett Co., Inc.     907,515    
    8,200     Garmin Ltd.     481,422    
    14,300     General Dynamics Corp.     1,170,455    
    13,700     Genuine Parts Co.     565,125    
    33,800     Genworth Financial, Inc.-Class A     783,484    
    7,300     Goodrich Corp.     432,379    
    7,600     Google, Inc.-Class A *      3,580,968    
    26,700     Harley-Davidson, Inc.     992,172    
    13,200     Hartford Financial Services Group, Inc.     922,680    
    16,800     Hess Corp.     1,565,424    
    43,000     Hewlett-Packard Co.     2,054,110    
    172,800     Home Depot, Inc.     4,587,840    
    19,100     Honeywell International, Inc.     1,099,014    
    32,300     Illinois Tool Works, Inc.     1,584,961    
    102,100     Intel Corp.     2,036,895    
    15,100     International Business Machines Corp.     1,719,286    
    6,200     Jacobs Engineering Group, Inc. *      497,798    

 

See accompanying notes to the financial statements.


11



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United States — continued  
    24,100     Janus Capital Group, Inc.     583,702    
    246,400     Johnson & Johnson     15,266,944    
    14,400     Johnson Controls, Inc.     473,184    
    22,300     Juniper Networks, Inc. *      598,086    
    16,700     KB Home     399,631    
    42,400     Kimberly-Clark Corp.     2,763,632    
    14,500     Kohl's Corp. *      644,380    
    53,335     Kraft Foods, Inc.     1,662,452    
    32,800     Lennar Corp.-Class A     610,408    
    13,100     Lexmark International, Inc. *      432,693    
    11,200     Lincare Holdings, Inc. *      364,000    
    7,400     Loews Corp. - Carolina Group     557,146    
    140,400     Lowe's Cos., Inc.     3,365,388    
    14,000     Marathon Oil Corp.     744,240    
    4,400     Mastercard, Inc.-Class A     836,000    
    41,400     McDonald's Corp.     2,240,154    
    27,300     McGraw-Hill Cos., Inc.     1,117,389    
    15,200     Medco Health Solutions, Inc. *      673,512    
    30,700     Medtronic, Inc.     1,515,352    
    10,200     MEMC Electronic Materials, Inc. *      778,056    
    112,400     Merck & Co., Inc.     4,979,320    
    12,600     Merrill Lynch & Co., Inc.     624,456    
    16,300     MGIC Investment Corp.     241,403    
    59,500     Microsoft Corp.     1,619,590    
    14,700     Mirant Corp. *      543,900    
    22,400     Monsanto Co.     2,591,232    
    16,700     Morgan Stanley     703,404    
    16,200     Mosaic Company (The) *      1,803,060    
    68,900     National City Corp.     1,092,754    
    9,400     National Oilwell Varco, Inc. *      585,620    
    26,200     Nike, Inc.-Class B     1,577,240    
    36,700     NiSource, Inc.     630,873    
    1,000     NVR, Inc. *      540,680    
    31,700     Occidental Petroleum Corp.     2,452,629    

 

See accompanying notes to the financial statements.


12



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United States — continued  
    49,725     Old Republic International Corp.     682,227    
    163,500     Oracle Corp. *      3,073,800    
    13,550     Paccar, Inc.     587,799    
    8,300     Parker-Hannifin Corp.     536,429    
    36,200     Paychex, Inc.     1,138,852    
    22,300     Pepco Holdings, Inc.     563,521    
    57,800     PepsiCo, Inc.     4,020,568    
    394,100     Pfizer, Inc.     8,780,548    
    7,200     PPG Industries, Inc.     446,256    
    10,600     PPL Corp.     481,028    
    17,300     Praxair, Inc.     1,388,844    
    11,300     Precision Castparts Corp.     1,247,407    
    18,600     Progress Energy, Inc.     779,526    
    7,000     Prudential Financial, Inc.     510,790    
    9,100     Rockwell Collins, Inc.     535,990    
    10,400     Ryder Systems, Inc.     599,144    
    17,300     Schlumberger Ltd.     1,495,585    
    21,500     Seagate Technology     463,755    
    25,300     SEI Investment Co.     632,753    
    12,700     Southern Copper Corp.     1,449,197    
    9,500     SPX Corp.     971,850    
    5,900     State Street Corp.     463,445    
    28,700     Stryker Corp.     1,868,657    
    14,942     Supervalu, Inc.     392,228    
    40,100     Sysco Corp.     1,125,206    
    7,900     Textron, Inc.     427,943    
    43,400     TJX Cos., Inc.     1,388,800    
    10,900     Torchmark Corp.     656,834    
    31,900     United Parcel Service, Inc.-Class B     2,240,656    
    34,400     United Technologies Corp.     2,425,544    
    33,300     UnitedHealth Group, Inc.     1,547,784    
    36,000     Unum Group     824,760    
    21,800     Valero Energy Corp.     1,259,386    
    11,500     VF Corp.     874,460    

 

See accompanying notes to the financial statements.


13



GMO Developed World Stock Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        United States — continued  
    7,000     W.W. Grainger, Inc.     515,620    
    64,400     Walgreen Co.     2,351,244    
    75,700     Wal-Mart Stores, Inc.     3,753,964    
    55,949     Washington Mutual, Inc.     828,045    
    9,600     Wells Fargo & Co.     280,608    
    7,100     Whirlpool Corp.     599,027    
    13,900     WM Wrigley Jr. Co.     832,054    
    36,400     Xcel Energy, Inc.     721,448    
    18,700     Zimmer Holdings, Inc. *      1,407,923    
    Total United States     236,229,992    
    TOTAL COMMON STOCKS (COST $505,064,881)     490,349,880    
        PREFERRED STOCKS — 0.5%  
        Germany — 0.5%  
    397     Porsche AG (Non Voting) 0.06%     688,350    
    12,445     Volkswagen AG 2.02%     1,734,062    
    Total Germany     2,422,412    
    TOTAL PREFERRED STOCKS (COST $1,464,743)     2,422,412    
        SHORT-TERM INVESTMENTS — 4.2%  
    3,664,337     Bank of New York Mellon Institutional Cash Reserves Fund (b)      3,664,337    
    18,200,000     BNP Paribas Time Deposit, 3.19%, due 03/03/08     18,200,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $21,864,337)     21,864,337    
            TOTAL INVESTMENTS — 99.7%
(Cost $528,393,961)
    514,636,629    
            Other Assets and Liabilities (net) — 0.3%     1,379,859    
    TOTAL NET ASSETS — 100.0%   $ 516,016,488    

 

See accompanying notes to the financial statements.


14



GMO Developed World Stock Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys  
5/23/08   CAD     11,386,244     $ 11,549,935     $ 253,644    
5/23/08   CAD     11,386,244       11,549,935       305,928    
5/23/08   CAD     11,731,281       11,899,933       306,475    
5/23/08   CHF     13,428,537       12,899,073       612,173    
5/23/08   CHF     13,428,537       12,899,073       615,714    
5/23/08   CHF     13,835,462       13,289,954       635,761    
5/23/08   GBP     1,597,000       3,154,825       39,701    
5/23/08   JPY     1,381,165,892       13,357,022       424,272    
5/23/08   JPY     1,381,165,892       13,357,022       429,235    
5/23/08   JPY     1,423,019,404       13,761,780       483,084    
5/23/08   NZD     2,032,059       1,603,413       (2,320 )  
5/23/08   NZD     2,032,059       1,603,413       (1,519 )  
5/23/08   NZD     2,093,637       1,652,002       4,958    
5/23/08   SEK     43,040,623       6,953,972       167,385    
5/23/08   SEK     43,040,623       6,953,972       164,384    
5/23/08   SEK     44,344,884       7,164,698       170,938    
5/23/08   SGD     2,420,610       1,741,185       20,768    
5/23/08   SGD     2,420,610       1,741,185       18,454    
5/23/08   SGD     2,493,962       1,793,948       20,212    
                $ 148,926,340     $ 4,669,247    
Sales  
5/23/08   AUD     1,486,701     $ 1,370,089     $ (17,890 )  
5/23/08   AUD     1,486,701       1,370,089       (16,463 )  
5/23/08   AUD     1,531,753       1,411,607       (15,462 )  
5/23/08   CAD     2,357,000       2,390,885       (56,701 )  
5/23/08   CHF     3,376,000       3,242,890       (168,545 )  
5/23/08   EUR     1,346,000       2,037,566       (71,906 )  
5/23/08   EUR     7,239,691       10,959,396       (321,901 )  
5/23/08   EUR     7,239,691       10,959,396       (320,482 )  
5/23/08   EUR     7,239,691       10,959,396       (325,702 )  
5/23/08   EUR     7,239,691       10,959,396       (321,249 )  

 

See accompanying notes to the financial statements.


15



GMO Developed World Stock Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Currency Contracts — continued

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
5/23/08   GBP     6,539,892     $ 12,919,361     $ (233,736 )  
5/23/08   GBP     6,539,892       12,919,361       (243,676 )  
5/23/08   GBP     6,738,071       13,310,857       (250,852 )  
5/23/08   HKD     12,808,014       1,648,346       (3,404 )  
5/23/08   HKD     12,808,014       1,648,346       (3,220 )  
5/23/08   HKD     13,196,136       1,698,296       (3,355 )  
5/23/08   JPY     306,239,000       2,961,586       (74,145 )  
5/23/08   NOK     4,995,763       951,997       (23,796 )  
5/23/08   NOK     4,995,763       951,997       (22,289 )  
5/23/08   NZD     1,007,667       795,108       (18,000 )  
5/23/08   NZD     1,007,667       795,108       (17,945 )  
5/23/08   NZD     1,007,667       795,108       (17,804 )  
                $ 107,056,181     $ (2,548,523 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  3     CAC40   March 2008   $ 218,500     $ (530 )  
  41     DAX   March 2008     10,501,366       (1,491,873 )  
  47     MSCI Singapore   March 2008     2,510,216       (71,077 )  
  62     TOPIX   March 2008     7,880,546       (947,286 )  
    $ 21,110,628     $ (2,510,766 )  
Sales      
  23     FTSE 100   March 2008   $ 2,665,349     $ 193,492    
  5     IBEX 35   March 2008     1,002,359       1,568    
  68     S&P 500 E-Mini   March 2008     4,526,420       (21,556 )  
    $ 8,194,128     $ 173,504    

 

As of February 29, 2008, for the futures contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


16



GMO Developed World Stock Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

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).

As of February 29, 2008, 47.55% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

EUR - Euro

GBP - British Pound

HKD - Hong Kong Dollar

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

SGD - Singapore Dollar

See accompanying notes to the financial statements.


17




GMO Developed World Stock Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $3,402,753
(cost $528,393,961) (Note 2)
  $ 514,636,629    
Cash     17,419    
Foreign currency, at value (cost $236,938) (Note 2)     242,707    
Receivable for investments sold     196,362    
Receivable for Fund shares sold     2,841    
Dividends and interest receivable     1,013,244    
Foreign taxes receivable     35,770    
Unrealized appreciation on open forward currency contracts (Note 2)     4,673,086    
Receivable for collateral on open futures contracts (Note 2)     2,455,000    
Receivable for expenses reimbursed by Manager (Note 3)     43,790    
Total assets     523,316,848    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     3,664,337    
Payable for investments purchased     392,833    
Payable to affiliate for (Note 3):  
Management fee     191,505    
Shareholder service fee     52,963    
Trustees and Chief Compliance Officer of GMO Trust fees     570    
Unrealized depreciation on open forward currency contracts (Note 2)     2,552,362    
Payable for variation margin on open futures contracts (Note 2)     242,516    
Accrued expenses     203,274    
Total liabilities     7,300,360    
Net assets   $ 516,016,488    

 

See accompanying notes to the financial statements.


18



GMO Developed World Stock Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 521,124,328    
Accumulated undistributed net investment income     4,927,285    
Accumulated net realized gain     3,928,946    
Net unrealized depreciation     (13,964,071 )  
    $ 516,016,488    
Net assets attributable to:  
Class III shares   $ 309,608,755    
Class IV shares   $ 206,407,733    
Shares outstanding:  
Class III     14,151,927    
Class IV     9,425,247    
Net asset value per share:  
Class III   $ 21.88    
Class IV   $ 21.90    

 

See accompanying notes to the financial statements.


19



GMO Developed World Stock Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $814,721)   $ 13,076,931    
Interest     925,879    
Securities lending income     314,855    
Total investment income     14,317,665    
Expenses:  
Management fee (Note 3)     2,420,497    
Shareholder service fee – Class III (Note 3)     439,267    
Shareholder service fee – Class IV (Note 3)     222,155    
Custodian and fund accounting agent fees     407,631    
Transfer agent fees     41,758    
Audit and tax fees     69,471    
Legal fees     11,033    
Trustees fees and related expenses (Note 3)     4,925    
Registration fees     4,313    
Miscellaneous     8,352    
Total expenses     3,629,402    
Fees and expenses reimbursed by Manager (Note 3)     (540,514 )  
Expense reductions (Note 2)     (3,647 )  
Net expenses     3,085,241    
Net investment income (loss)     11,232,424    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     29,387,939    
Closed futures contracts     2,042,708    
Foreign currency, forward contracts and foreign currency related transactions     8,114,385    
Net realized gain (loss)     39,545,032    
Change in net unrealized appreciation (depreciation) on:  
Investments     (62,574,177 )  
Open futures contracts     (2,880,405 )  
Foreign currency, forward contracts and foreign currency related transactions     1,870,606    
Net unrealized gain (loss)     (63,583,976 )  
Net realized and unrealized gain (loss)     (24,038,944 )  
Net increase (decrease) in net assets resulting from operations   $ (12,806,520 )  

 

See accompanying notes to the financial statements.


20



GMO Developed World Stock Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 11,232,424     $ 6,739,059    
Net realized gain (loss)     39,545,032       15,932,679    
Change in net unrealized appreciation (depreciation)     (63,583,976 )     26,314,621    
Net increase (decrease) in net assets from operations     (12,806,520 )     48,986,359    
Distributions to shareholders from:  
Net investment income  
Class III     (8,471,254 )     (3,430,167 )  
Class IV     (5,941,447 )     (1,996,536 )  
Total distributions from net investment income     (14,412,701 )     (5,426,703 )  
Net realized gains  
Class III     (22,082,339 )     (6,179,695 )  
Class IV     (15,851,765 )     (3,819,305 )  
Total distributions from net realized gains     (37,934,104 )     (9,999,000 )  
      (52,346,805 )     (15,425,703 )  
Net share transactions (Note 7):  
Class III     66,739,553       83,907,560    
Class IV     21,793,212       57,645,131    
Increase (decrease) in net assets resulting from net share
transactions
    88,532,765       141,552,691    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     253,528       239,083    
Class IV           156,000    
Increase in net assets resulting from purchase premiums
and redemption fees
    253,528       395,083    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    88,786,293       141,947,774    
Total increase (decrease) in net assets     23,632,968       175,508,430    
Net assets:  
Beginning of period     492,383,520       316,875,090    
End of period (including accumulated undistributed net investment
income of $4,927,285 and distributions in excess of net
investment income of $413,847, respectively)
  $ 516,016,488     $ 492,383,520    

 

See accompanying notes to the financial statements.


21




GMO Developed World Stock Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006(a)   
Net asset value, beginning of period   $ 24.58     $ 22.24     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.54       0.43       0.15    
Net realized and unrealized gain (loss)     (0.74 )     2.84       2.15    
Total from investment operations     (0.20 )     3.27       2.30    
Less distributions to shareholders:  
From net investment income     (0.67 )     (0.32 )     (0.06 )  
From net realized gains     (1.83 )     (0.61 )        
Total distributions     (2.50 )     (0.93 )     (0.06 )  
Net asset value, end of period   $ 21.88     $ 24.58     $ 22.24    
Total Return(b)      (1.73 )%     14.87 %     11.51 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 309,609     $ 282,446     $ 179,466    
Net expenses to average daily net assets     0.62 %(c)      0.62 %     0.62 %*   
Net investment income to average daily net assets     2.15 %     1.83 %     1.27 %*   
Portfolio turnover rate     53 %     43 %     15 %**††   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.11 %     0.12 %     0.20 %*   
Purchase premiums and redemption fees consisted of the following
per share amounts: 
  $ 0.02     $ 0.03     $ 0.07    

 

†  Calculated using average shares outstanding throughout the period.

(a)  Period from August 1, 2005 (commencement of operations) through February 28, 2006.

(b)  The total return would have been lower had certain expenses not been reimbursed during the period shown and assumes the effect of reinvested distributions. Calculations exclude purchase premiums and redemption fees which are borne by the shareholder.

(c)  The net expense ratio does not include the effect of expense reductions.

*  Annualized.

**  Not annualized.

††  Calculation represents portfolio turnover rate of the Fund for the period August 1, 2005 through February 28, 2006.

See accompanying notes to the financial statements.


22



GMO Developed World Stock Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006(a)   
Net asset value, beginning of period   $ 24.59     $ 22.25     $ 20.24    
Income (loss) from investment operations:  
Net investment income (loss)      0.56       0.45       0.12    
Net realized and unrealized gain (loss)     (0.74 )     2.82       1.95    
Total from investment operations     (0.18 )     3.27       2.07    
Less distributions to shareholders:  
From net investment income     (0.68 )     (0.32 )     (0.06 )  
From net realized gains     (1.83 )     (0.61 )        
Total distributions     (2.51 )     (0.93 )     (0.06 )  
Net asset value, end of period   $ 21.90     $ 24.59     $ 22.25    
Total Return(b)      (1.66 )%     14.88 %     10.23 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 206,408     $ 209,937     $ 137,409    
Net expenses to average daily net assets     0.57 %(c)      0.57 %     0.57 %*   
Net investment income to average daily net assets     2.22 %     1.93 %     1.20 %*   
Portfolio turnover rate     53 %     43 %     15 %**††   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.11 %     0.12 %     0.17 %*   
Purchase premiums and redemption fees consisted of the following
per share amounts: 
    (d)    $ 0.02     $ 0.06    

 

†  Calculated using average shares outstanding throughout the period.

(a)  Period from September 1, 2005 (commencement of operations) through February 28, 2006.

(b)  The total return would have been lower had certain expenses not been reimbursed during the period shown and assumes the effect of reinvested distributions. Calculations exclude purchase premiums and redemption fees which are borne by the shareholder.

(c)  The net expense ratio does not include the effect of expense reductions.

(d)  For the year ended February 29, 2008, the class received no purchase premiums or redemption fees.

*  Annualized.

**  Not annualized.

††  Calculation represents portfolio turnover rate of the Fund for the period August 1, 2005 through February 28, 2006.

See accompanying notes to the financial statements.


23




GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

GMO Developed World Stock Fund (the "Fund"), which commenced operations on August 1, 2005, is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, non-diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide Funds into classes.

The Fund seeks high total return. The Fund seeks to achieve its investment objective by outperforming the MSCI World Index. The Fund typically makes equity investments in companies from the world's developed markets, including the U.S.

Throughout the year ended February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class IV. Each class of shares bears a different level of shareholder service 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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.


24



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


25



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of


26



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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

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. There were no repurchase agreements outstanding at the end of the period.


27



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, the Fund had loaned securities valued by the Fund at $3,402,753, collateralized by cash in the amount of $3,664,337, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net


28



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to passive foreign investment company transactions, losses on wash sale transactions, foreign currency transactions and derivative contract tansactions.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 8,521,409     $ (8,521,408 )   $ (1 )  

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 22,308,523     $ 12,486,683    
Long-term capital gains     30,038,282       2,939,020    
Total distributions   $ 52,346,805     $ 15,425,703    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 7,001,488    
Undistributed long-term capital gain   $ 4,422,310    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 528,908,745     $ 42,886,550     $ (57,158,666 )   $ (14,272,116 )  

 


29



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchase and redemption of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.25% of the amount invested or redeemed. An additional purchase premium and redemption fee of 0.005% is charged for any purchases/redemptions (or any portion of a purchase/redemption) effected in a currency other than the U.S. dollar. 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. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.


30



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.47% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and


31



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.47% of the 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 29, 2008, was $4,281 and $2,036, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $333,949,767 and $260,206,165, 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 29, 2008, 39.98% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, there were no shares held by related parties.


32



GMO Developed World Stock Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     2,679,838     $ 67,974,333       3,144,280     $ 77,151,938    
Shares issued to shareholders
in reinvestment of distributions
    1,157,471       28,331,295       380,037       9,070,500    
Shares repurchased     (1,177,880 )     (29,566,075 )     (99,934 )     (2,314,878 )  
Purchase premiums           170,362             232,152    
Redemption fees           83,166             6,931    
Net increase (decrease)     2,659,429     $ 66,993,081       3,424,383     $ 84,146,643    
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold         $       2,117,902     $ 51,844,000    
Shares issued to shareholders
in reinvestment of distributions
    889,056       21,793,212       243,970       5,801,131    
Shares repurchased                          
Purchase premiums                       156,000    
Redemption fees                          
Net increase (decrease)     889,056     $ 21,793,212       2,361,872     $ 57,801,131    

 


33




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Developed World Stock Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Developed World Stock Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


34



GMO Developed World Stock Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.62 %   $ 1,000.00     $ 929.00     $ 2.97    
2) Hypothetical     0.62 %   $ 1,000.00     $ 1,021.78     $ 3.12    
Class IV  
1) Actual     0.57 %   $ 1,000.00     $ 929.00     $ 2.73    
2) Hypothetical     0.57 %   $ 1,000.00     $ 1,022.03     $ 2.87    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


35



GMO Developed World Stock Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $30,038,282 from long-term capital gains.

For taxable, non-corporate shareholders, 44.98% of the Fund's income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 20.04% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 qualified for the dividends-received deduction.

The Fund hereby designates as qualified short-term capital gains with respect to its taxable year ended February 29, 2008, $7,895,822 or if determined to be different, the qualified short-term gains of such year.


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 – Law and Business2; Vice Chair
(since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.
    47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


38



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.
 
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present);
Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).
 
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC
(since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC
(since January 2007);
Attorney, Goodwin Procter LLP (September 2003 – January 2007).
 
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Emerging Countries Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Emerging Countries Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Emerging Countries Fund returned +30.7% for the fiscal year ended February 29, 2008, as compared to +32.9% for the S&P/IFC (Investable) Composite Index. The Fund was invested substantially in emerging markets equities throughout the fiscal year.

Country selection detracted 2.2% from performance during the period. The Fund's overweight in Brazil and underweights in Russia and South Africa contributed to performance. The Fund's underweight in India and overweights in Korea and Taiwan detracted from performance.

Stock selection was flat during the fiscal year. Stock selection was successful in China, India, Indonesia, and Taiwan. Stock selection in Korea detracted from performance.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Class M shares will vary due to different fees.



GMO Emerging Countries Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     83.0 %  
Preferred Stocks     12.5    
Short-Term Investments     3.5    
Rights and Warrants     0.0    
Other     1.0    
      100.0 %  
Country Summary   % of Equity Investments  
Brazil     19.3 %  
South Korea     16.4    
Taiwan     12.6    
Russia     11.2    
China     9.5    
Thailand     5.4    
India     5.4    
Malaysia     4.6    
South Africa     4.0    
Turkey     3.2    
Indonesia     1.9    
Israel     1.6    
Philippines     1.2    
Hungary     1.2    
Poland     1.1    
Chile     0.7    
Mexico     0.6    
Pakistan     0.1    
      100.0 %  

 


1



GMO Emerging Countries Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Energy     24.0 %  
Financials     20.3    
Materials     16.5    
Information Technology     10.4    
Telecommunication Services     9.0    
Industrials     9.0    
Consumer Discretionary     4.7    
Consumer Staples     3.1    
Utilities     2.0    
Health Care     1.0    
      100.0 %  

 


2




GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 83.0%  
        Brazil — 7.0%  
    24,400     B2W Companhia Global do Varejo     1,024,422    
    7,880     Banco Bradesco SA Sponsored ADR     247,353    
    102,440     Banco do Brasil SA     1,712,482    
    60,100     Bolsa de Mercadorias e Futuros     640,768    
    6,500     Bovespa Holding SA     101,857    
    2,734     Companhia de Bebidas das Americas     206,937    
    1,920     Companhia Energetica de Minas Gerais Sponsored ADR     36,538    
    41,309     Companhia Saneamento Basico Sao Paulo     981,977    
    34,314     Companhia Siderurgica Nacional SA     1,280,358    
    83,000     Companhia Vale do Rio Doce     2,879,061    
    68,370     Companhia Vale do Rio Doce ADR     2,382,011    
    24,700     Cyrela Brazil Realty SA     394,359    
    25,400     Electrobras (Centro)     373,543    
    9,100     Empresa Brasileira de Aeronautica SA Sponsored ADR     403,312    
    49,100     Investimentos Itau SA     522,328    
    93,670     Petroleo Brasileiro SA (Petrobras)     5,411,601    
    47,830     Petroleo Brasileiro SA (Petrobras) ADR     5,612,372    
    22,023     Souza Cruz SA     641,117    
    7,100     Tele Norte Leste Participacoes SA     268,281    
    35,620     Uniao de Bancos Brasileiros SA     482,348    
    12,400     Unibanco-Uniao de Bancos Brasileiros SA GDR     1,681,688    
    17,650     Usinas Siderurgicas de Minas Gerais SA     1,059,355    
    Total Brazil     28,344,068    
        Chile — 0.7%  
    9,802     Banco de Chile ADR     554,499    
    12,490     Banco Santander Chile SA ADR     646,482    
    11,050     Compania Cervecerias Unidas ADR     367,081    
    25,820     Compania de Telecommunicaciones de Chile ADR     206,818    
    12,610     Distribucion y Servicio ADR     325,464    
    41,660     Lan Airlines SA Sponsored ADR     557,411    
    Total Chile     2,657,755    

 

See accompanying notes to the financial statements.


3



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        China — 9.1%  
    474,000     Air China Ltd Class H     444,480    
    366,000     Aluminum Corp of China Ltd     709,973    
    60,000     Anhui Conch Cement Co Ltd Class H     462,459    
    2,200     Baidu.com Inc Sponsored ADR *      552,926    
    3,218,000     Bank of China Ltd Class H     1,347,943    
    196,000     China Communications Construction Co Ltd Class H     507,842    
    2,628,000     China Construction Bank Class H     1,991,137    
    232,200     China Cosco Holdings Co Ltd     676,123    
    178,897     China International Marine Containers Co Ltd Class B     320,000    
    154,000     China Life Insurance Co Ltd Class H     598,024    
    456,500     China Merchants Bank Co Ltd Class H     1,584,647    
    140,000     China Merchants Holdings International Co Ltd     751,471    
    407,964     China Mobile Ltd     6,108,502    
    3,872     China Mobile Ltd Sponsored ADR     288,929    
    144,600     China Netcom Group     445,754    
    1,833,883     China Petroleum & Chemical Corp Class H     2,004,255    
    178,000     China Resources Enterprise Ltd     631,929    
    2,460     China Telecom Corp Ltd ADR     180,589    
    249,400     China Telecom Corp Ltd Class H     183,676    
    1,294,000     China Travel International Investment Hong Kong Ltd     696,947    
    1,822,000     CNOOC Ltd     3,025,888    
    172,000     Cosco Pacific Ltd     370,985    
    1,024,890     Denway Motors Ltd     518,049    
    11,020     Focus Media Holding Ltd ADR *      555,077    
    215,586     Fountain Set Holdings Ltd     43,418    
    376,100     Guangdong Investments Ltd     199,319    
    452,000     Huaneng Power International Inc Class H     369,323    
    1,964,000     Industrial and Commercial Bank of China Ltd Class H     1,362,531    
    132,000     Kingboard Chemical Holdings Ltd     586,717    
    190,000     Parkson Retail Group Ltd     1,977,880    
    2,529,553     PetroChina Co Ltd Class H     3,702,705    
    234,000     PICC Property & Casualty Co Ltd Class H     245,367    
    85,000     Ping An Insurance (Group) Co of China Ltd Class H     643,788    
    3,510,000     Semiconductor Manufacturing International Corp *      281,610    

 

See accompanying notes to the financial statements.


4



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        China — continued  
    308,400     Shanghai Industrial Holdings Ltd     1,257,622    
    436,000     Sinofert Holdings Ltd     434,997    
    492,000     Sinopec Shanghai Petrochemical Co Ltd Class H     230,348    
    6,250     Suntech Power Holdings Co Ltd ADR *      232,312    
    Total China     36,525,542    
        Hungary — 1.1%  
    18,240     MOL Magyar Olaj es Gazipari Nyrt (New Shares)     2,484,780    
    33,140     OTP Bank Nyrt     1,339,100    
    2,690     Richter Gedeon Nyrt     580,661    
    Total Hungary     4,404,541    
        India — 5.1%  
    11,400     Axis Bank Ltd     286,446    
    1,160     BF Utilities Ltd *      34,334    
    6,340     Bharat Heavy Electricals Ltd     356,094    
    26,820     Bharti Airtel Ltd *      546,661    
    38,220     Canara Bank Ltd     259,019    
    78,690     GAIL India Ltd     819,148    
    74,430     Hindalco Industries Ltd     370,754    
    5,000     Hindalco Industries Ltd GDR 144A     24,150    
    53,950     Hindalco Industries Ltd GDR 144A (Registered Shares) (Luxembourg Exchange)     260,578    
    28,511     Hindustan Zinc Ltd     461,608    
    2,740     Housing Development Finance Corp Ltd     188,431    
    16,670     ICICI Bank Ltd     444,290    
    23,600     Indiabulls Financial Services Ltd     354,169    
    14,180     Indiabulls Real Estate Ltd *      221,432    
    17,500     Indiabulls Securities Ltd     164,460    
    41,550     Indian Oil Corp Ltd     572,587    
    7,180     Infosys Technologies Ltd     274,089    
    17,162     Jaiprakash Associates Ltd     110,933    
    5,080     Jindal Steel & Power Ltd     287,188    
    13,310     JSW Steel Ltd     347,805    
    26,670     Larsen & Toubro Ltd     2,314,385    

 

See accompanying notes to the financial statements.


5



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        India — continued  
    20,047     LIC Housing Finance Ltd     152,722    
    57,830     Oil & Natural Gas Corp Ltd     1,446,177    
    48,660     Power Finance Corp     223,975    
    17,710     Reliance Capital Ltd     793,899    
    25,940     Reliance Communications Ltd     367,451    
    14,910     Reliance Energy Ltd     575,504    
    37,626     Reliance Industries Ltd     2,293,934    
    107,000     Reliance Natural Resources Ltd *      348,755    
    122,660     Reliance Petroleum Ltd *      530,993    
    41,118     Satyam Computer Services Ltd     442,364    
    4,680     State Bank of India Ltd     243,805    
    7,794     State Bank of India Ltd GDR     848,030    
    278,830     Steel Authority of India Ltd     1,742,102    
    62,828     Tata Steel Ltd     1,240,833    
    63,704     Wipro Ltd     686,597    
    Total India     20,635,702    
        Indonesia — 1.8%  
    283,500     Astra International Tbk PT     850,643    
    22,217,000     Bakrie & Brothers Tbk PT *      822,767    
    5,040,000     Bumi Resources Tbk PT     4,158,347    
    56,390     Infrastructure Development Finance Co Ltd     270,966    
    7,008,620     Matahari Putra Prima Tbk PT     463,225    
    710,500     Telekomunikasi Indonesia Tbk PT     752,105    
    Total Indonesia     7,318,053    
        Israel — 1.5%  
    241,200     Bank Hapoalim BM     1,030,578    
    270,930     Bank Leumi Le     1,244,815    
    13,200     Check Point Software Technologies Ltd *      289,344    
    35,620     Israel Chemicals Ltd     483,490    
    29,430     Machteshim Agan Industries Ltd *      245,307    
    400     Teva Pharmaceutical Industries Ltd     19,533    
    51,570     Teva Pharmaceutical Industries Ltd Sponsored ADR     2,530,540    

 

See accompanying notes to the financial statements.


6



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Israel — continued  
    205     The Israel Corp Ltd     219,029    
    Total Israel     6,062,636    
        Malaysia — 4.4%  
    71,700     Digi.com Berhad     532,858    
    667,800     Genting Berhad     1,412,634    
    182,700     Hong Leong Bank Berhad     317,181    
    1,085,790     IOI Corp Berhad     2,700,590    
    177,500     KNM Group Berhad     333,902    
    104,050     Kuala Lumpur Kepong Berhad     596,702    
    447,750     Malayan Banking Berhad     1,263,890    
    229,200     MISC Berhad     640,648    
    257,300     MISC Berhad (Foreign Registered)     704,154    
    256,385     Public Bank Berhad     837,567    
    1,810,500     Resorts World Berhad     2,093,991    
    775,900     RHB Capital Berhad     1,190,264    
    665,152     Sime Darby Berhad *      2,415,327    
    152,009     Tanjong Plc     755,201    
    344,400     Telekom Malaysia Berhad     1,215,841    
    190,100     Tenaga Nasional Berhad     533,381    
    Total Malaysia     17,544,131    
        Mexico — 0.5%  
    66,100     Alfa SA de CV Class A     413,511    
    625,238     Cemex SA de CV CPO *      1,716,340    
    Total Mexico     2,129,851    
        Pakistan — 0.1%  
    20,650     Attock Refinery Ltd     90,162    
    20,500     Engro Chemical Pakistan Ltd     104,595    
    80     Kot Addu Power Co Ltd     69    
    18,260     MCB Bank Ltd     126,879    
    69,180     Oil & Gas Development Co Ltd     142,379    
    Total Pakistan     464,084    

 

See accompanying notes to the financial statements.


7



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Philippines — 1.2%  
    76,160     Ayala Corp     802,158    
    2,659,344     Ayala Land Inc     755,730    
    617,600     Bank of the Philippine Islands     833,605    
    26,680     Philippine Long Distance Telephone Co     1,882,498    
    6,390     Philippine Long Distance Telephone Co Sponsored ADR (a)      453,370    
    Total Philippines     4,727,361    
        Poland — 1.1%  
    6,100     Bank Handlowy W Warszawie SA     208,402    
    22,380     KGHM Polska Miedz SA     1,035,627    
    69,800     Polski Koncern Naftowy Orlen SA *      1,184,072    
    56,470     Powszechna Kasa Oszczednosci Bank Polski SA     1,012,321    
    100,720     Telekomunikacja Polska SA     938,286    
    Total Poland     4,378,708    
        Russia — 10.5%  
    13,750     AvtoVAZ     24,750    
    9,480     Cherepovets MK Severstal     246,480    
    34,770     Cherepovets MK Severstal GDR (Registered Shares)     886,635    
    10,800     Evraz Group SA GDR     1,015,200    
    23,200     Gazprom Neft     135,720    
    66,100     Gazprom Neft Sponsored ADR     2,082,150    
    57,000     JSC Mining & Smelting Co ADR     1,664,400    
    42,900     KamAZ *      248,820    
    4,100     Lukoil ADR 144A     303,400    
    33,880     Lukoil Sponsored ADR     2,507,120    
    31,110     Mobile Telesystems Sponsored ADR     2,552,887    
    3,300     NovaTek OAO Sponsored GDR     251,460    
    13,200     Novolipetsk Steel GDR (Registered Shares)     604,824    
    330,744     OAO Gazprom Sponsored GDR     16,801,795    
    15,917     OAO Mechel ADR     2,101,840    
    9,450     OAO Tatneft Sponsored GDR (Registered Shares)     1,185,975    
    1,678,590     Sberbank RF     5,589,705    
    16,800     Surgutneftegaz Sponsored ADR     772,800    

 

See accompanying notes to the financial statements.


8



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Russia — continued  
    55,130     Vimpel-Communications Sponsored ADR     1,914,665    
    11,620     Wimm-Bill-Dann Foods ADR     1,223,121    
    9,500     X5 Retail Group NV GDR (Registered Shares) *      320,150    
    Total Russia     42,433,897    
        South Africa — 3.8%  
    34,052     Absa Group Ltd     481,996    
    102,900     African Bank Investments Ltd     405,373    
    57,067     ArcelorMittal South Africa Ltd     1,353,321    
    40,167     Aveng Ltd     315,730    
    37,500     Barloworld Ltd     451,549    
    19,200     Bidvest Group Ltd     283,131    
    385,500     FirstRand Ltd     912,323    
    37,500     Foschini Ltd     198,007    
    57,900     Freeworld Coatings Ltd *      72,378    
    10,200     Impala Platinum Holdings Ltd     422,084    
    18,600     Imperial Holdings Ltd     188,159    
    117,700     MTN Group Ltd     1,843,098    
    103,300     Murray & Roberts Holdings Ltd     1,292,286    
    34,307     Remgro Ltd     884,964    
    39,200     Reunert Ltd     285,763    
    92,800     RMB Holdings Ltd     328,394    
    298,600     Sanlam Ltd     709,617    
    53,800     Sasol Ltd     2,751,439    
    89,068     Standard Bank Group Ltd     1,111,601    
    168,000     Steinhoff International Holdings Ltd     385,853    
    23,100     Telkom South Africa Ltd     411,909    
    24,024     Tiger Brands Ltd     427,610    
    Total South Africa     15,516,585    
        South Korea — 14.8%  
    750     CJ CheilJedang Corp *      214,445    
    9,390     Daelim Industrial Co Ltd     1,461,157    
    10,366     Daewoo Engineering & Construction Co Ltd     221,886    

 

See accompanying notes to the financial statements.


9



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        South Korea — continued  
    11,700     Daewoo International Corp     441,694    
    4,240     DC Chemical Co Ltd     1,517,313    
    15,939     Dongbu Insurance Co Ltd     631,074    
    12,380     Dongkuk Steel Mill Co Ltd     553,782    
    6,850     Doosan Heavy Industries and Construction Co     989,424    
    7,540     GS Holdings Corp     365,552    
    14,820     Hana Financial Group Inc     657,608    
    14,218     Hanjin Heavy Industries & Construction Co Ltd     871,038    
    12,811     Hanjin Heavy Industries & Construction Holdings Co Ltd *      453,598    
    9,486     Hanwha Corp     576,990    
    2,098     Honam Petrochemical Corp     204,037    
    33,760     Hynix Semiconductor Inc *      868,151    
    10,739     Hyundai Engineering & Construction     965,857    
    5,020     Hyundai Heavy Industries     1,988,022    
    30,800     Hyundai Marine & Fire Insurance Co Ltd     688,867    
    1,135     Hyundai Mipo Dockyard     319,375    
    17,380     Hyundai Mobis     1,334,071    
    30,280     Hyundai Motor Co     2,123,147    
    15,140     Hyundai Steel Co     1,171,359    
    34,940     Industrial Bank of Korea     563,328    
    8,810     Kangwon Land Inc     192,867    
    2,280     KCC Corp     1,344,221    
    30,280     Kookmin Bank     1,866,144    
    800     Kookmin Bank ADR *      48,984    
    52,310     Korea Exchange Bank     731,497    
    8,677     Korea Gas Corp     647,216    
    412     Korea Iron & Steel Co Ltd     33,385    
    40     Korea Zinc Co Ltd     6,040    
    8,116     Korean Air Lines Co Ltd     613,199    
    840     KT Corp     41,301    
    34,000     KT Corp ADR *      825,860    
    7,150     KT Freetel Co Ltd *      186,476    
    32,914     KT&G Corp     2,715,616    
    14,500     KT&G Corp GDR 144A *      594,645    

 

See accompanying notes to the financial statements.


10



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        South Korea — continued  
    606     Kumho Industrial Co Ltd     29,434    
    8,180     LG Chemicals Ltd     683,690    
    13,860     LG Corp     963,987    
    14,060     LG Electronics Inc     1,514,311    
    58,010     LG Philips LCD Co Ltd     2,756,031    
    2,810     Mirae Asset Securities Co Ltd     400,677    
    12,989     NHN Corp *      2,882,739    
    1,890     Oriental Brewery Co Ltd *      362,153    
    6,240     POSCO     3,432,144    
    19,980     Samsung Corp     1,218,870    
    7,228     Samsung Electronics Co Ltd     4,236,853    
    9,220     Samsung Fire & Marine Insurance Co Ltd     1,822,540    
    12,270     Samsung Heavy Industries Co Ltd     406,749    
    6,350     Samsung Securities     440,926    
    59,775     Shinhan Financial Group Co Ltd     3,220,008    
    2,080     Shinsegae Co Ltd     1,291,519    
    11,881     SK Energy Co Ltd     1,613,121    
    54,740     SK Telecom Co Ltd ADR     1,226,176    
    4,290     S-Oil Corp     303,119    
    5,410     STX Shipping Co Ltd     213,713    
    18,160     Taihan Electric Wire Co Ltd     884,830    
    32,881     Woori Finance Holdings Co Ltd     588,815    
    Total South Korea     59,521,631    
        Taiwan — 12.1%  
    459,516     Asustek Computer Inc     1,268,608    
    1,006,863     AU Optronics Corp     1,920,478    
    412,000     Cathay Financial Holding Co Ltd     1,032,282    
    1,612,080     Chi Mei Optoelectronics Corp     2,120,395    
    2,460,429     China Development Financial Holding Corp     1,007,499    
    763,723     China Steel Corp     1,128,388    
    1,709,604     Chinatrust Financial Holding Co Ltd *      1,528,402    
    1,307,327     Chunghwa Telecom Co Ltd     3,250,442    
    7,240     Chungwa Telecom Co Ltd ADR     177,670    

 

See accompanying notes to the financial statements.


11



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Taiwan — continued  
    940,799     Compal Electronics Inc     847,924    
    213,028     D-Link Corp     338,441    
    1,099,549     Far Eastern Textile Co Ltd     1,791,427    
    1,254,486     First Financial Holding Co Ltd     1,119,940    
    989,039     Formosa Chemicals & Fibre Co     2,403,530    
    131,000     Formosa Petrochemical Corp     362,480    
    1,037,178     Formosa Plastics Corp     2,795,905    
    134,320     Foxconn Technology Co Ltd     876,281    
    777,000     Hannstar Display Corp *      334,224    
    95,800     High Tech Computer Corp     1,977,668    
    555,557     Hon Hai Precision Industry Co Ltd     3,314,520    
    414,443     Lite-On Technology Corp     566,143    
    233,334     MediaTek Inc     2,616,961    
    1,553,417     Nan Ya Plastics Corp     3,658,376    
    149,339     Novatek Microelectronics Corp Ltd     525,496    
    669,914     Quanta Computer Inc     878,223    
    474,341     Siliconware Precision Industries Co     772,988    
    1,201,805     Taiwan Cement Corp     2,138,097    
    64,000     Taiwan Fertilizer Co Ltd     249,624    
    475,787     Taiwan Mobile Co Ltd     806,048    
    1,759,455     Taiwan Semiconductor Manufacturing Co Ltd     3,437,172    
    17,450     Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR     169,963    
    191,000     U-Ming Marine Transport Co     525,150    
    187,000     Unimicron Technology Corp     282,168    
    479,000     Wistron Corp     791,005    
    1,875,000     Yuanta Financial Holding Co Ltd *      1,643,808    
    Total Taiwan     48,657,726    
        Thailand — 5.2%  
    338,690     Advanced Info Service Pcl (Foreign Registered) (b)      1,115,365    
    225,440     Bangkok Bank Pcl NVDR (b)      920,459    
    261,300     Bangkok Dusit Medical Service Pcl (Foreign Registered) (b)      276,243    
    914,780     Bank of Ayudhya Pcl NVDR (b)      707,041    
    81,340     Banpu Pcl (Foreign Registered) (b)      1,218,689    

 

See accompanying notes to the financial statements.


12



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Thailand — continued  
    50,000     Banpu Pcl NVDR (b)      749,133    
    993,640     BEC World Pcl (Foreign Registered) (b)      859,029    
    3,608,950     IRPC Pcl (Foreign Registered) (b)      679,446    
    2,212,670     Italian Thai Development Pcl (Foreign Registered) * (b)      624,005    
    327,000     Kasikornbank Pcl (Foreign Registered) (b)      916,660    
    176,560     Kasikornbank Pcl NVDR (b)      486,645    
    1,020,000     Krung Thai Bank Pcl (Foreign Registered) (b)      346,751    
    615,054     PTT Aromatics & Refining Pcl (Foreign Registered) * (b)      825,609    
    390,000     PTT Exploration & Production Pcl (Foreign Registered) (b)      1,963,023    
    508,222     PTT Pcl (Foreign Registered) (b)      5,435,053    
    77,039     Siam Cement Pcl NVDR (b)      523,591    
    466,000     Siam Commercial Bank Pcl (Foreign Registered) (b)      1,277,256    
    297,400     Thai Airways International Pcl (Foreign Registered) (b)      301,585    
    515,770     Thai Oil Pcl (Foreign Registered) (b)      1,275,365    
    254,240     Thoresen Thai Agencies Pcl (Foreign Registered) (b)      379,742    
    Total Thailand     20,880,690    
        Turkey — 3.0%  
    211,158     Akbank TAS     1,117,797    
    246,970     Dogan Sirketler Grubu Holdings AS *      310,731    
    160,618     Eregli Demir ve Celik Fabrikalari TAS     1,129,393    
    165,730     KOC Holding AS *      624,166    
    61,834     Tupras-Turkiye Petrol Rafineriler AS     1,567,681    
    41,720     Turk Hava Yollari Anonim Ortakligi *      247,879    
    192,897     Turkcell Iletisim Hizmet AS     1,905,895    
    464,070     Turkiye Garanti Bankasi     2,752,177    
    52,650     Turkiye Halk Bankasi AS *      333,160    
    277,830     Turkiye IS Bankasi Class C     1,274,330    
    256,110     Turkiye Vakiflar Bankasi TAO Class D     598,716    
    190,010     Yapi Ve Kredi Bankasi AS *      429,496    
    Total Turkey     12,291,421    
    TOTAL COMMON STOCKS (COST $284,841,600)     334,494,382    

 

See accompanying notes to the financial statements.


13



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        PREFERRED STOCKS — 12.5%  
        Brazil — 11.4%  
    53,500     Aracruz SA Class B (Registered) 5.55%     386,911    
    68,364     Banco Bradesco SA 0.32%     2,134,480    
    116,300     Banco Itau Holding Financeira SA 2.81%     2,929,679    
    29,600     Bradespar SA 0.28%     770,150    
    13,600     Brasil Telecom Participacoes SA 4.46%     189,794    
    28,932     Brasil Telecom SA 3.98%     321,296    
    63,509     Companhia Energetica de Minas Gerais 2.29%     1,209,266    
    26,200     Companhia Paranaense de Energia Class B 2.20%     426,209    
    245,956     Companhia Vale do Rio Doce Class A 0.05%     7,251,710    
    26,800     Electrobras (Centro) SA Class B 6.09%     393,022    
    31,900     Gerdau Metalurgica SA 2.65%     1,405,328    
    90,004     Gerdau SA 2.11%     2,941,057    
    429,269     Itausa-Investimentos Itau SA 0.11%     2,728,781    
    29,600     Net Servicos de Comunicacoa SA *      325,738    
    300,612     Petroleo Brasileiro SA (Petrobras) 0.43%     14,478,651    
    16,730     Petroleo Brasileiro SA Sponsored ADR 0.38%     1,638,369    
    143,700     Sadia SA 3.09%     812,354    
    21,220     Tele Norte Leste Participacoes ADR 3.52%     531,137    
    62,700     Tele Norte Leste Participacoes SA 0.19%     1,564,997    
    16,100     Telecomunicacoes de Sao Paulo SA 6.72%     460,027    
    21,100     Telemar Norte Leste SA Class A 3.67%     1,135,415    
    34,400     Usinas Siderrurgicas de Minas Gerais SA Class A 2.26%     1,993,495    
    Total Brazil     46,027,866    
        India — 0.0%  
    48,141     Tata Steel Ltd *     151,587    
        Russia — 0.2%  
    560     Transneft 0.66%     814,800    

 

See accompanying notes to the financial statements.


14



GMO Emerging Countries Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        South Korea — 0.9%  
    8,600     Hyundai Motor Co 3.86%     245,918    
    14,660     Hyundai Motor Co 4.03%     422,155    
    6,362     Samsung Electronics Co Ltd (Non Voting) 3.69%     2,731,083    
    Total South Korea     3,399,156    
    TOTAL PREFERRED STOCKS (COST $26,826,473)     50,393,409    
        RIGHTS AND WARRANTS — 0.0%  
        Brazil — 0.0%  
    978     Banco Bradesco SA Rights, Expires 02/22/08 * (c)      2,573    
    325     Net Servicos de Comunicacao SA Right, Expires 03/07/08 *      23    
    Total Brazil     2,596    
        India — 0.0%  
    936     State Bank of India Rights, Expires 03/18/08 *      10,496    
        Thailand — 0.0%  
    116,526     True Corp Pcl Warrants, Expires 04/03/08 * (b)         
    TOTAL RIGHTS AND WARRANTS (COST $10,481)     13,092    
        SHORT-TERM INVESTMENTS — 3.5%  
    13,400,000     Bank of America Time Deposit, 3.05%, due 03/03/08     13,400,000    
    442,500     Bank of New York Mellon Institutional Cash Reserves Fund (d)      442,500    
    TOTAL SHORT-TERM INVESTMENTS (COST $13,842,500)     13,842,500    
          TOTAL INVESTMENTS — 99.0%
(Cost $325,521,054)
    398,743,383    
          Other Assets and Liabilities (net) — 1.0%     4,182,564    
    TOTAL NET ASSETS — 100.0%   $ 402,925,947    

 

See accompanying notes to the financial statements.


15



GMO Emerging Countries Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

ADR - American Depositary Receipt

CPO - Ordinary Participation Certificate (Certificado de Participacion Ordinares), representing a bundle of shares of the multiple series of one issuer that trade together as a unit.

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

GDR - Global Depository Receipt

NVDR - Non-Voting Depository Receipt

*  Non-income producing security.

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

(b)  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)  As of February 29, 2008, these rights have been exercised but shares have not yet been credited to the Fund.

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

As of February 29, 2008, 60.01% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


16




GMO Emerging Countries Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $425,700 (cost $325,521,054) (Note 2)   $ 398,743,383    
Cash     21,285    
Foreign currency, at value (cost $3,602,523) (Note 2)     3,604,346    
Receivable for investments sold     1,675,730    
Receivable for Fund shares sold     4,022,753    
Dividends and interest receivable     1,484,199    
Foreign taxes receivable     261,778    
Receivable for expenses reimbursed by Manager (Note 3)     121,364    
Total assets     409,934,838    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     442,500    
Payable for investments purchased     1,657,378    
Payable for Fund shares repurchased     4,069,009    
Accrued capital gain and repatriation taxes payable (Note 2)     35,921    
Payable to affiliate for (Note 3):  
Management fee     203,528    
Shareholder service fee     43,333    
Administration fee – Class M     4,848    
Trustees and Chief Compliance Officer of GMO Trust fees     481    
Payable for 12b-1 fee – Class M     12,926    
Accrued expenses     538,967    
Total liabilities     7,008,891    
Net assets   $ 402,925,947    

 

See accompanying notes to the financial statements.


17



GMO Emerging Countries Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 287,496,404    
Distributions in excess of net investment income     (1,034,768 )  
Accumulated net realized gain     43,228,643    
Net unrealized appreciation     73,235,668    
    $ 402,925,947    
Net assets attributable to:  
Class III shares   $ 371,540,398    
Class M shares   $ 31,385,549    
Shares outstanding:  
Class III     24,344,633    
Class M     2,082,814    
Net asset value per share:  
Class III   $ 15.26    
Class M   $ 15.07    

 

See accompanying notes to the financial statements.


18



GMO Emerging Countries Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $1,319,123)   $ 9,673,520    
Interest     487,137    
Securities lending income     31,044    
Total investment income     10,191,701    
Expenses:  
Management fee (Note 3)     2,738,143    
Shareholder service fee – Class III (Note 3)     580,553    
12b-1 fee – Class M (Note 3)     85,544    
Administration fee – Class M (Note 3)     68,435    
Custodian and fund accounting agent fees     1,270,760    
Transfer agent fees     47,979    
Audit and tax fees     82,405    
Legal fees     10,540    
Trustees fees and related expenses (Note 3)     4,110    
Registration fees     19,903    
Miscellaneous     8,202    
Total expenses     4,916,574    
Fees and expenses reimbursed by Manager (Note 3)     (131,074 )  
Expense reductions (Note 2)     (2,623 )  
Net expenses     4,782,877    
Net investment income (loss)     5,408,824    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of foreign capital gains tax of $348,376) (Note 2)     119,077,558    
Foreign currency, forward contracts and foreign currency related transactions
(net of CPMF tax of $5,493) (Note 2)
    (330,903 )  
Net realized gain (loss)     118,746,655    
Change in net unrealized appreciation (depreciation) on:  
Investments (net of change in foreign capital gains tax accrual of $17,159) (Note 2)     (14,535,972 )  
Foreign currency, forward contracts and foreign currency related transactions     41,730    
Net unrealized gain (loss)     (14,494,242 )  
Net realized and unrealized gain (loss)     104,252,413    
Net increase (decrease) in net assets resulting from operations   $ 109,661,237    

 

See accompanying notes to the financial statements.


19



GMO Emerging Countries Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 5,408,824     $ 6,550,482    
Net realized gain (loss)     118,746,655       124,974,708    
Change in net unrealized appreciation (depreciation)     (14,494,242 )     (76,541,791 )  
Net increase (decrease) in net assets from operations     109,661,237       54,983,399    
Distributions to shareholders from:  
Net investment income  
Class III     (6,266,144 )     (6,274,494 )  
Class M     (465,425 )     (451,963 )  
Total distributions from net investment income     (6,731,569 )     (6,726,457 )  
Net realized gains  
Class III     (113,812,595 )     (97,439,141 )  
Class M     (10,207,292 )     (9,313,319 )  
Total distributions from net realized gains     (124,019,887 )     (106,752,460 )  
      (130,751,456 )     (113,478,917 )  
Net share transactions (Note 7):  
Class III     51,505,212       46,234,476    
Class M     3,819,194       (22,200,886 )  
Increase (decrease) in net assets resulting from net share
transactions
    55,324,406       24,033,590    
Total increase (decrease) in net assets     34,234,187       (34,461,928 )  
Net assets:  
Beginning of period     368,691,760       403,153,688    
End of period (including distributions in excess of net investment
income of $1,034,768 and $1,208,158, respectively)
  $ 402,925,947     $ 368,691,760    

 

See accompanying notes to the financial statements.


20




GMO Emerging Countries Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 16.04     $ 19.20     $ 15.99     $ 14.99     $ 8.54    
Income (loss) from investment operations:  
Net investment income (loss)     0.23       0.32       0.28       0.30       0.18    
Net realized and unrealized gain (loss)     4.87       2.50       5.09       3.43       6.71    
Total from investment operations     5.10       2.82       5.37       3.73       6.89    
Less distributions to shareholders:  
From net investment income     (0.30 )     (0.36 )     (0.35 )     (0.31 )     (0.22 )  
From net realized gains     (5.58 )     (5.62 )     (1.81 )     (2.42 )     (0.22 )  
Total distributions     (5.88 )     (5.98 )     (2.16 )     (2.73 )     (0.44 )  
Net asset value, end of period   $ 15.26     $ 16.04     $ 19.20     $ 15.99     $ 14.99    
Total Return     30.68 %(a)      16.20 %     36.38 %(a)      28.76 %(a)      81.45 %(a)   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 371,540     $ 339,268     $ 346,018     $ 249,005     $ 249,844    
Net expenses to average daily net assets     1.11 %(b)      1.06 %     1.10 %     1.10 %     1.16 %  
Net investment income to average daily
net assets
    1.31 %     1.74 %     1.68 %     2.12 %     1.82 %  
Portfolio turnover rate     72 %     58 %     35 %     53 %     57 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.03 %           0.01 %     0.05 %     0.06 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


21



GMO Emerging Countries Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 15.90     $ 19.05     $ 15.87     $ 14.91     $ 8.51    
Income (loss) from investment operations:  
Net investment income (loss)     0.18       0.30       0.27       0.26       0.11    
Net realized and unrealized gain (loss)     4.82       2.44       5.00       3.39       6.71    
Total from investment operations     5.00       2.74       5.27       3.65       6.82    
Less distributions to shareholders:  
From net investment income     (0.25 )     (0.27 )     (0.28 )     (0.27 )     (0.20 )  
From net realized gains     (5.58 )     (5.62 )     (1.81 )     (2.42 )     (0.22 )  
Total distributions     (5.83 )     (5.89 )     (2.09 )     (2.69 )     (0.42 )  
Net asset value, end of period   $ 15.07     $ 15.90     $ 19.05     $ 15.87     $ 14.91    
Total Return     30.29 %(a)      15.89 %     35.99 %(a)      28.30 %(a)      80.98 %(a)   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 31,386     $ 29,423     $ 57,136     $ 69,109     $ 58,346    
Net expenses to average daily net assets     1.41 %(b)      1.36 %     1.39 %     1.40 %     1.45 %  
Net investment income to average daily
net assets
    0.99 %     1.63 %     1.65 %     1.82 %     1.27 %  
Portfolio turnover rate     72 %     58 %     35 %     53 %     57 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.03 %           0.01 %     0.05 %     0.06 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding during the period.

See accompanying notes to the financial statements.


22




GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its investment objective by outperforming the S&P/IFC (Investable) Composite Index. The Fund typically makes equity investments in companies whose stocks are traded in the securities markets of the world's non-developed countries, which excludes countries that are included in the MSCI EAFE Index.

Throughout the year ended February 29, 2008, 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.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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 investment 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 pursuant to


23



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. There were no forward currency contracts outstanding at the end of the period.

Futures contracts

The Fund may purchase and sell futures contracts. 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


24



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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


25



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

loss. The risk associated with purchasing put and call options is limited to the premium paid. There were no purchased option contracts outstanding at the end of the period.

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

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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

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


26



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

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 29, 2008, the Fund had loaned securities valued by the Fund at $425,700, collateralized by cash in the amount of $442,500, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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

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


27



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The accrual for capital gains and repatriation taxes is included in net unrealized gain (loss) in the Statement of Operations. For the year ended February 29, 2008, the Fund incurred $348,376 in capital gains taxes which is included in net realized gain (loss) in the Statement of Operations.

The Fund is currently subject to a Taiwanese security transaction tax of 0.3% of the transaction amount on equities and 0.1% of the transaction amount on corporate bonds and mutual fund shares, which must be paid by the Fund upon the sale or transfer of any portfolio securities subject to such tax.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. The CPMF tax has been included in the net realized gain (loss) on investments throughout the year. For the year ended February 29, 2008, the Fund incurred $5,493 in CPMF tax which is included in net realized gain (loss) on foreign currency, forward contracts and foreign currency related transactions in the Statement of Operations.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to passive foreign investment company transactions, losses on wash sale transactions, post-October currency losses and foreign currency transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 1,496,135     $ (1,634,115 )   $ 137,980    

 


28



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 22,711,741     $ 17,374,220    
Long-term capital gains     108,039,715       96,104,697    
Total distributions   $ 130,751,456     $ 113,478,917    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 3,982,667    
Undistributed long-term capital gain   $ 40,961,616    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October currency losses of $594,300.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 327,673,328     $ 86,549,365     $ (15,479,310 )   $ 71,070,055    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.


29



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 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.

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

Investments in securities of issuers in emerging countries present certain risks that are not inherent in many other investments. Many emerging countries present elements of political and/or economic instability. The securities markets of emerging countries are generally smaller and less developed than the securities markets of the U.S. and developed foreign markets. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The markets in emerging countries are typically less liquid than those of developed markets. Accordingly, the Fund may not be able to realize in an actual sale amounts approximating those used to value its holdings.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.


30



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.65% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.

Class M shares of the Fund pay GMO an administration fee monthly at an annual rate of 0.20% of average daily Class M net assets for support services provided to Class M shareholders.

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 Class M net assets. This fee may be spent on personal services rendered to Class M shareholders of the Fund and/or maintenance of Class M shareholder accounts.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding the administration fee (Class M only), distribution (12b-1) fee (Class M only), shareholder service fees (Class III only), fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 1.00% of the 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 29, 2008 was $3,558 and $1,859 respectively. The compensation and expenses of the CCO


31



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $292,284,768 and $374,390,380, 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 29, 2008, 27.33% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.

As of February 29, 2008, 0.10% of the Fund's shares were held by eight related parties comprised of certain GMO employee accounts, and 18.26% of the Fund's shares were held by accounts for which the Manager has investment discretion.


32



GMO Emerging Countries Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     957,007     $ 16,034,781       1,442,762     $ 27,694,596    
Shares issued to shareholders
in reinvestment of distributions
    6,663,042       113,483,330       5,918,651       97,273,044    
Shares repurchased     (4,425,134 )     (78,012,899 )     (4,234,129 )     (78,733,164 )  
Net increase (decrease)     3,194,915     $ 51,505,212       3,127,284     $ 46,234,476    
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class M:   Shares   Amount   Shares   Amount  
Shares sold     628,963     $ 10,927,518       917,075     $ 16,897,698    
Shares issued to shareholders
in reinvestment of distributions
    634,368       10,672,717       598,918       9,765,282    
Shares repurchased     (1,031,321 )     (17,781,041 )     (2,664,680 )     (48,863,866 )  
Net increase (decrease)     232,010     $ 3,819,194       (1,148,687 )   $ (22,200,886 )  

 


33




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Countries Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Countries Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


34



GMO Emerging Countries Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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 (12b-1) and/or administration 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.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 though February 29, 2008.

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, an $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     1.12 %   $ 1,000.00     $ 1,048.00     $ 5.70    
2) Hypothetical     1.12 %   $ 1,000.00     $ 1,019.29     $ 5.62    
Class M  
1) Actual     1.42 %   $ 1,000.00     $ 1,046.60     $ 7.23    
2) Hypothetical     1.42 %   $ 1,000.00     $ 1,017.80     $ 7.12    

 

*  Expenses are calculated using each Class's annualized expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


35



GMO Emerging Countries Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $108,039,715 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $1,317,663 and recognized foreign source income of $10,992,643.

For taxable, non-corporate shareholders, 17.55% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $70,408 and $15,980,172, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


38



Principal Officers:

Name, Address,
and DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002-2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Global Growth Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Global Growth Fund

(A Series of GMO Trust)

Portfolio Managers

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 Global Growth Fund returned +3.1% for the fiscal year ended February 29, 2008, as compared to -0.5% for the MSCI World Index and +3.5% for the S&P/Citigroup PMI World Growth Index. The Fund was invested substantially in global equity securities throughout the period.

Country allocation had minimal impact on relative performance. Among country positions, the positive impact of our underweight to Japan was largely offset by the negative impact from our underweight to Canada.

Sector weightings had a negative impact on performance relative to the Growth index. During the period, an overweight position in Consumer Discretionary and an underweight position in Consumer Staples detracted.

Currency allocation had a positive impact on relative performance as our underweight in the U.S. dollar and overweight in the Swiss franc added value. The U.S. dollar weakened relative to most foreign currencies, which boosted returns for U.S. investors. The MSCI World Index returned almost 6% more in U.S. dollar terms than in local currency.

Among GMO's global quantitative stock selection disciplines, only stocks ranked highly by momentum outperformed significantly (and price momentum did much better than earnings revision momentum). Those stocks favored by intrinsic value underperformed.

Stock selection had a positive impact on relative performance. Among the most significant contributors were holdings in German automaker Volkswagen and Hong Kong Exchanges & Clearing, both of which outperformed. Holdings in Royal Bank of Scotland and Fannie Mae underperformed, which hurt 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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .25% on the purchase and .25% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.



GMO Global Growth Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     97.9 %  
Short-Term Investments     1.4    
Preferred Stocks     0.6    
Forward Currency Contracts     0.2    
Rights and Warrants     0.0    
Other     (0.1 )  
      100.0 %  
Country Summary   % of Equity Investments  
United States     45.3 %  
United Kingdom     9.0    
Japan     7.0    
Germany     6.5    
France     5.0    
Finland     4.0    
Hong Kong     3.5    
Singapore     3.1    
Canada     3.1    
Australia     2.9    
Switzerland     2.5    
Denmark     1.6    
Norway     1.3    
Spain     1.2    
Italy     1.1    
Netherlands     1.0    
Sweden     1.0    
Belgium     0.4    
Ireland     0.3    
Austria     0.2    
      100.0 %  

 


1



GMO Global Growth Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Information Technology     14.5 %  
Energy     14.3    
Financials     13.7    
Health Care     13.5    
Industrials     11.3    
Consumer Discretionary     9.3    
Materials     9.2    
Consumer Staples     8.0    
Utilities     3.9    
Telecommunication Services     2.3    
      100.0 %  

 


2




GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 97.9%  
        Australia — 2.8%  
    9,762     BHP Billiton Ltd     353,216    
    1,580     Commonwealth Bank of Australia     61,184    
    2,324     CSL Ltd     77,946    
    694     Macquarie Group Ltd     34,659    
    3,104     QBE Insurance Group Ltd     64,202    
    827     Rio Tinto Ltd     103,048    
    15,616     Telstra Corp Ltd     70,200    
    3,028     Woodside Petroleum Ltd     158,339    
    2,326     Woolworths Ltd     62,121    
    Total Australia     984,915    
        Austria — 0.2%  
    234     Oesterreichische Elektrizitaetswirtschafts AG Class A     17,319    
    886     OMV AG     64,018    
    Total Austria     81,337    
        Belgium — 0.4%  
    2,924     Fortis     64,598    
    743     Inbev NV     67,153    
    67     UCB SA     3,176    
    Total Belgium     134,927    
        Canada — 3.0%  
    700     Bank of Nova Scotia     33,988    
    1,400     Canadian Natural Resources     104,916    
    1,100     Canadian Pacific Railway Ltd     79,953    
    1,700     EnCana Corp     129,592    
    1,200     Husky Energy Inc     50,841    
    500     Imperial Oil Ltd     28,118    
    1,800     Potash Corp of Saskatchewan Inc     286,171    
    2,100     Research In Motion Ltd *     218,758    
    700     Suncor Energy Inc     72,187    

 

See accompanying notes to the financial statements.


3



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Canada — continued  
    500     Toronto Dominion Bank     33,477    
    Total Canada     1,038,001    
        Denmark — 1.5%  
    7     AP Moller-Maersk A/S     71,931    
    800     Danske Bank A/S     30,559    
    564     FLSmidth & Co A/S     52,659    
    3,900     Novo-Nordisk A/S     266,793    
    1,100     Vestas Wind Systems A/S *     111,516    
    Total Denmark     533,458    
        Finland — 4.0%  
    3,710     Fortum Oyj     154,902    
    1,858     Kone Oyj     65,011    
    1,015     Metso Oyj     52,808    
    21,978     Nokia Oyj     789,617    
    1,531     Nokian Renkaat Oyj     62,944    
    1,406     Rautaruukki Oyj     61,302    
    4,225     Sampo Oyj Class A     114,668    
    1,085     Wartsila Oyj Class B     74,167    
    Total Finland     1,375,419    
        France — 4.9%  
    530     Alstom     111,385    
    3,232     Arcelor Mittal     245,401    
    2,098     BNP Paribas     187,561    
    3,039     Electricite de France     283,447    
    1,091     Peugeot SA     82,937    
    5,675     Sanofi-Aventis     419,454    
    513     Societe Generale     54,891    
    128     Societe Generale NV (New Shares) *     14,065    
    3,801     Total SA     286,231    
    Total France     1,685,372    

 

See accompanying notes to the financial statements.


4



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Germany — 5.9%  
    345     Allianz SE (Registered)     59,476    
    1,325     Altana AG     30,865    
    1,634     BASF AG     208,949    
    1,846     Bayer AG     142,067    
    2,028     Daimler AG (Registered) (a)     168,879    
    1,008     Deutsche Boerse AG     160,398    
    1,750     E.ON AG     329,483    
    219     K&S AG     63,723    
    762     MAN AG     100,509    
    21     Merck KGaA     2,611    
    774     Metro AG     64,194    
    652     Q-Cells AG *     52,560    
    1,317     Siemens AG (Registered)     167,949    
    996     Solarworld AG     45,018    
    2,014     ThyssenKrupp AG     115,820    
    1,186     Volkswagen AG     270,046    
    192     Wacker-Chemie AG     40,784    
    Total Germany     2,023,331    
        Hong Kong — 3.4%  
    4,800     Bank of East Asia Ltd     25,782    
    8,000     Cheung Kong Holdings Ltd     119,499    
    18,500     CLP Holdings Ltd     144,617    
    8,600     Esprit Holdings Ltd     108,076    
    24,000     Hang Lung Properties Ltd     86,180    
    6,300     Hang Seng Bank Ltd     119,248    
    32,000     Hong Kong & China Gas     93,185    
    500     Hong Kong Electric Holdings Ltd     2,832    
    10,000     Hong Kong Exchanges and Clearing Ltd     189,971    
    18,000     Li & Fung Ltd     65,472    
    23,000     New World Development Co Ltd     61,824    
    9,000     Sun Hung Kai Properties Ltd     156,838    
    Total Hong Kong     1,173,524    

 

See accompanying notes to the financial statements.


5



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Ireland — 0.3%  
    1,734     Allied Irish Banks Plc     35,102    
    5,593     Bank of Ireland     78,678    
    Total Ireland     113,780    
        Italy — 1.1%  
    10,640     ENI SPA     367,412    
        Japan — 6.9%  
    700     Astellas Pharma Inc     30,594    
    1,200     Canon Inc     53,790    
    700     Daikin Industries Ltd     31,498    
    700     Daito Trust Construction Co Ltd     37,975    
    7,000     Fuji Heavy Industries Ltd     30,537    
    8,000     Honda Motor Co Ltd     244,203    
    700     JFE Holdings Inc     31,190    
    3,200     Komatsu Ltd     81,294    
    15,000     Marubeni Corp     113,567    
    2,900     Mitsubishi Corp     88,480    
    2,000     Mitsubishi Estate Co Ltd     48,741    
    5,000     Mitsui & Co     108,737    
    2,000     Mitsui Fudosan Co Ltd     40,608    
    5,000     Mitsui OSK Lines Ltd     64,939    
    1,000     Nikon Corp     28,010    
    800     Nintendo Co Ltd     398,317    
    10,500     Nippon Mining Holdings Inc     62,190    
    12,000     Nippon Oil Corp     81,860    
    10,000     Nippon Steel Corp     52,612    
    5,000     Nippon Yusen KK     46,202    
    11,200     Nissan Motor Co     100,721    
    7     NTT Data Corp     32,757    
    15,000     Osaka Gas Co Ltd     60,185    
    4,700     Seven & I Holdings Co Ltd     116,867    
    1,900     Shin-Etsu Chemical Co Ltd     102,536    
    900     SUMCO Corp     19,902    
    3,200     Takeda Pharmaceutical Co Ltd     178,557    

 

See accompanying notes to the financial statements.


6



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — continued  
    5,000     Tokyo Gas Co Ltd     22,429    
    2,000     TonenGeneral Sekiyu KK     18,987    
    5,000     Toshiba Corp     37,504    
    Total Japan     2,365,789    
        Netherlands — 1.0%  
    2,145     Heineken NV     120,979    
    6,658     ING Groep NV     221,257    
    Total Netherlands     342,236    
        Norway — 1.3%  
    3,700     DnB NOR ASA     54,122    
    3,200     Orkla ASA     39,779    
    10,138     StatoilHydro ASA     308,918    
    2,100     Telenor ASA *     43,001    
    Total Norway     445,820    
        Singapore — 3.0%  
    26,000     Capitaland Ltd     114,869    
    9,000     City Developments Ltd     75,535    
    18,000     Keppel Corp Ltd     135,633    
    19,000     Oversea-Chinese Banking Corp     102,496    
    6,800     Singapore Airlines Ltd     73,759    
    11,000     Singapore Exchange Ltd     64,005    
    43,000     Singapore Technologies Engineering Ltd     103,972    
    85,320     Singapore Telecommunications     230,852    
    11,000     United Overseas Bank Ltd     139,473    
    Total Singapore     1,040,594    
        Spain — 1.2%  
    137     Acciona SA     34,803    
    1,239     Gas Natural SDG SA     75,076    
    701     Inditex SA     36,139    
    2,174     Repsol YPF SA     74,996    

 

See accompanying notes to the financial statements.


7



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Spain — continued  
    6,937     Telefonica SA     200,733    
    Total Spain     421,747    
        Sweden — 1.0%  
    475     Alfa Laval AB     25,507    
    1,125     Hennes & Mauritz AB Class B     63,099    
    3,900     Sandvik AB     65,762    
    1,200     Scania AB Class B     28,950    
    400     SSAB Svenskt Stal AB Series A     11,200    
    2,000     Svenska Cellulosa AB Class B     32,829    
    1,700     Swedbank AB     45,947    
    1,500     Tele2 AB Class B     26,365    
    2,800     Volvo AB Class B     41,569    
    Total Sweden     341,228    
        Switzerland — 2.5%  
    6,440     ABB Ltd     160,448    
    800     Alcon Inc     115,784    
    178     Nestle SA (Registered)     84,957    
    7,319     Novartis AG (Registered)     361,506    
    416     Zurich Financial Services AG     130,046    
    Total Switzerland     852,741    
        United Kingdom — 8.9%  
    5,245     AstraZeneca Plc     196,045    
    18,666     Barclays Plc     174,944    
    9,030     BG Group Plc     212,846    
    7,049     BHP Billiton Plc     225,498    
    2,825     British American Tobacco Plc     105,929    
    407     Cairn Energy Plc *     21,836    
    9,639     Centrica Plc     61,543    
    6,214     GlaxoSmithKline Plc     135,643    
    13,769     HBOS Plc     163,616    
    4,475     HSBC Holdings Plc     67,650    

 

See accompanying notes to the financial statements.


8



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued  
    2,255     Imperial Tobacco Group Plc     104,389    
    5,929     J Sainsbury Plc     41,568    
    522     London Stock Exchange     13,998    
    1,622     Next Plc     41,137    
    29,796     Old Mutual Plc     73,599    
    3,152     Rio Tinto Plc     354,624    
    51,044     Royal Bank of Scotland Group     385,920    
    2,317     Royal Dutch Shell Group Class A (Amsterdam)     82,855    
    3,258     Royal Dutch Shell Plc A Shares (London)     116,494    
    2,755     SABMiller Breweries Plc     57,237    
    2,715     Unilever Plc     85,540    
    1,390     Vedanta Resources Plc     59,800    
    68,742     Vodafone Group Inc     221,309    
    12,410     William Morrison Supermarkets Plc     72,747    
    Total United Kingdom     3,076,767    
        United States — 44.6%  
    3,100     3M Co.     243,040    
    1,900     Abbott Laboratories     101,745    
    1,000     Abercrombie & Fitch Co.-Class A     77,530    
    1,800     Accenture Ltd.     63,450    
    800     ACE Ltd.     44,992    
    1,000     Adobe Systems, Inc. *     33,650    
    1,000     Aetna, Inc.     49,600    
    500     Air Products & Chemicals, Inc.     45,665    
    1,200     Amazon.com, Inc. *     77,364    
    1,000     American Express Co.     42,300    
    3,300     American International Group, Inc.     154,638    
    200     AmerisourceBergen Corp.     8,344    
    1,200     Amgen, Inc. *     54,624    
    1,700     Anadarko Petroleum Corp.     108,358    
    700     Apache Corp.     80,297    
    4,500     Apple, Inc. *     562,590    
    800     Archer-Daniels-Midland Co.     36,080    

 

See accompanying notes to the financial statements.


9



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United States — continued  
    700     Autodesk, Inc. *     21,763    
    2,700     Automatic Data Processing, Inc.     107,865    
    1,500     Avon Products, Inc.     57,090    
    1,700     Bank of New York Mellon Corp. (The)     74,579    
    700     Bard (C.R.), Inc.     66,353    
    2,300     Baxter International, Inc.     135,746    
    1,200     Becton Dickinson & Co.     108,504    
    2,400     Bed Bath & Beyond, Inc. *     68,016    
    2,900     Best Buy Co., Inc.     124,729    
    2,400     Boston Scientific Corp. *     30,216    
    700     Bunge Ltd.     77,588    
    500     Caterpillar, Inc.     36,165    
    1,200     CH Robinson Worldwide, Inc.     60,924    
    4,100     Chevron Corp.     355,306    
    1,500     Chubb Corp.     76,350    
    1,500     Citrix Systems, Inc. *     49,395    
    100     CME Group, Inc.     51,330    
    2,600     Coach, Inc. *     78,832    
    1,500     Coca Cola Enterprises, Inc.     36,645    
    6,500     Coca-Cola Co. (The)     379,990    
    1,500     Cognizant Technologies Solutions Corp.-Class A *     45,315    
    400     Colgate-Palmolive Co.     30,436    
    3,942     ConocoPhillips     326,043    
    500     Constellation Energy Group, Inc.     44,175    
    1,500     Corning, Inc.     34,845    
    700     CSX Corp.     33,964    
    700     Danaher Corp.     51,905    
    1,500     Deere & Co.     127,815    
    2,900     Dell, Inc. *     57,565    
    600     Diamond Offshore Drilling, Inc.     72,498    
    3,400     eBay, Inc. *     89,624    
    1,000     Ecolab, Inc.     46,790    
    7,600     EMC Corp. *     118,104    
    700     Emerson Electric Co.     35,672    

 

See accompanying notes to the financial statements.


10



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United States — continued  
    500     Energizer Holdings, Inc. *     46,415    
    200     Entergy Corp.     20,548    
    200     Everest Re Group Ltd.     19,376    
    1,400     Expeditors International of Washington, Inc.     55,048    
    1,000     Express Scripts, Inc. *     59,100    
    8,000     Exxon Mobil Corp.     696,080    
    800     Fastenal Co.     32,528    
    200     Fluor Corp.     27,850    
    2,200     Forest Laboratories, Inc. *     87,494    
    700     Franklin Resources, Inc.     66,059    
    700     Freeport-McMoRan Copper & Gold, Inc.     70,602    
    2,600     Gap (The), Inc.     52,442    
    500     Garmin Ltd.     29,355    
    700     General Dynamics Corp.     57,295    
    400     Genzyme Corp. *     28,368    
    1,700     Gilead Sciences, Inc. *     80,444    
    200     Goldman Sachs Group, Inc.     33,926    
    800     Google, Inc.-Class A *     376,944    
    1,900     Harley-Davidson, Inc.     70,604    
    700     Hess Corp.     65,226    
    6,400     Hewlett-Packard Co.     305,728    
    6,900     Home Depot, Inc.     183,195    
    1,000     Honeywell International, Inc.     57,540    
    1,700     Illinois Tool Works, Inc.     83,419    
    6,100     Intel Corp.     121,695    
    3,100     International Business Machines Corp.     352,966    
    400     Jacobs Engineering Group, Inc. *     32,116    
    15,400     Johnson & Johnson     954,184    
    700     Johnson Controls, Inc.     23,002    
    1,700     JPMorgan Chase & Co.     69,105    
    1,400     Juniper Networks, Inc. *     37,548    
    1,500     Kroger Co.     36,375    
    700     Lockheed Martin Corp.     72,240    
    8,500     Lowe's Cos., Inc.     203,745    

 

See accompanying notes to the financial statements.


11



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United States — continued  
    1,000     Marathon Oil Corp.     53,160    
    500     Mastercard, Inc.-Class A     95,000    
    4,300     McDonald's Corp.     232,673    
    2,100     McGraw-Hill Cos., Inc.     85,953    
    500     McKesson Corp.     29,380    
    2,000     Medco Health Solutions, Inc. *     88,620    
    1,700     Medtronic, Inc.     83,912    
    400     MEMC Electronic Materials, Inc. *     30,512    
    5,100     Merck & Co., Inc.     225,930    
    1,200     MetLife, Inc.     69,912    
    424     MGM Mirage *     26,114    
    9,900     Microsoft Corp.     269,478    
    700     Molson Coors Brewing Co.-Class B     37,772    
    2,400     Monsanto Co.     277,632    
    1,800     National Oilwell Varco, Inc. *     112,140    
    2,200     Nike, Inc.-Class B     132,440    
    600     Northern Trust Corp.     40,578    
    2,200     Nvidia Corp. *     47,058    
    2,700     Occidental Petroleum Corp.     208,899    
    12,200     Oracle Corp. *     229,360    
    700     Paccar, Inc.     30,366    
    3,000     Paychex, Inc.     94,380    
    700     Pepsi Bottling Group, Inc.     23,807    
    7,500     PepsiCo, Inc.     521,700    
    6,900     Pfizer, Inc.     153,732    
    700     Praxair, Inc.     56,196    
    700     Precision Castparts Corp.     77,273    
    1,000     Prudential Financial, Inc.     72,970    
    1,800     Qualcomm, Inc.     76,266    
    800     Rockwell Collins, Inc.     47,120    
    2,400     Schering-Plough Corp.     52,080    
    3,300     Schlumberger Ltd.     285,285    
    1,700     Seagate Technology     36,669    
    800     Smith International, Inc.     50,424    

 

See accompanying notes to the financial statements.


12



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United States — continued  
    900     Southern Copper Corp.     102,699    
    600     SPX Corp.     61,380    
    1,200     State Street Corp.     94,260    
    2,200     Stryker Corp.     143,242    
    3,600     Symantec Corp. *     60,624    
    3,300     Sysco Corp.     92,598    
    2,100     TD Ameritrade Holding Corp. *     38,430    
    1,900     Texas Instruments, Inc.     56,924    
    1,000     Thermo Fisher Scientific, Inc. *     55,930    
    2,500     TJX Cos., Inc.     80,000    
    769     Transocean, Inc. *     108,052    
    2,700     United Parcel Service, Inc.-Class B     189,648    
    2,700     United Technologies Corp.     190,377    
    2,900     UnitedHealth Group, Inc.     134,792    
    1,000     Valero Energy Corp.     57,770    
    5,600     Walgreen Co.     204,456    
    3,400     Wal-Mart Stores, Inc.     168,606    
    1,900     Walt Disney Co. (The)     61,579    
    700     Weatherford International Ltd. *     48,244    
    1,200     Zimmer Holdings, Inc. *     90,348    
    Total United States     15,399,716    
    TOTAL COMMON STOCKS (COST $34,505,524)     33,798,114    
        PREFERRED STOCKS — 0.6%  
        Germany — 0.6%  
    39     Porsche AG (Non Voting) 0.06%     67,621    
    979     Volkswagen AG 2.02%     136,412    
    Total Germany     204,033    
    TOTAL PREFERRED STOCKS (COST $167,554)     204,033    

 

See accompanying notes to the financial statements.


13



GMO Global Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        RIGHTS AND WARRANTS — 0.0%  
        France — 0.0%  
    1     Societe Generale Rights, Expires 02/29/08 *(b)     9    
    TOTAL RIGHTS AND WARRANTS (COST $7)     9    
        SHORT-TERM INVESTMENTS — 1.4%  
    174,110     Bank of New York Mellon Institutional Cash Reserves Fund (c)     174,110    
    300,000     BNP Paribas Time Deposit, 3.19%, due 03/03/08     300,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $474,110)     474,110    
            TOTAL INVESTMENTS — 99.9%
(Cost $35,147,195)
    34,476,266    
            Other Assets and Liabilities (net) — 0.1%     42,308    
    TOTAL NET ASSETS — 100.0%   $ 34,518,574    

 

See accompanying notes to the financial statements.


14



GMO Global Growth Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
5/23/08   CAD     964,963     $ 978,836     $ 26,137    
5/23/08   CHF     1,377,295       1,322,991       63,702    
5/23/08   JPY     149,403,527       1,444,856       49,588    
5/23/08   JPY     149,403,527       1,444,856       50,719    
5/23/08   NZD     89,533       70,647       (102 )  
5/23/08   SEK     4,827,584       779,981       20,726    
5/23/08   SGD     801,899       576,819       6,864    
    $ 6,618,986     $ 217,634    
Sales  
5/23/08   AUD     742,190     $ 683,975     $ (8,931 )  
5/23/08   DKK     1,975,842       401,398       (11,939 )  
5/23/08   EUR     857,349       1,297,849       (38,164 )  
5/23/08   EUR     857,349       1,297,849       (38,468 )  
5/23/08   GBP     677,386       1,338,156       (24,864 )  
5/23/08   HKD     1,082,641       139,332       (272 )  
5/23/08   JPY     23,820,000       230,359       (5,767 )  
5/23/08   NOK     2,151,420       409,977       (10,248 )  
5/23/08   SGD     160,000       115,091       (1,840 )  
    $ 5,913,986     $ (140,493 )  

 

See accompanying notes to the financial statements.


15



GMO Global Growth Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

*  Non-income producing security.

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

(b)  As of February 29, 2008, the Fund elected to sell these rights but the sale did not occur until after the Fund's year end.

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

As of February 29, 2008, 49.38% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

DKK - Danish Krone

EUR - Euro

GBP - British Pound

HKD - Hong Kong Dollar

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

SGD - Singapore Dollar

See accompanying notes to the financial statements.


16




GMO Global Growth Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $160,380 (cost $35,147,195) (Note 2)   $ 34,476,266    
Cash     97,159    
Foreign currency, at value (cost $83,145) (Note 2)     84,548    
Receivable for investments sold     9,230    
Receivable for Fund shares sold     1,799    
Dividends and interest receivable     55,164    
Foreign taxes receivable     5,917    
Unrealized appreciation on open forward currency contracts (Note 2)     217,736    
Receivable for expenses reimbursed by Manager (Note 3)     31,465    
Total assets     34,979,284    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     174,110    
Payable for investments purchased     18,466    
Payable to affiliate for (Note 3):  
Management fee     11,684    
Shareholder service fee     3,729    
Trustees and Chief Compliance Officer of GMO Trust fees     27    
Unrealized depreciation on open forward currency contracts (Note 2)     140,595    
Accrued expenses     112,099    
Total liabilities     460,710    
Net assets   $ 34,518,574    
Net assets consist of:  
Paid-in capital   $ 35,088,965    
Distributions in excess of net investment income     (89,207 )  
Accumulated net realized gain     109,793    
Net unrealized depreciation     (590,977 )  
    $ 34,518,574    
Net assets attributable to:  
Class III shares   $ 34,518,574    
Shares outstanding:  
Class III     1,448,880    
Net asset value per share:  
Class III   $ 23.82    

 

See accompanying notes to the financial statements.


17



GMO Global Growth Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $26,386)   $ 334,441    
Interest     33,661    
Securities lending income     3,385    
Total investment income     371,487    
Expenses:  
Management fee (Note 3)     79,674    
Shareholder service fee – Class III (Note 3)     25,428    
Custodian and fund accounting agent fees     129,338    
Transfer agent fees     26,751    
Audit and tax fees     72,707    
Legal fees     1,813    
Trustees fees and related expenses (Note 3)     135    
Registration fees     92    
Miscellaneous     1,811    
Total expenses     337,749    
Fees and expenses reimbursed by Manager (Note 3)     (232,542 )  
Expense reductions (Note 2)     (1,551 )  
Net expenses     103,656    
Net investment income (loss)     267,831    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     9,893,105    
Closed futures contracts     46,321    
Foreign currency, forward contracts and foreign currency related transactions     226,168    
Net realized gain (loss)     10,165,594    
Change in net unrealized appreciation (depreciation) on:  
Investments     (12,245,557 )  
Open futures contracts     (102,607 )  
Foreign currency, forward contracts and foreign currency related transactions     58,426    
Net unrealized gain (loss)     (12,289,738 )  
Net realized and unrealized gain (loss)     (2,124,144 )  
Net increase (decrease) in net assets resulting from operations   $ (1,856,313 )  

 

See accompanying notes to the financial statements.


18



GMO Global Growth Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 267,831     $ 794,292    
Net realized gain (loss)     10,165,594       3,889,761    
Change in net unrealized appreciation (depreciation)     (12,289,738 )     3,319,656    
Net increase (decrease) in net assets from operations     (1,856,313 )     8,003,709    
Distributions to shareholders from:  
Net investment income  
Class III     (576,031 )     (474,914 )  
Net realized gains  
Class III     (1,987,132 )     (8,279,516 )  
      (2,563,163 )     (8,754,430 )  
Net share transactions (Note 7):  
Class III     (31,353,712 )     18,749,599    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     67,093       30,368    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    (31,286,619 )     18,779,967    
Total increase (decrease) in net assets     (35,706,095 )     18,029,246    
Net assets:  
Beginning of period     70,224,669       52,195,423    
End of period (including distributions in excess of net investment
income of $89,207 and $75,436, respectively)
  $ 34,518,574     $ 70,224,669    

 

See accompanying notes to the financial statements.


19




GMO Global Growth Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005(a)   
Net asset value, beginning of period   $ 24.59     $ 25.13     $ 22.67     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.40       0.31       0.33       0.15    
Net realized and unrealized gain (loss)     0.45 (b)      2.56       2.72       2.79    
Total from investment operations     0.85       2.87       3.05       2.94    
Less distributions to shareholders:  
From net investment income     (0.49 )     (0.17 )     (0.10 )     (0.27 )  
From net realized gains     (1.13 )     (3.24 )     (0.49 )        
Total distributions     (1.62 )     (3.41 )     (0.59 )     (0.27 )  
Net asset value, end of period   $ 23.82     $ 24.59     $ 25.13     $ 22.67    
Total Return(c)      3.10 %     12.45 %     13.61 %     14.72 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 34,519     $ 70,225     $ 52,195     $ 57,960    
Net expenses to average daily net assets     0.62 %(d)      0.62 %     0.62 %     0.62 %*   
Net investment income to average daily net assets     1.58 %     1.27 %     1.40 %     1.17 %*   
Portfolio turnover rate     158 %     43 %     53 %     40 %**   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    1.37 %     0.37 %     0.34 %     0.51 %*   
Purchase premiums and redemption fees consisted of the
following per share amounts: 
  $ 0.10     $ 0.01     $ 0.02       (e)   

 

(a)  Period from July 20, 2004 (commencement of operations) through February 28, 2005.

(b)  The amount shown for a share outstanding does not correspond with the aggregate 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 periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  The net expense ratio does not include the effect of expense reductions.

(e)  For the period ended February 28, 2005, the Fund received no purchase premiums or redemption fees.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


20




GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

GMO Global 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 Funds into classes.

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the S&P/Citigroup Primary Market Index ("PMI") World Growth Index. The Fund typically makes equity investments in companies from the world's developed countries, including the U.S.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.


21



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


22



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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.


23



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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

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


24



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no repurchase agreements outstanding at the end of the period.

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 29, 2008, the Fund had loaned securities valued by the Fund at $160,380, collateralized by cash in the amount of $174,110, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.


25



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to passive foreign investment company transactions, losses on wash sale transactions, foreign currency transactions, derivative contract transactions, redemption in-kind transactions, and post-October capital losses.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 294,429     $ (9,375,293 )   $ 9,080,864    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains
  $ 680,833     $ 1,480,945    
Long-term capital gains     1,882,330       7,273,485    
Total distributions   $ 2,563,163     $ 8,754,430    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 236,745    

 


26



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $52,121.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 35,219,026     $ 1,385,959     $ (2,128,719 )   $ (742,760 )  

 

For the period ended February 29, 2008, the Fund had net realized gains attributed to redemption in-kind transactions of $9,129,486.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchase and redemption of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.25% of the amount invested or redeemed. An additional purchase premium and redemption fee of 0.005% is charged for any purchases/redemptions (or any portion of a purchase/redemption)


27



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

effected in a currency other than the U.S. dollar. 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. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.


28



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.47% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.47% of the 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 29, 2008 was $135 and $0, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $33,470,839 and $66,153,492, 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.


29



GMO Global Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 99.58% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.03% of the Fund's shares were held by two related parties comprised of certain GMO employee accounts.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     920,964     $ 23,778,708       411,925     $ 10,092,340    
Shares issued to shareholders
in reinvestment of distributions
    102,111       2,562,902       367,063       8,657,259    
Shares repurchased     (2,430,110 )     (57,695,322 )              
Purchase premiums           59,409             30,368    
Redemption fees           7,684                
Net increase (decrease)     (1,407,035 )   $ (31,286,619 )     778,988     $ 18,779,967    

 


30




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Global Growth Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Global Growth Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008
 


31



GMO Global Growth Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred *
 
Class III  
1) Actual     0.62 %   $ 1,000.00     $ 954.60     $ 3.01    
2) Hypothetical     0.62 %   $ 1,000.00     $ 1,021.78     $ 3.12    

 

*  Expenses are calculated using the Class's annualized expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


32



GMO Global Growth Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $1,882,330 from long-term capital gains.

For taxable, non-corporate shareholders, 52.89% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 17.26% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 qualified for the dividends-received deduction.

The Fund hereby designates as qualified short-term capital gains with respect to its taxable year ended February 29, 2008, $53,168 or if determined to be different, the qualified short-term gains of such year.


33



GMO Global Growth Fund

(A Series of GMO Trust)


Note Concerning Distributions (Unaudited)

The Fund previously reported estimated sources of any dividends, short-term capital gains, and long-term capital gains distributions paid on a per share basis. Pursuant to Rule 19a-1(e) of the Investment Company Act, the following serves as a correction of such estimates. 6.75% of distributions to shareholders declared from net investment income during the Fund's fiscal year were reclassified to distributions from net realized gains and are reflected as such in the Statement of Changes in Net Assets.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


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
 
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

4  Partners HealthCare System, Inc. is a client of the Manager.


36



Principal Officers:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  
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).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin
Procter LLP (September 1996 – September 2003).
 
Gregory L. Pottle c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971   Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978   Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958   Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Foreign Small Companies Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Portfolio Managers

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Foreign Small Companies Fund returned -2.0% for the fiscal year ended February 29, 2008, as compared to -1.9% for the S&P/Citigroup EMI World ex-U.S. Index. The Fund was invested substantially in equity securities of small companies in countries outside of the U.S. throughout the period.

Fair value pricing of the Fund subtracted 0.7% from returns versus the benchmark, which utilizes local close prices. Using the local close, which we do for attribution, the Fund returned -1.2% for the fiscal year.

Stock selection added 1.1% to returns for the fiscal year. Stock selection outperformed in the United Kingdom, Japan, Spain, and the emerging markets. Stock selection underperformed in Germany and Canada.

Country selection subtracted 0.4% from performance for the fiscal year. The largest negative impact came from an underweight position in Canada, which subtracted 0.5% from 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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. The Fund commenced operations on June 30, 2000 subsequent to a transaction involving, in essence, the reorganization of the GMO Small Cap Active Pool of the Common Fund for Non-Profit Organizations (the "GMO Pool") as the GMO Foreign Small Companies Fund. All information relating to the time periods prior to June 30, 2000 relates to the GMO Pool. All information is unaudited. Performance for Class IV shares will vary due to different fees.



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     93.2 %  
Short-Term Investments     7.5    
Preferred Stocks     1.3    
Other     (2.0 )  
      100.0 %  
Country Summary   % of Equity Investments  
United Kingdom     19.7 %  
Japan     11.3    
Germany     11.1    
Canada     6.1    
Finland     6.0    
Italy     6.0    
Switzerland     5.9    
France     5.4    
South Korea     4.1    
Brazil     2.8    
Hong Kong     2.7    
Netherlands     2.5    
Spain     2.3    
Taiwan     2.3    
Norway     2.2    
Australia     1.4    
Singapore     1.4    
Ireland     1.0    
Mexico     0.8    
Sweden     0.8    
Austria     0.8    
Belgium     0.7    
Philippines     0.7    
China     0.6    
Malaysia     0.4    
Greece     0.3    
India     0.2    
Thailand     0.2    
Egypt     0.2    
New Zealand     0.1    
      100.0 %  

 


1



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Consumer Discretionary     21.0 %  
Industrials     20.4    
Financials     19.8    
Information Technology     8.6    
Consumer Staples     7.7    
Materials     7.1    
Energy     6.9    
Utilities     3.6    
Health Care     3.5    
Telecommunication Services     1.4    
      100.0 %  

 


2




GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 93.2%  
        Australia — 1.4%  
    658,714     Australian Vintage Ltd *      884,970    
    283,000     Billabong International Ltd     3,286,237    
    421,897     Consolidated Rutile Ltd     208,182    
    500,000     Macquarie Communications Group (a)      2,144,661    
    525,000     Metcash Ltd     2,020,714    
    438,800     PMP Ltd     662,402    
    239,716     Santos Ltd     2,841,431    
    1,500,000     SP AusNet     1,726,675    
    Total Australia     13,775,272    
        Austria — 0.7%  
    11,900     Agrana Beteiligungs AG     1,302,671    
    15,400     EVN AG     2,003,771    
    20,677     Flughafen Wien AG     2,364,304    
    35,000     Wienerberger AG     1,689,302    
    Total Austria     7,360,048    
        Belgium — 0.6%  
    102,000     AGFA-Gevaert NV (a)      984,018    
    25,278     Bekaert NV     3,329,181    
    64,200     Fortis VVPR Strip *      975    
    26,964     Omega Pharma SA     1,279,776    
    5,006     Unibra SA     758,613    
    Total Belgium     6,352,563    
        Brazil — 2.7%  
    103,100     Banco Sofisa SA     688,918    
    630,000     Cia Hering     3,539,117    
    450,000     Helbor Empreendimentos SA     2,980,309    
    758,500     Industrias Romi SA     7,580,066    
    586,000     JHSF Participacoes SA *      2,262,776    
    12,000     MPX Mineracao e Energia SA *      7,223,701    
    75,000     Porto Seguro SA     2,825,084    
    Total Brazil     27,099,971    

 

See accompanying notes to the financial statements.


3



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
            Canada — 5.8%          
    330,300     Air Canada Class A * (a)      3,080,675    
    1,152,300     Breakwater Resources Ltd *      1,639,035    
    299,300     CHC Helicopter Corp Class A     9,381,158    
    272,800     Flint Energy Services Ltd *      5,485,102    
    412,100     Gammon Gold Inc *      3,571,464    
    138,900     ING Canada Inc     5,644,907    
    90,600     KAP Resources Ltd * (b) (c)      921    
    291,800     Kingsway Financial Services Inc     3,868,926    
    333,500     Linamar Corp     4,743,714    
    225,000     Penn West Energy Trust     6,350,521    
    316,900     Precision Drilling Trust     7,035,067    
    316,200     RONA Inc *      4,468,724    
    949,300     Western Canadian Coal Corp * (a)      2,594,480    
    Total Canada     57,864,694    
        China — 0.6%  
    5,000,000     Franshion Properties China Ltd *      1,966,766    
    6,900,000     Uni-President China Holding Ltd *      3,830,722    
    Total China     5,797,488    
        Egypt — 0.1%  
    31,578     Lecico Egypt SAE GDR     347,358    
    100,000     Lecico Egypt SAE GDR 144A     1,100,000    
    Total Egypt     1,447,358    
        Finland — 5.6%  
    112,500     Atria Group Plc     2,638,649    
    243,000     Hk-Ruokatalo Oyj Class A     3,067,121    
    127,133     KCI Konecranes Oyj     4,615,916    
    356,768     Marimekko Oyj     7,695,170    
    411,979     Nokian Renkaat Oyj     16,937,763    
    224,200     Poyry Oyj     5,504,860    
    146,170     Ramirent Oyj     2,530,683    
    220,000     Tietoenator Oyj (a)      4,129,690    

 

See accompanying notes to the financial statements.


4



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Finland — continued  
    207,800     Uponor Oyj (a)      5,427,594    
    170,050     YIT Oyj (a)      4,224,553    
    Total Finland     56,771,999    
        France — 5.0%  
    3,700     Casino Guichard-Perrachon SA     418,497    
    23,271     Christian Dalloz     2,236,883    
    51,420     Clarins (a)      3,609,177    
    6,450     Damartex SA     179,916    
    77,200     Essilor International SA     4,583,961    
    43,962     Eurazeo     5,302,752    
    142,100     Fimatex * (a)      1,524,169    
    6,300     Gaumont SA (a)      562,071    
    48,200     GFI Industries SA (a)      4,428,665    
    9,000     Guyenne et Gascogne SA     1,316,518    
    53,100     Klepierre     3,100,962    
    75,000     M6-Metropole Television     1,768,015    
    94,070     Natixis     1,376,740    
    34,800     Peugeot SA     2,645,469    
    45,000     Publicis Groupe     1,625,078    
    1,351     SAGA     119,780    
    20,350     Seb SA     3,528,345    
    12,881     Sequana Capital     317,447    
    7,250     Somfy SA     1,640,883    
    21,000     Thales SA     1,285,011    
    45,472     Virbac SA     4,230,134    
    87,141     Zodiac SA     4,534,399    
    Total France     50,334,872    
        Germany — 9.7%  
    86,080     Aareal Bank AG     2,927,664    
    74,864     Adidas AG     4,751,690    
    15,200     Axel Springer AG     1,890,722    
    55,800     Beiersdorf AG (Bearer)     4,417,508    

 

See accompanying notes to the financial statements.


5



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Germany — continued  
    140,655     Cat Oil AG * (a)      3,022,764    
    29,100     Celesio AG     1,668,168    
    81,700     Commerzbank AG     2,456,247    
    30,900     Continental AG     3,047,117    
    98,000     DIC Asset AG     3,015,581    
    61,100     Douglas Holdings AG     3,242,408    
    162,216     Eurocastle Investment (a)      4,170,478    
    200,000     Francotyp-Postalia Holdings AG * (a)      1,404,532    
    68,000     Fresenius Medical Care AG & Co     3,560,217    
    127,500     Gagfah SA (a)      2,140,800    
    80,000     Gerresheimer AG *      3,938,858    
    114,367     Grenkeleasing AG     4,151,977    
    60,000     Hannover Rueckversicherungs AG (Registered) (a)      2,864,366    
    87,220     Heidelberger Druckmaschinen     2,130,142    
    29,057     Hypo Real Estate Holding AG (a)      836,738    
    615,000     Infineon Technologies AG *      4,973,712    
    95,000     IVG Immobilien AG     3,331,075    
    40,090     Leonische Drahtwerke AG     1,668,933    
    34,700     Metro AG     2,877,929    
    47,080     MTU Aero Engines Holding     2,389,757    
    65,146     Nemetschek AG     1,952,027    
    368,600     Patrizia Immobilien AG (a)      2,321,460    
    297,184     Praktiker Bau-Und Heim     7,345,136    
    5,588     Puma AG Rudolf Dassler Sport     1,988,227    
    375,000     Symrise AG *      10,223,203    
    41,800     Tognum AG *      1,019,057    
    100,000     Wacker Construction Equipment AG *      2,046,011    
    Total Germany     97,774,504    
        Greece — 0.2%  
    29,718     Folli-Follie Abee     946,731    
    50,000     Piraeus Bank SA     1,488,227    
    Total Greece     2,434,958    

 

See accompanying notes to the financial statements.


6



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Hong Kong — 2.6%  
    3,953,579     Hong Kong & Shanghai Hotels     6,367,603    
    2,607,702     Industrial & Commercial Bank of China     5,659,645    
    9,972,000     TPV Technology Ltd     5,976,305    
    624,900     Wing Lung Bank     7,710,307    
    Total Hong Kong     25,713,860    
        India — 0.2%  
    200,000     Welspun Gujarat Stahl Ltd     2,162,024    
        Ireland — 0.9%  
    66,346     Anglo Irish Bank Corp     939,636    
    507,600     Blackrock International *      253,069    
    67,019     CRH Plc     2,490,796    
    41,500     DCC Plc     1,044,152    
    55,000     FBD Holdings Plc     2,418,218    
    46,000     Grafton Group Plc *      373,295    
    379,440     IFG Group Plc     999,326    
    9,500     Irish Life & Permanent Plc     154,528    
    25,000     Kerry Group Plc     784,424    
    Total Ireland     9,457,444    
        Italy — 5.6%  
    355,000     Arnoldo Mondadori Editore SPA (a)      2,869,873    
    107,000     Banco Popolare Scarl *      2,023,264    
    157,000     Brembo SPA     2,360,971    
    179,200     Buzzi Unicem SPA     4,396,450    
    436,100     Campari     3,744,972    
    232,700     Finmeccanica SPA     7,156,332    
    307,716     Grouppo Editoriale L'Espresso (a)      1,265,020    
    1,228,700     IFIL SPA     9,526,347    
    300,300     Indesit Company SPA     3,746,772    
    621,425     Intesa San Paolo     4,173,768    
    100,000     Italcementi SPA     2,034,184    
    600,000     Snam Rete Gas SPA     4,172,332    
    2,359,364     Telecom Italia SPA-Di RISP     4,552,197    
    187,500     Unione di Banche Italiane ScpA     4,408,309    
    Total Italy     56,430,791    

 

See accompanying notes to the financial statements.


7



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — 10.7%  
    500,000     Asics Corp     5,827,381    
    600,000     Capcom (a)      16,455,128    
    140,800     Daiei Inc *      894,761    
    120,000     Diamond Lease Co Ltd     4,315,723    
    275,000     Hisamitsu Pharmaceutical Co Inc     8,769,340    
    450,000     Hitachi Chemical Co Ltd     8,575,064    
    300,000     Hitachi Koki Co Ltd     4,191,066    
    3,700     Hitachi Transport System Ltd     45,277    
    300,000     Izumi Co Ltd (a)      4,302,397    
    600     Japan Retail Fund Investment Corp     3,614,002    
    160,000     Keihin Corp     2,581,818    
    600,000     Keiyo Bank Ltd (The)     3,374,181    
    90,000     Micronics Japan Co Ltd     2,898,699    
    600,000     Nabtesco Corp     7,958,768    
    650,000     NHK Spring Co Ltd     5,052,979    
    260,000     Nippon System Development Co Ltd     3,652,550    
    450,000     Sanwa Shutter Corp     2,184,383    
    35     Seven Bank Ltd *      58,620    
    675,000     Shimadzu Corp     6,330,121    
    130,000     Sumitomo Rubber Industries     1,001,802    
    20,100     Tachihi Enterprise Co Ltd     1,292,199    
    200,000     Taiyo Ink Manufacturing Co Ltd     4,824,473    
    491,000     Tokyu Land Corp     3,309,375    
    325,000     Toyo Suisan Kaisha Ltd     5,297,368    
    1,254     USJ Co Ltd (a)      818,671    
    Total Japan     107,626,146    
        Malaysia — 0.4%  
    3,000,000     E&O Property Development *      2,133,855    
    480,900     Eastern & Oriental Berhad     340,717    
    700,000     IJM Corp Berhad     1,571,730    
    Total Malaysia     4,046,302    

 

See accompanying notes to the financial statements.


8



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Mexico — 0.8%  
    1,000,000     Controladora Comercial Mexicana SA de CV     2,567,694    
    1,096,400     Megacable Holdings SAB de CV *      3,086,504    
    1,700,000     Sare Holding SA de CV *      2,412,698    
    Total Mexico     8,066,896    
        Netherlands — 2.4%  
    288,097     Corporate Express (a)      3,411,652    
    173,345     CSM (a)      5,345,855    
    43,200     Fortis NV     952,353    
    131,100     Imtech NV     3,100,202    
    15,000     Koninklijke Ten Cate NV     506,801    
    170,000     Koninklijke Wessanen NV     2,274,895    
    286,136     Reed Elsevier NV     5,315,851    
    124,000     Vedior NV     3,105,871    
    Total Netherlands     24,013,480    
        New Zealand — 0.1%  
    485,400     Air New Zealand     644,249    
        Norway — 2.1%  
    1,442,334     Ability Drilling ASA *      3,682,771    
    174,890     Ekornes ASA (a)      3,152,703    
    810,285     Prosafe ASA     13,879,068    
    Total Norway     20,714,542    
        Philippines — 0.6%  
    17,000,000     Aboitiz Power Corp     1,986,771    
    5,100,000     Alliance Global Group Inc *      539,769    
    37,838,000     Filinvest Land Inc *      967,059    
    1,147,500     First Gen Corp     1,133,106    
    23,400,000     Pepsi-Cola Products Philippines Inc *      1,705,919    
    Total Philippines     6,332,624    

 

See accompanying notes to the financial statements.


9



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Singapore — 1.3%  
    17,296,000     Anwell Technologies Ltd *      843,163    
    375,000     ARA Asset Management Ltd 144A *      216,413    
    575,000     Banyan Tree Holdings Inc     526,936    
    2,800,000     Chemoil Energy Ltd     1,061,200    
    2,307,000     Financial One Corp *      1,040,623    
    3,250,000     First Ship Lease Trust     2,586,207    
    4,083,000     Huan Hsin Holdings Ltd     1,599,070    
    2,962,000     LMA International NV *      535,534    
    1,097,000     People's Food Holdings Ltd     838,105    
    2,000,000     Petra Foods Ltd     1,762,277    
    350,000     SembCorp Marine Ltd     896,365    
    1,585,937     Unisteel Technology Ltd     1,578,206    
    Total Singapore     13,484,099    
        South Korea — 3.5%  
    38,980     Asia Cement Co Ltd     2,532,255    
    20,000     Cheil Industries Inc     897,112    
    42,040     Hana Financial Group Inc     1,865,441    
    298,849     Handsome Corp     3,436,602    
    79,440     Handsome P&D Corp *      1,124,333    
    10,000     Hite Brewery Co Ltd     1,242,792    
    10,000     KCC Engineering & Construction Co     584,529    
    144,000     Kooksoondang Co Ltd     802,413    
    81,100     Korea Electric Terminal Co     1,809,974    
    320,963     Kortek Corp     2,550,455    
    76,110     Kumho Tire Co Inc     895,080    
    22,000     Nong Shim Co Ltd     4,473,065    
    61,000     Pulmuone Co Ltd     2,972,667    
    134,800     Pusan Bank     1,783,819    
    78,000     Samsung Card Co Ltd     4,138,488    
    60,000     Samsung Techwin Co Ltd     3,063,717    
    25,000     Samwhan Corp     568,032    
    Total South Korea     34,740,774    

 

See accompanying notes to the financial statements.


10



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Spain — 2.2%  
    32,000     ACS Actividades de Construccion y Servicios SA     1,634,365    
    38,296     Cia de Distribucion Integral Logista SA     3,051,348    
    65,000     Corp Dermoestetica *      612,939    
    30,000     Fomento de Construcciones y Contratas SA     1,808,918    
    15,597     Gas Natural SDG SA     945,079    
    35,000     Generale de Alquiler *      1,049,655    
    15,000     Grupo Ferrovial SA     981,639    
    209,000     Mapfre SA     942,361    
    30,000     Red Electrica de Espana     1,871,688    
    45,000     Sogecable SA *      1,887,954    
    65,000     Tecnicas Reunidas SA     4,404,225    
    43,864     Union Fenosa SA     2,890,165    
    Total Spain     22,080,336    
        Sweden — 0.8%  
    68,750     Autoliv Inc SDR     3,431,586    
    183,100     SAAB AB Class B     4,481,358    
    Total Sweden     7,912,944    
        Switzerland — 5.5%  
    2,131     Bank Sarasin & Cie AG Class B (Registered)     9,556,865    
    14,450     Bobst Group AG (Registered)     1,032,071    
    86,286     Charles Voegele Holding AG *      7,689,175    
    700     Eichhof Holding AG     1,254,797    
    2,389     Forbo Holdings AG (Registered) * (a)      1,197,005    
    18,940     Geberit AG (Registered)     2,786,492    
    17,510     Helvetia Patria Holding (Registered)     6,656,169    
    1,000     Jelmoli Holding AG (Bearer)     2,556,763    
    3,250     Jelmoli Holding AG (Registered)     1,629,342    
    200,309     Kardex AG *      9,986,586    
    552     SGS SA (Registered)     741,409    
    18,000     Swatch Group AG     5,283,450    
    17,908     Valiant Holding (Registered)     3,206,002    
    9,350     Valora Holding AG     2,175,040    
    Total Switzerland     55,751,166    

 

See accompanying notes to the financial statements.


11



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Taiwan — 2.2%  
    160,000     104 Corp     590,949    
    1,550,000     Advanced Semiconductor Engineering Inc     1,421,041    
    4,319,000     Arima Computer Corp *      767,026    
    263,900     Catcher Technology Co     978,757    
    2,040,150     China Motor Corp Ltd     1,527,318    
    1,000,000     Continental Engineering Corp     680,194    
    427,380     E.Sun Financial Holdings Co Ltd *      245,704    
    4,416,000     Gold Circuit Electronics Ltd     3,148,437    
    418,000     Kinsus Interconnect Technology Corp     1,090,247    
    270,000     Novatek Microelectronics Corp Ltd     950,080    
    1,507,434     Phoenix Precision Technology Corp     1,026,094    
    1,641,000     Phoenixtec Power Co Ltd     2,481,140    
    1,785,300     Qisda Corp *      1,663,756    
    52,125     Sunplus Technology Co Ltd     58,217    
    2,417,940     Tsann Kuen Enterprises Co Ltd *      3,210,507    
    1,319,356     Yulon Motor Co Ltd     1,782,789    
    Total Taiwan     21,622,256    
        Thailand — 0.2%  
    1,513,000     Asian Property Development Pcl (Foreign Registered) (c)      302,763    
    11,100,000     Home Product Center Pcl (Foreign Registered) (c)      1,748,422    
    Total Thailand     2,051,185    
        United Kingdom — 18.7%  
    145,000     Alliance & Leicester Plc     1,608,154    
    145,000     AMEC Plc     2,211,886    
    150,000     Aquarius Platinum Ltd     2,250,662    
    488,989     Balfour Beatty Plc     4,290,690    
    360,327     BBA Aviation Plc     1,311,045    
    103,633     Biffa Plc     711,282    
    687,250     Bodycote International Plc     2,544,113    
    533,333     Brit Insurance Holdings Plc     2,450,588    
    438,800     British Airways Plc *      2,224,349    
    105,000     British Energy Group Plc     1,169,721    

 

See accompanying notes to the financial statements.


12



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued  
    339,100     Carphone Warehouse Group Plc (a)      2,054,847    
    573,403     Cattle's Plc     2,640,514    
    269,000     Centrica Plc     1,717,508    
    144,888     Chemring Group     7,028,294    
    550,000     Cobham Plc     1,978,655    
    742,000     Compass Group Plc     4,782,630    
    106,951     Computacenter Plc     380,235    
    200,000     Davis Service Group (Ordinary)     1,979,221    
    1,500,000     Dawnay Day Treveria Plc     1,729,552    
    132,333     De La Rue Plc     2,367,386    
    3,300,000     Dimension Data Holdings Plc     3,355,353    
    11,400     Experian Group     95,833    
    106,250     Fiberweb Plc     140,609    
    95,200     Filtrona Plc     356,523    
    696,493     FKI Plc     1,001,576    
    307,600     Fyffes Plc (a)      424,062    
    703,000     Galliford Try Plc     966,233    
    50,000     Go-Ahead Group Plc     1,777,605    
    621,109     Group 4 Securicor Plc     2,678,653    
    171,747     Hays Plc     369,254    
    386,049     ICAP Plc     4,806,870    
    600,000     Inmarsat Plc     5,860,049    
    97,777     Intermediate Capital Group Plc     2,893,256    
    115,000     International Personal Finance     464,859    
    114,600     Interserve Plc     972,620    
    175,000     ITV Plc     231,312    
    225,000     JJB Sports Plc     543,478    
    115,000     Johnson Matthey Plc     4,421,157    
    104,929     Kazakhmys Plc     3,196,209    
    160,000     Kesa Electricals Plc     675,947    
    153,149     Kier Group Plc     4,225,562    
    166,000     Lamprell Plc     1,394,871    
    146,000     Misys Plc     429,971    
    252,652     Mitie Group Plc     1,287,461    

 

See accompanying notes to the financial statements.


13



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued  
    207,142     N Brown Group     1,023,900    
    55,000     Next Plc     1,394,905    
    1,100,000     Northgate Info Solutions Plc     2,054,391    
    497,357     Pennon Group Plc     6,297,277    
    196,076     Petrofac Ltd     2,137,650    
    305,555     Playtech Ltd     2,432,559    
    57,500     Provident Financial Plc     910,970    
    75,000     Punch Taverns Plc     954,663    
    600,000     Qinetiq Plc     2,345,236    
    200,000     Record Plc *      409,332    
    506,254     Resolution Plc     6,931,814    
    375,736     Rexam Plc     3,270,957    
    750,000     RM Plc     3,241,822    
    1,091,496     Royal & Sun Alliance Insurance Group     2,845,541    
    1,000,000     Sage Group Plc     3,898,393    
    100,000     Savills Plc     673,193    
    50,000     Schroders Plc     944,038    
    398,769     Segro Plc     4,077,160    
    417,109     Serco Group Plc     3,585,460    
    50,000     Severn Trent (Ordinary Shares)     1,403,473    
    144,000     Shire Plc     2,810,964    
    755,160     Smith (David S.) Holdings Plc     2,364,702    
    115,600     Smith News Plc     231,334    
    50,000     Smiths Group Plc     982,189    
    100,000     Smurfit Kappa Plc *      1,426,788    
    23,796     Soco International Plc *      914,701    
    145,000     Spice Plc     1,336,858    
    58,600     Tate & Lyle Plc     606,786    
    64,300     Tomkins Plc     215,582    
    307,600     Total Produce Plc     265,207    
    62,181     Travis Perkins Plc     1,329,285    
    220,000     Trinity Mirror Plc     1,236,219    
    1,080,000     TT Group Plc     2,016,395    
    155,700     Ultra Electronics Holdings     3,690,390    

 

See accompanying notes to the financial statements.


14



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued  
    75,000     United Business Media Plc     790,136    
    91,179     Venture Production (Ordinary Shares)     1,297,990    
    100,495     VT Group Plc     1,320,361    
    177,097     WH Smith Plc     1,309,809    
    270,366     William Hill Plc     2,010,908    
    1,036,882     William Morrison Supermarkets Plc     6,078,198    
    137,800     Wolseley Plc     1,686,265    
    850,000     Wood Group (John) Plc     6,945,644    
    60,588     Xstrata Plc     4,726,494    
    275,000     Yell Group Plc     1,186,264    
    Total United Kingdom     187,612,858    
            TOTAL COMMON STOCKS (COST $755,160,040)     937,477,703    
        PREFERRED STOCKS — 1.3%  
        France — 0.1%  
    6,800     Casino Guichard-Perrachon SA 4.06% (a)      553,850    
        Germany — 0.8%  
    55,400     Henkel KGaA 1.81%     2,462,719    
    260     Porsche AG (Non Voting) 0.06%     450,809    
    200,000     ProSiebenSat.1 Media AG 6.24%     4,328,914    
    5,200     Volkswagen AG 2.02%     724,558    
    Total Germany     7,967,000    
        Italy — 0.0%  
    10,000     IFI Istituto Finanziario Industries *      282,546    
        South Korea — 0.4%  
    320,000     Daishin Securities Co *      4,259,624    
            TOTAL PREFERRED STOCKS (COST $12,099,680)     13,063,020    

 

See accompanying notes to the financial statements.


15



GMO Foreign Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        SHORT-TERM INVESTMENTS — 7.5%  
    61,047,577     Bank of New York Mellon Institutional Cash Reserves Fund (d)      61,047,577    
    14,400,000     ING Bank Time Deposit, 3.13%, due 03/03/08     14,400,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $75,447,577)     75,447,577    
        TOTAL INVESTMENTS — 102.0%
(Cost $842,707,297)
    1,025,988,300    
        Other Assets and Liabilities (net) — (2.0%)     (20,192,684 )  
    TOTAL NET ASSETS — 100.0%   $ 1,005,795,616    

 

Notes to Schedule of Investments:

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

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

GDR - Global Depository Receipt

SDR - Swedish Depository Receipt

*  Non-income producing security.

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

(b)  Bankrupt issuer.

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

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

As of February 29, 2008, 83.51% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


16




GMO Foreign Small Companies Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $57,018,879
(cost $842,707,297) (Note 2)
  $ 1,025,988,300    
Cash     29,462    
Foreign currency, at value (cost $42,986,355) (Note 2)     44,023,694    
Receivable for investments sold     4,686,324    
Dividends and interest receivable     1,500,965    
Foreign taxes receivable     90,308    
Receivable for expenses reimbursed by Manager (Note 3)     93,119    
Total assets     1,076,412,172    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     61,047,577    
Payable for investments purchased     8,548,116    
Payable to affiliate for (Note 3):  
Management fee     543,404    
Shareholder service fee     90,647    
Trustees and Chief Compliance Officer of GMO Trust fees     1,211    
Accrued expenses     385,601    
Total liabilities     70,616,556    
Net assets   $ 1,005,795,616    
Net assets consist of:  
Paid-in capital   $ 785,045,129    
Distributions in excess of net investment income     (7,212,762 )  
Accumulated net realized gain     43,618,598    
Net unrealized appreciation     184,344,651    
    $ 1,005,795,616    
Net assets attributable to:  
Class III shares   $ 338,804,403    
Class IV shares   $ 666,991,213    
Shares outstanding:  
Class III     23,157,877    
Class IV     45,558,027    
Net asset value per share:  
Class III   $ 14.63    
Class IV   $ 14.64    

 

See accompanying notes to the financial statements.


17



GMO Foreign Small Companies Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $2,344,108)   $ 25,640,444    
Interest     1,770,309    
Securities lending income     1,328,440    
Total investment income     28,739,193    
Expenses:  
Management fee (Note 3)     7,988,182    
Shareholder service fee – Class III (Note 3)     578,188    
Shareholder service fee – Class IV (Note 3)     755,710    
Custodian and fund accounting agent fees     861,276    
Transfer agent fees     43,036    
Audit and tax fees     128,189    
Legal fees     26,525    
Trustees fees and related expenses (Note 3)     13,171    
Registration fees     920    
Miscellaneous     14,486    
Total expenses     10,409,683    
Fees and expenses reimbursed by Manager (Note 3)     (1,013,127 )  
Expense reductions (Note 2)     (23,772 )  
Net expenses     9,372,784    
Net investment income (loss)     19,366,409    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     174,233,675    
Foreign currency, forward contracts and foreign currency related transactions
(net of CPMF tax of $3,988) (Note2)
    2,863,328    
Net realized gain (loss)     177,097,003    
Change in net unrealized appreciation (depreciation) on:  
Investments     (211,273,296 )  
Foreign currency, forward contracts and foreign currency related transactions     722,780    
Net unrealized gain (loss)     (210,550,516 )  
Net realized and unrealized gain (loss)     (33,453,513 )  
Net increase (decrease) in net assets resulting from operations   $ (14,087,104 )  

 

See accompanying notes to the financial statements.


18



GMO Foreign Small Companies Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 19,366,409     $ 15,757,304    
Net realized gain (loss)     177,097,003       188,024,465    
Change in net unrealized appreciation (depreciation)     (210,550,516 )     68,834,451    
Net increase (decrease) in net assets from operations     (14,087,104 )     272,616,220    
Distributions to shareholders from:  
Net investment income  
Class III     (8,928,275 )     (8,607,715 )  
Class IV     (16,347,910 )     (15,899,492 )  
Total distributions from net investment income     (25,276,185 )     (24,507,207 )  
Net realized gains  
Class III     (71,469,472 )     (75,878,065 )  
Class IV     (126,085,967 )     (133,631,353 )  
Total distributions from net realized gains     (197,555,439 )     (209,509,418 )  
      (222,831,624 )     (234,016,625 )  
Net share transactions (Note 7):  
Class III     46,586,423       (3,415,505 )  
Class IV     79,691,450       78,067,756    
Increase (decrease) in net assets resulting from net share
transactions
    126,277,873       74,652,251    
Total increase (decrease) in net assets     (110,640,855 )     113,251,846    
Net assets:  
Beginning of period     1,116,436,471       1,003,184,625    
End of period (including distributions in excess of net investment
income of $7,212,762 and $7,065,273, respectively)
  $ 1,005,795,616     $ 1,116,436,471    

 

See accompanying notes to the financial statements.


19




GMO Foreign Small Companies Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 18.38     $ 17.98     $ 17.19     $ 14.79     $ 9.13    
Income (loss) from investment operations:  
Net investment income (loss)      0.31       0.28       0.26       0.26       0.20    
Net realized and unrealized gain (loss)     (0.36 )     4.51       3.19       3.76       5.77    
Total from investment operations     (0.05 )     4.79       3.45       4.02       5.97    
Less distributions to shareholders:  
From net investment income     (0.41 )     (0.44 )     (0.32 )     (0.38 )     (0.31 )  
From net realized gains     (3.29 )     (3.95 )     (2.34 )     (1.24 )        
Total distributions     (3.70 )     (4.39 )     (2.66 )     (1.62 )     (0.31 )  
Net asset value, end of period   $ 14.63     $ 18.38     $ 17.98     $ 17.19     $ 14.79    
Total Return(a)      (1.96 )%     29.94 %     22.32 %     28.40 %     65.76 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 338,804     $ 375,565     $ 364,551     $ 426,758     $ 480,966    
Net expenses to average daily net assets     0.86 %(b)      0.86 %     0.85 %     0.85 %     0.85 %  
Net investment income to average daily
net assets
    1.69 %     1.53 %     1.52 %     1.71 %     1.71 %  
Portfolio turnover rate     42 %     37 %     40 %     25 %     31 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.09 %     0.09 %     0.09 %     0.09 %     0.11 %  

 

(a)  Total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


20



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 18.39     $ 17.99     $ 17.20     $ 14.80     $ 9.13    
Income (loss) from investment operations:  
Net investment income (loss)      0.31       0.28       0.26       0.26       0.21    
Net realized and unrealized gain (loss)     (0.35 )     4.52       3.20       3.76       5.77    
Total from investment operations     (0.04 )     4.80       3.46       4.02       5.98    
Less distributions to shareholders:  
From net investment income     (0.42 )     (0.45 )     (0.33 )     (0.38 )     (0.31 )  
From net realized gains     (3.29 )     (3.95 )     (2.34 )     (1.24 )        
Total distributions     (3.71 )     (4.40 )     (2.67 )     (1.62 )     (0.31 )  
Net asset value, end of period   $ 14.64     $ 18.39     $ 17.99     $ 17.20     $ 14.80    
Total Return(a)      (1.91 )%     30.00 %     22.37 %     28.44 %     65.92 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 666,991     $ 740,872     $ 638,634     $ 567,048     $ 333,731    
Net expenses to average daily net assets     0.81 %(b)      0.81 %     0.80 %     0.81 %     0.80 %  
Net investment income to average daily
net assets
    1.70 %     1.54 %     1.55 %     1.69 %     1.78 %  
Portfolio turnover rate     42 %     37 %     40 %     25 %     31 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.09 %     0.09 %     0.09 %     0.09 %     0.11 %  

 

(a)  Total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


21




GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of its benchmark, the S&P/Citigroup Extended Market Index World ex-U.S. Index. The Fund typically makes equity investments in companies located or doing business outside of the U.S. that are in the smallest 30% of companies in a particular country as measured by total float-adjusted market capitalization. The Fund generally seeks to be fully invested and generally will not take temporary defensive positions, but may hold up to 10% of its total assets in cash and other high quality investments in order to manage cash inflows and outflows as a result of shareholder purchases and redemptions. The Fund may make investments in emerging countries, but these investments (excluding investments in companies from emerging countries included in the Fund's benchmark) generally will represent 10% or less of the Fund's total assets.

Throughout the year ended February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class IV. Each class of shares bears a different level of shareholder servicing fees.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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.


22



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Shares of investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. There were no forward currency contracts outstanding at the end of the period.


23



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Futures contracts

The Fund may purchase and sell futures contracts. Upon entering into a futures contract, the Fund is required to deposit with the futures clearing broker an amount of cash, U.S. government and agency obligations, or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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


24



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no purchased option contracts outstanding at the end of the period.

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.

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 29, 2008, the Fund had loaned securities valued by the Fund at $57,018,879, collateralized by cash in the amount of $61,047,577, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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


25



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. For the year ended February 29, 2008, the Fund incurred $3,988 in CPMF tax which is included in the net realized gain (loss) on foreign currency, forward contracts and foreign currency related transactions in the Statement of Operations.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to passive foreign investment company transactions, foreign currency transactions, differing treatment on security sales and post-October currency losses.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 5,762,287     $ (4,686,864 )   $ (1,075,423 )  

 


26



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 68,579,611     $ 63,849,039    
Long-term capital gains     154,252,013       170,167,586    
Total distributions   $ 222,831,624     $ 234,016,625    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed long-term capital gain   $ 43,909,538    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October currency losses of $1,310,798.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 848,763,293     $ 246,446,336     $ (69,221,329 )   $ 177,225,007    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.


27



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is


28



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.70% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.70% of the 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 29, 2008 was $11,515 and $4,513, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $461,939,067 and $542,485,703, 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.


29



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 57.09% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.01% of the Fund's shares were held by four related parties comprised of certain GMO employee accounts.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     8,563,923     $ 166,900,000       423,166     $ 8,100,000    
Shares issued to shareholders
in reinvestment of distributions
    4,631,692       78,154,241       4,723,975       81,261,068    
Shares repurchased     (10,469,794 )     (198,467,818 )     (4,994,827 )     (92,776,573 )  
Net increase (decrease)     2,725,821     $ 46,586,423       152,314     $ (3,415,505 )  
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     6,619,129     $ 126,292,990           $    
Shares issued to shareholders
in reinvestment of distributions
    8,449,525       140,398,460       8,605,233       148,279,756    
Shares repurchased     (9,792,130 )     (187,000,000 )     (3,829,731 )     (70,212,000 )  
Net increase (decrease)     5,276,524     $ 79,691,450       4,775,502     $ 78,067,756    

 


30




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Foreign Small Companies Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Foreign Small Companies Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


31



GMO Foreign Small Companies Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.86 %   $ 1,000.00     $ 916.60     $ 4.10    
2) Hypothetical     0.86 %   $ 1,000.00     $ 1,020.59     $ 4.32    
Class IV      
1) Actual     0.81 %   $ 1,000.00     $ 916.60     $ 3.86    
2) Hypothetical     0.81 %   $ 1,000.00     $ 1,020.84     $ 4.07    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


32



GMO Foreign Small Companies Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $154,252,013 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $2,344,033 and recognized foreign source income of $27,984,552.

For taxable, non-corporate shareholders, 25.51% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $2,774,419 and $43,303,425, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941   Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


35



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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. Intrinsic Value Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




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 -11.9% for the fiscal year ended February 29, 2008, as compared to -7.9% for the Russell 1000 Value Index. The Fund was invested substantially in U.S. equity securities throughout the period.

Stock selection detracted from returns relative to the Russell 1000 Value Index. Selections in Information Technology, Telecommunication Services, and Utilities added to relative returns while selections in Financials, Consumer Discretionary, and Energy detracted. Overweight positions in Exxon Mobil and Merck and an underweight in Wachovia were among the individual names adding to relative returns. Overweight positions in Citigroup, Fannie Mae, and National City Corp. were among the detractors.

Sector selection detracted slightly from returns relative to the Russell 1000 Value Index. Sector weightings positively impacting relative performance included underweight positions in Financials and Telecommunication Services and an overweight in Health Care. Sector weightings negatively impacting relative performance included overweight positions in Consumer Discretionary and Information Technology and an underweight in Industrials.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.

†   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 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.6 %  
Short-Term Investments     3.3    
Rights and Warrants     0.0    
Futures     (0.2 )  
Other     0.3    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Energy     22.6 %  
Health Care     17.4    
Financials     15.7    
Consumer Staples     10.8    
Consumer Discretionary     10.6    
Information Technology     9.6    
Industrials     8.2    
Telecommunication Services     2.0    
Utilities     1.7    
Materials     1.4    
      100.0 %  

 


1




GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 96.6%  
        Consumer Discretionary — 10.3%  
    500     Abercrombie & Fitch Co. – Class A     38,765    
    600     Advance Auto Parts, Inc.     20,124    
    500     American Eagle Outfitters, Inc.     10,685    
    500     Apollo Group, Inc. – Class A *      30,690    
    100     Autoliv, Inc.     4,990    
    3,100     AutoNation, Inc. *      45,167    
    300     AutoZone, Inc. *      34,524    
    1,500     Bed Bath & Beyond, Inc. *      42,510    
    300     Best Buy Co., Inc.     12,903    
    400     BorgWarner, Inc.     17,244    
    600     Brunswick Corp.     9,774    
    1,300     Career Education Corp. *      19,305    
    900     Centex Corp.     19,971    
    1,300     Coach, Inc. *      39,416    
    2,400     D.R. Horton, Inc.     33,672    
    1,100     Discovery Holding Co. – Class A *      24,827    
    1,500     Dollar Tree Stores, Inc. *      40,245    
    1,000     Expedia, Inc. *      22,930    
    1,400     Family Dollar Stores, Inc.     26,810    
    17,554     Ford Motor Co. *      114,628    
    3,400     Gannett Co., Inc.     102,510    
    2,300     General Motors Corp.     53,544    
    1,200     Harley-Davidson, Inc.     44,592    
    900     Hasbro, Inc.     23,193    
    26,700     Home Depot, Inc.     708,885    
    500     ITT Educational Services, Inc. *      27,610    
    3,700     Johnson Controls, Inc.     121,582    
    200     Jones Apparel Group, Inc.     2,822    
    600     KB Home     14,358    
    1,700     Kohl's Corp. *      75,548    
    1,300     Lennar Corp. – Class A     24,193    
    700     Liberty Global, Inc. – Class A *      26,320    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Discretionary — continued  
    1,700     Liz Claiborne, Inc.     30,226    
    16,900     Lowe's Cos., Inc.     405,093    
    1,300     Mattel Co.     25,116    
    3,300     McDonald's Corp.     178,563    
    400     McGraw-Hill Cos., Inc.     16,372    
    431     MDC Holdings, Inc.     18,050    
    400     Mohawk Industries, Inc. *      28,564    
    600     Nike, Inc. – Class B     36,120    
    1,600     Office Depot, Inc. *      18,192    
    1,000     O'Reilly Automotive, Inc. *      26,960    
    800     Penske Auto Group, Inc.     14,432    
    3,200     Staples, Inc.     71,200    
    3,800     Target Corp.     199,918    
    400     Tiffany & Co.     15,056    
    1,400     Toll Brothers, Inc. *      29,694    
    900     TRW Automotive Holdings Corp. *      19,872    
    600     VF Corp.     45,624    
    Total Consumer Discretionary     3,013,389    
        Consumer Staples — 10.4%  
    400     Alberto-Culver Co.     10,720    
    5,500     Altria Group, Inc.     402,270    
    800     Anheuser-Busch Cos., Inc.     37,672    
    600     BJ's Wholesale Club, Inc. *      18,936    
    500     Coca Cola Enterprises, Inc.     12,215    
    10,100     Coca-Cola Co. (The)     590,446    
    500     Colgate-Palmolive Co.     38,045    
    300     Costco Wholesale Corp.     18,576    
    1,500     CVS Caremark Corp.     60,570    
    300     Energizer Holdings, Inc. *      27,849    
    600     Kimberly-Clark Corp.     39,108    
    1,907     Kraft Foods, Inc.     59,441    
    1,600     Kroger Co.     38,800    
    600     PepsiAmericas, Inc.     15,180    
    4,200     PepsiCo, Inc.     292,152    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Staples — continued  
    600     Pilgrim's Pride Corp.     14,076    
    3,000     Procter & Gamble Co. (The)     198,540    
    1,675     Supervalu, Inc.     43,969    
    3,124     Tyson Foods, Inc. – Class A     45,017    
    2,300     Walgreen Co.     83,973    
    20,300     Wal-Mart Stores, Inc.     1,006,677    
    Total Consumer Staples     3,054,232    
        Energy — 21.8%  
    1,800     Anadarko Petroleum Corp.     114,732    
    1,700     Apache Corp.     195,007    
    19,300     Chevron Corp.     1,672,538    
    300     Cimarex Energy Co.     15,810    
    12,329     ConocoPhillips     1,019,732    
    700     Devon Energy Corp.     71,904    
    26,700     Exxon Mobil Corp.     2,323,167    
    300     Forest Oil Corp. *      14,799    
    300     Helix Energy Solutions Group, Inc. *      10,566    
    700     Helmerich & Payne, Inc.     31,381    
    800     Hess Corp.     74,544    
    400     Murphy Oil Corp.     32,152    
    200     Noble Corp.     9,830    
    5,000     Occidental Petroleum Corp.     386,850    
    200     Overseas Shipholding Group, Inc.     12,544    
    600     Patterson-UTI Energy, Inc.     14,238    
    300     Rowan Cos., Inc.     12,093    
    500     Sunoco, Inc.     30,540    
    500     Tidewater, Inc.     28,075    
    300     Unit Corp. *      16,545    
    5,000     Valero Energy Corp.     288,850    
    600     Weatherford International Ltd. *      41,352    
    Total Energy     6,417,249    

 

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 29, 2008

Shares   Description   Value ($)  
        Financials — 15.2%  
    1,600     ACE Ltd.     89,984    
    2,000     Aflac, Inc.     124,820    
    8,100     Allstate Corp. (The)     386,613    
    1,000     AMBAC Financial Group, Inc.     11,140    
    9,900     American International Group, Inc.     463,914    
    1,500     Annaly Capital Management, Inc.     31,035    
    1,400     AON Corp.     58,254    
    12,876     Bank of America Corp.     511,692    
    2,100     BB&T Corp.     65,373    
    300     Capital One Financial Corp.     13,809    
    2,000     Chubb Corp.     101,800    
    34,700     Citigroup, Inc.     822,737    
    600     CNA Financial Corp.     15,990    
    1,600     Comerica, Inc.     57,984    
    900     Commerce Group, Inc.     32,616    
    1,600     Countrywide Financial Corp.     10,096    
    300     Endurance Specialty Holdings Ltd.     11,790    
    100     Everest Re Group Ltd.     9,688    
    11,400     Fannie Mae     315,210    
    900     Fidelity National Title Group, Inc. – Class A     15,849    
    1,000     Fifth Third Bancorp     22,900    
    800     First American Corp.     27,864    
    1,200     First Horizon National Corp.     19,488    
    600     Freddie Mac     15,108    
    900     Hartford Financial Services Group, Inc.     62,910    
    400     HCC Insurance Holdings, Inc.     9,624    
    600     Janus Capital Group, Inc.     14,532    
    500     KeyCorp     11,025    
    600     Leucadia National Corp.     27,156    
    1,200     MBIA, Inc.     15,564    
    1,200     MGIC Investment Corp.     17,772    
    5,172     National City Corp.     82,028    
    2,575     Old Republic International Corp.     35,329    

 

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 29, 2008

Shares   Description   Value ($)  
        Financials — continued  
    1,600     Popular, Inc.     17,664    
    4,400     Progressive Corp. (The)     80,652    
    800     Protective Life Corp.     30,872    
    1,300     Prudential Financial, Inc.     94,861    
    300     Reinsurance Group of America, Inc.     16,413    
    700     Safeco Corp.     32,382    
    600     SLM Corp.     11,766    
    400     T. Rowe Price Group, Inc.     20,212    
    1,100     Thornburg Mortgage, Inc. REIT     9,790    
    900     Torchmark Corp.     54,234    
    5,300     Travelers Cos. (The), Inc.     245,973    
    800     UnionBanCal Corp.     37,256    
    2,900     Unum Group     66,439    
    4,600     US Bancorp     147,292    
    800     W.R. Berkley Corp.     23,032    
    3,684     Washington Mutual, Inc.     54,523    
    Total Financials     4,455,055    
        Health Care — 16.8%  
    2,200     Abbott Laboratories     117,810    
    2,300     Aetna, Inc.     114,080    
    2,700     AmerisourceBergen Corp.     112,644    
    1,000     Amgen, Inc. *      45,520    
    1,200     Biogen Idec, Inc. *      70,032    
    1,200     Bristol-Myers Squibb Co.     27,132    
    2,000     Cardinal Health, Inc.     118,280    
    400     Charles River Laboratories International, Inc. *      23,432    
    1,200     Cigna Corp.     53,496    
    1,400     Coventry Health Care, Inc. *      72,618    
    1,700     Eli Lilly & Co.     85,034    
    1,700     Express Scripts, Inc. *      100,470    
    2,000     Forest Laboratories, Inc. *      79,540    
    900     Gilead Sciences, Inc. *      42,588    

 

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 29, 2008

Shares   Description   Value ($)  
        Health Care — continued  
    200     Invitrogen Corp. *      16,898    
    8,500     Johnson & Johnson     526,660    
    1,900     King Pharmaceuticals, Inc. *      20,140    
    4,600     McKesson Corp.     270,296    
    3,200     Medco Health Solutions, Inc. *      141,792    
    1,600     Medtronic, Inc.     78,976    
    13,300     Merck & Co., Inc.     589,190    
    400     Patterson Cos., Inc. *      14,080    
    600     PerkinElmer, Inc.     14,892    
    38,900     Pfizer, Inc.     866,692    
    800     Quest Diagnostics, Inc.     38,136    
    1,900     Stryker Corp.     123,709    
    14,200     UnitedHealth Group, Inc.     660,016    
    800     Watson Pharmaceuticals, Inc. *      22,248    
    3,100     WellPoint, Inc. *      217,248    
    1,700     Wyeth     74,154    
    2,500     Zimmer Holdings, Inc. *      188,225    
    Total Health Care     4,926,028    
        Industrials — 7.9%  
    2,600     3M Co.     203,840    
    400     AGCO Corp. *      25,944    
    200     Alliant Techsystems, Inc. *      20,988    
    1,700     Avis Budget Group, Inc. *      19,431    
    600     Cummins, Inc.     30,228    
    1,200     Danaher Corp.     88,980    
    2,600     Deere & Co.     221,546    
    400     Eaton Corp.     32,252    
    700     FedEx Corp.     61,691    
    800     General Dynamics Corp.     65,480    
    15,100     General Electric Co.     500,414    
    200     Goodrich Corp.     11,846    
    1,500     Honeywell International, Inc.     86,310    

 

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 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    400     Illinois Tool Works, Inc.     19,628    
    1,200     Ingersoll-Rand     50,232    
    400     ITT Industries, Inc.     22,496    
    400     Kennametal, Inc.     12,148    
    800     L-3 Communications Holdings, Inc.     85,032    
    400     Lennox International, Inc.     15,056    
    1,200     Masco Corp.     22,428    
    500     Northrop Grumman Corp.     39,305    
    2,300     Paccar, Inc.     99,774    
    700     Pall Corp.     27,559    
    1,150     Parker-Hannifin Corp.     74,324    
    400     Pentair, Inc.     13,048    
    1,100     Quanta Services, Inc. *      26,268    
    400     Rockwell Collins, Inc.     23,560    
    700     RR Donnelley & Sons Co.     22,281    
    300     Shaw Group (The), Inc. *      19,314    
    200     SPX Corp.     20,460    
    200     Teleflex, Inc.     11,310    
    300     Thomas & Betts Corp. *      12,045    
    400     Trane, Inc.     18,020    
    1,475     Tyco International Ltd.     59,088    
    600     Union Pacific Corp.     74,856    
    500     United Parcel Service, Inc. – Class B     35,120    
    700     United Rentals, Inc. *      14,070    
    1,500     United Technologies Corp.     105,765    
    200     URS Corp. *      8,056    
    200     W.W. Grainger, Inc.     14,732    
    400     YRC Worldwide, Inc. *      5,504    
    Total Industrials     2,320,429    
        Information Technology — 9.2%  
    700     ADC Telecommunications, Inc. *      9,569    
    600     Affiliated Computer Services, Inc. – Class A *      30,450    

 

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 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    500     Arrow Electronics, Inc. *      16,305    
    700     Avnet, Inc. *      23,597    
    1,700     CA, Inc.     38,896    
    700     Cadence Design Systems, Inc. *      7,434    
    14,500     Cisco Systems, Inc. *      353,365    
    2,300     Compuware Corp. *      18,308    
    400     Cypress Semiconductor Corp. *      8,696    
    9,000     Dell, Inc. *      178,650    
    4,400     eBay, Inc. *      115,984    
    8,900     EMC Corp. *      138,306    
    200     Factset Research Systems, Inc.     10,528    
    1,400     Fiserv, Inc. *      73,668    
    600     Foundry Networks, Inc. *      7,122    
    100     Google, Inc. – Class A *      47,118    
    300     Hewitt Associates, Inc. – Class A *      11,838    
    1,300     Hewlett-Packard Co.     62,101    
    1,700     Ingram Micro, Inc. – Class A *      25,959    
    2,400     Intel Corp.     47,880    
    2,000     International Business Machines Corp.     227,720    
    900     Intersil Corp. – Class A     20,943    
    600     Intuit, Inc. *      15,936    
    1,200     Juniper Networks, Inc. *      32,184    
    500     KLA-Tencor Corp.     21,005    
    500     Lexmark International, Inc. *      16,515    
    700     McAfee, Inc. *      23,289    
    19,100     Microsoft Corp.     519,902    
    700     NCR Corp. *      15,512    
    1,800     Novell, Inc. *      13,410    
    7,800     Oracle Corp. *      146,640    
    6,100     Qualcomm, Inc.     258,457    
    300     Silicon Laboratories, Inc. *      9,285    
    800     Synopsys, Inc. *      18,568    
    1,000     Tech Data Corp. *      33,350    
    1,000     Teradyne, Inc. *      11,990    

 

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 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    1,600     VeriSign, Inc. *      55,680    
    1,400     Western Digital Corp. *      43,218    
    Total Information Technology     2,709,378    
        Materials — 1.4%  
    500     Air Products & Chemicals, Inc.     45,665    
    2,800     Alcoa, Inc.     103,992    
    600     AptarGroup, Inc.     22,488    
    600     Cabot Corp.     16,440    
    300     Celanese Corp. – Class A     11,670    
    200     Cytec Industries, Inc.     11,456    
    1,600     Dow Chemical Co. (The)     60,304    
    400     FMC Corp.     22,644    
    500     Lubrizol Corp.     29,150    
    400     Reliance Steel & Aluminum Co.     22,204    
    1,100     Smurfit-Stone Container Corp. *      8,745    
    200     Temple-Inland, Inc.     2,746    
    900     Weyerhaeuser Co.     55,080    
    Total Materials     412,584    
        Telecommunication Services — 2.0%  
    4,858     AT&T, Inc.     169,204    
    1,600     Sprint Corp.     11,376    
    11,252     Verizon Communications, Inc.     408,673    
    Total Telecommunication Services     589,253    
        Utilities — 1.6%  
    1,000     American Electric Power Co., Inc.     40,920    
    500     Constellation Energy Group, Inc.     44,175    
    1,200     Edison International     59,280    
    500     Entergy Corp.     51,370    
    900     FPL Group, Inc.     54,261    
    600     Mirant Corp. *      22,200    

 

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 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        Utilities — continued  
    900     NRG Energy, Inc. *      37,143    
    500     PPL Corp.     22,690    
    2,200     Public Service Enterprise Group, Inc.     97,020    
    1,800     Reliant Energy, Inc. *      41,040    
    Total Utilities     470,099    
    TOTAL COMMON STOCKS (COST $31,866,346)     28,367,696    
        RIGHTS AND WARRANTS — 0.0%  
        Information Technology — 0.0%  
    800     Seagate Technology, Inc. Rights * (a)      8    
    TOTAL RIGHTS AND WARRANTS (COST $0)     8    
        SHORT-TERM INVESTMENTS — 3.3%  
    399,325     Citigroup Global Markets Repurchase Agreement, dated 02/29/08,
due 03/03/08, with a maturity value of $399,350 and an effective yield
of 0.75%, collateralized by a U.S. Treasury Bond with a rate of 8.13%,
maturity date of 08/15/19 and a market value, including accrued interest,
of $403,126.
    399,325    
    580,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (b)      575,899    
    TOTAL SHORT-TERM INVESTMENTS (COST $974,022)     975,224    
            TOTAL INVESTMENTS — 99.9%
(Cost $32,840,368)
    29,342,928    
            Other Assets and Liabilities (net) — 0.1%     15,090    
    TOTAL NET ASSETS — 100.0%   $ 29,358,018    

 

See accompanying notes to the financial statements.


11



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  9     S&P 500 E-Mini   March 2008   $ 599,085     $ (44,937 )  

 

As of February 29, 2008, for the futures contracts held, 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)  Security valued at fair value using methods determined in good faith by or at the direction of the Trustees of GMO Trust (Note 2).

(b)  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 29, 2008

Assets:  
Investments, at value (cost $32,840,368) (Note 2)   $ 29,342,928    
Dividends and interest receivable     65,706    
Receivable for collateral on open futures contracts (Note 2)     32,400    
Receivable for expenses reimbursed by Manager (Note 3)     3,480    
Total assets     29,444,514    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     7,332    
Shareholder service fee     3,547    
Trustees and Chief Compliance Officer of GMO Trust fees     34    
Payable for variation margin on open futures contracts (Note 2)     15,525    
Accrued expenses     60,058    
Total liabilities     86,496    
Net assets   $ 29,358,018    
Net assets consist of:  
Paid-in capital   $ 34,548,391    
Accumulated undistributed net investment income     49,547    
Distributions in excess of net realized gains     (1,697,543 )  
Net unrealized depreciation     (3,542,377 )  
    $ 29,358,018    
Net assets attributable to:  
Class III shares   $ 29,358,018    
Shares outstanding:  
Class III     3,734,671    
Net asset value per share:  
Class III   $ 7.86    

 

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 29, 2008

Investment Income:  
Dividends   $ 771,798    
Interest     47,715    
Securities lending income     2,125    
Total investment income     821,638    
Expenses:  
Management fee (Note 3)     106,597    
Shareholder service fee – Class III (Note 3)     51,579    
Custodian, fund accounting agent and transfer agent fees     29,176    
Audit and tax fees     48,721    
Legal fees     954    
Trustees fees and related expenses (Note 3)     383    
Registration fees     92    
Miscellaneous     1,615    
Total expenses     239,117    
Fees and expenses reimbursed by Manager (Note 3)     (80,462 )  
Net expenses     158,655    
Net investment income (loss)     662,983    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     656,096    
Closed futures contracts     (49,132 )  
Net realized gain (loss)     606,964    
Change in net unrealized appreciation (depreciation) on:  
Investments     (5,030,104 )  
Open futures contracts     (44,937 )  
Net unrealized gain (loss)     (5,075,041 )  
Net realized and unrealized gain (loss)     (4,468,077 )  
Net increase (decrease) in net assets resulting from operations   $ (3,805,094 )  

 

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 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 662,983     $ 1,723,568    
Net realized gain (loss)     606,964       12,682,583    
Change in net unrealized appreciation (depreciation)     (5,075,041 )     (5,467,234 )  
Net increase (decrease) in net assets from operations     (3,805,094 )     8,938,917    
Distributions to shareholders from:  
Net investment income  
Class III     (613,306 )     (1,952,221 )  
Net realized gains  
Class III     (2,010,274 )     (13,723,856 )  
      (2,623,580 )     (15,676,077 )  
Net share transactions (Note 7):  
Class III     60,351       (53,141,064 )  
Total increase (decrease) in net assets     (6,368,323 )     (59,878,224 )  
Net assets:  
Beginning of period     35,726,341       95,604,565    
End of period (including accumulated undistributed net investment
income of $49,547 and $0, respectively)
  $ 29,358,018     $ 35,726,341    

 

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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 9.68     $ 10.78     $ 11.71     $ 11.36     $ 8.05    
Income (loss) from investment operations:  
Net investment income (loss)      0.18       0.21       0.26       0.20       0.17    
Net realized and unrealized gain (loss)     (1.23 )     0.80       0.58       0.86       3.31    
Total from investment operations     (1.05 )     1.01       0.84       1.06       3.48    
Less distributions to shareholders:  
From net investment income     (0.18 )     (0.23 )     (0.28 )     (0.19 )     (0.17 )  
From net realized gains     (0.59 )     (1.88 )     (1.49 )     (0.52 )        
Total distributions     (0.77 )     (2.11 )     (1.77 )     (0.71 )     (0.17 )  
Net asset value, end of period   $ 7.86     $ 9.68     $ 10.78     $ 11.71     $ 11.36    
Total Return(a)      (11.88 )%     9.80 %     7.73 %     9.59 %     43.68 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 29,358     $ 35,726     $ 95,605     $ 112,411     $ 71,931    
Net expenses to average daily net assets     0.46 %     0.46 %     0.48 %     0.48 %     0.48 %  
Net investment income to average daily
net assets
    1.93 %     1.91 %     2.31 %     1.79 %     1.77 %  
Portfolio turnover rate     75 %     72 %     62 %     60 %     65 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.23 %     0.13 %     0.12 %     0.10 %     0.14 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

†  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 29, 2008

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 Funds into classes.

The Fund seeks long-term capital growth. The Fund seeks to achieve its objective by outperforming the Russell 1000 Value Index. The Fund typically makes equity investments in U.S. companies that issue stocks included in the Russell 1000 Index, and companies with similar market capitalizations.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Futures contracts

The Fund may purchase and sell futures contracts. 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


17



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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

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


18



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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 29, 2008, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each tax 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 29, 2008

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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to losses on wash sale transactions, derivative contract transactions and post-October capital losses.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Distributions
In Excess Of
Net Realized Gains
  Paid-in Capital  
$ (130 )   $ 130     $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 1,421,484     $ 5,722,969    
Long-term capital gains     1,202,096       9,953,108    
Total distributions   $ 2,623,580     $ 15,676,077    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income  $49,547


20



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $1,341,682.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 33,241,165     $ 939,605     $ (4,837,842 )   $ (3,898,237 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered


21



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.31% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.31% of the 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 29, 2008 was $291 and $95, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated 24,829,180 and $27,110,694, respectively.


22



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 90.57% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.09% of the Fund's shares were held by two related parties comprised of certain GMO employee accounts, and 0.14% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     183,699     $ 1,585,009       909,979     $ 10,011,363    
Shares issued to shareholders
in reinvestment of distributions
    279,714       2,550,763       1,544,864       15,522,367    
Shares repurchased     (421,121 )     (4,075,421 )     (7,627,314 )     (78,674,794 )  
Net increase (decrease)     42,292     $ 60,351       (5,172,471 )   $ (53,141,064 )  

 


23




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") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


24



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.46 %   $ 1,000.00     $ 862.00     $ 2.13    
2) Hypothetical     0.46 %   $ 1,000.00     $ 1,022.58     $ 2.31    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


25



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $1,202,096 from long-term capital gains.

For taxable, non-corporate shareholders, 20.62% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 20.73% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $23,800 and $825,281, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


26



GMO U.S. Intrinsic Value Fund

(A Series of GMO Trust)


Note Concerning Distributions (Unaudited)

The Fund previously reported estimated sources of any dividends, short-term capital gains, and long-term capital gains distributions paid on a per share basis. Pursuant to Rule 19a-1(e) of the Investment Company Act, the following serves as a correction of such estimates. 1.27% of distributions to shareholders declared from net realized gains during the Fund's fiscal year were reclassified to distributions from net investment income and are reflected as such in the Statement of Changes in Net Assets.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941   Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


29



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968   Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977   Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967   Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977   Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964   Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971   Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978   Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958   Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Currency Hedged International Bond Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO Currency Hedged International Bond Fund returned -3.1% for the fiscal year ended February 29, 2008, compared with the +5.2% return for the JPMorgan Non-U.S. Government Bond Index (Hedged) (ex-Japan). The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, including the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund underperformed the benchmark during the fiscal year by 8.3%. Cash management was the primary contributor to negative performance for the fiscal year, followed by interest-rate strategy, currency selection, and emerging debt exposure losses.

More than 70% of the fiscal year's underperformance was due to mark-to-market losses in the cash collateral pools of two funds in which the strategy invests a substantial portion of its total assets: the GMO Short Duration Collateral Fund (SDCF) and the GMO World Opportunity Overlay Fund (WOOF). SDCF and WOOF primarily invest cash in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, in order to earn a LIBOR-type return. The cash positions in SDCF and WOOF collateralize derivatives positions that seek to deliver the return of the benchmark as well as create active exposures in global interest-rate and currency markets.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, the cash pools in SDCF and WOOF underperformed LIBOR by nearly 700 bps, directly contributing to the Fund's underperformance given its 93% exposure to these two funds.

Further strategy underperformance was attributable to interest-rate and currency strategies. For much of the fiscal year, the strategy was overweight Australian, Euro-area, Swedish, Swiss, and Canadian interest-rate markets relative to Japanese, U.K., and U.S. markets. However, the U.S., U.K., and Japanese markets were among the top performers, detracting from performance. Similar results came out of two other cross-sectional models implemented in swaps. Further, the slope and volatility strategies also underperformed, leaving only the U.S. Eurodollar directional strategy and opportunistic trading with positive contributions for the year.

In currencies, the largest negative contributors were underweight positions in euros, yen, and Canadian dollars, as well as an overweight position in Australian dollars. Partially offsetting losses were gains from overweight positions in the Swiss franc, Norwegian krone, and sterling. A major risk aversion episode during the fiscal year, prompted by the turmoil in structured credit markets, persisted for much of the third and fourth quarters. Our choice of a defensive currency during this episode, the Swiss franc, was incorrect, as risk aversion manifested itself in a swift rise in the yen, in which the Fund remained underweight.

A relatively minor contribution to negative performance came from the small exposure to emerging debt, where spread widening on the asset class contributed negatively, as did negative contributions from country selection.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.

*   JPMorgan Non-U.S. Government Bond Index (Hedged) (ex-Japan)+ represents the JPMorgan Non-U.S. Government Bond Index (Hedged) prior to 12/31/03 and the JPMorgan Non-U.S. Government Bond Index (Hedged) (ex-Japan) thereafter.



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     88.6 %  
Short-Term Investments     11.2    
Futures     1.6    
Options Purchased     0.3    
Forward Currency Contracts     0.3    
Loan Participations     0.2    
Loan Assignments     0.1    
Rights and Warrants     0.0    
Promissory Notes     0.0    
Written Options     (0.1 )  
Swaps     (0.2 )  
Reverse Repurchase Agreements     (0.6 )  
Other     (1.4 )  
      100.0 %  
Country/Region Summary**   % of Investments  
Euro Region***     66.2 %  
Japan     7.1    
Canada     7.0    
Australia     6.4    
United States     4.1    
United Kingdom     3.5    
Switzerland     3.1    
Emerging     2.6    
      100.0 %  

 

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

**    The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


1




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        MUTUAL FUNDS — 96.5%  
        United States — 96.5%  
        Affiliated Issuers  
    464,947     GMO Emerging Country Debt Fund, Class III     4,677,363    
    4,763,842     GMO Short-Duration Collateral Fund     114,475,125    
    5,496     GMO Special Purpose Holding Fund (a) (b)      6,924    
    1,217,947     GMO World Opportunity Overlay Fund     31,276,870    
    Total United States     150,436,282    
    TOTAL MUTUAL FUNDS (COST $157,523,933)     150,436,282    
Shares /
Par Value ($)
  Description   Value ($)  
        SHORT-TERM INVESTMENTS — 3.2%  
        Money Market Funds — 0.7%  
    1,093,420     State Street Institutional Liquid Reserves Fund-Institutional Class     1,093,420    
        Other Short-Term Investments — 2.5%  
    4,000,000     U.S. Treasury Bill, 2.05%, due 04/17/08 (c)      3,989,294    
    TOTAL SHORT-TERM INVESTMENTS (COST $5,082,714)     5,082,714    
            TOTAL INVESTMENTS — 99.7%
(Cost $162,606,647)
    155,518,996    
            Other Assets and Liabilities (net) — 0.3%     432,799    
    TOTAL NET ASSETS — 100.0%   $ 155,951,795    

 

See accompanying notes to the financial statements.


2



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys  
3/04/08   AUD     4,000,000     $ 3,726,200     $ 189,068    
3/04/08   AUD     1,900,000       1,769,945       7,781    
5/06/08   AUD     2,100,000       1,940,523       (33,477 )  
5/06/08   AUD     2,000,000       1,848,117       (8,923 )  
3/11/08   CAD     2,700,000       2,742,810       88,256    
4/01/08   CHF     15,900,000       15,269,675       636,462    
4/15/08   EUR     7,600,000       11,522,818       540,818    
4/15/08   EUR     1,200,000       1,819,392       61,488    
3/25/08   GBP     1,500,000       2,976,480       2,880    
3/25/08   GBP     2,000,000       3,968,640       59,061    
3/25/08   GBP     1,000,000       1,984,320       360    
4/22/08   JPY     50,000,000       482,693       16,997    
4/08/08   NZD     1,600,000       1,272,485       28,485    
4/08/08   NZD     1,900,000       1,511,076       (21,768 )  
4/08/08   NZD     2,200,000       1,749,667       (30,969 )  
                $ 54,584,841     $ 1,536,519    
Sales  
3/04/08   AUD     3,800,000     $ 3,539,890     $ (224,466 )  
3/04/08   AUD     2,100,000       1,956,255       33,789    
3/11/08   CAD     5,400,000       5,485,620       (11,427 )  
4/01/08   CHF     3,100,000       2,977,106       (170,889 )  
4/01/08   CHF     10,100,000       9,699,605       (304,118 )  
4/15/08   EUR     2,500,000       3,790,401       (173,401 )  
4/15/08   EUR     1,500,000       2,274,240       (7,020 )  
3/25/08   GBP     3,400,000       6,746,688       (62,968 )  
4/22/08   JPY     235,000,000       2,268,659       (84,238 )  
4/08/08   NZD     1,200,000       954,364       (12,976 )  
                $ 39,692,828     $ (1,017,714 )  

 

See accompanying notes to the financial statements.


3



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Cross Currency Contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
3/18/08   EUR 5,500,000     SEK 51,698,055     $ 33,110    
3/18/08   SEK 35,774,090     EUR 3,800,000       (31,861 )  
4/29/08   EUR 4,600,000     NOK 36,280,200       (42,220 )  
4/29/08   NOK 11,834,250     EUR 1,500,000       13,051    
    $ (27,920 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  16     Australian Government Bond 10 Yr.   March 2008   $ 1,464,163     $ 469    
  79     Australian Government Bond 3 Yr.   March 2008     7,234,966       14,745    
  122     Canadian Government Bond 10 Yr.   June 2008     14,613,970       294,548    
  240     Euro BOBL   March 2008     40,569,219       907,718    
  516     Euro Bund   March 2008     91,700,754       1,348,512    
  10     Japanese Government
Bond 10 Yr. (TSE)
  March 2008     13,328,521       151,174    
  42     UK Gilt Long Bond   June 2008     9,206,042       155,992    
    $ 178,117,635     $ 2,873,158    
Sales      
  15     Euro Bund   March 2008   $ 2,665,720     $ (22,569 )  
  615     Federal Fund 30 day   March 2008     249,440,891       (38,535 )  
  7     U.S. Long Bond (CBT)   June 2008     830,375       (18,828 )  
  41     U.S. Treasury Note 10 Yr.   June 2008     4,808,531       (85,937 )  
  106     U.S. Treasury Note 2 Yr. (CBT)   June 2008     22,781,719       (145,992 )  
  10     U.S. Treasury Note 5 Yr. (CBT)   June 2008     1,142,500       (15,203 )  
    $ 281,669,736     $ (327,064 )  

 

See accompanying notes to the financial statements.


4



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Swap Agreements

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  7,600,000     CHF   3/19/2013   JP Morgan Chase Bank   Receive     3.00 %   6 month
CHF LIBOR
  $ 50,068    
  4,200,000     AUD   3/19/2018   JP Morgan Chase Bank   Receive     7.07 %   6 month
AUD BBSW
    (53,090 )  
  Premiums to (Pay) Receive   $ 25,935     $ (3,022 )  

 

As of February 29, 2008, for the futures and/or swap contracts held, 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:

BBSW - Bank Bill Swap Reference Rate

LIBOR - London Interbank Offered Rate

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

(b)  Underlying investment represents interests in defaulted securities.

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

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

See accompanying notes to the financial statements.


5




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $5,082,714) (Note 2)   $ 5,082,714    
Investments in affiliated issuers, at value (cost $157,523,933) (Notes 2 and 8)     150,436,282    
Interest receivable     4,644    
Unrealized appreciation on open forward currency contracts (Note 2)     1,711,606    
Receivable for variation margin on open futures contracts (Note 2)     1,135,209    
Receivable for open swap contracts (Note 2)     50,068    
Receivable for expenses reimbursed by Manager (Note 3)     12,822    
Total assets     158,433,345    
Liabilities:  
Payable for investments purchased     1,000,000    
Payable to broker for closed futures contracts     68,655    
Payable to affiliate for (Note 3):  
Management fee     33,441    
Shareholder service fee     20,065    
Trustees and Chief Compliance Officer of GMO Trust fees     202    
Unrealized depreciation on open forward currency contracts (Note 2)     1,220,721    
Payable for open swap contracts (Note 2)     53,090    
Accrued expenses     85,376    
Total liabilities     2,481,550    
Net assets   $ 155,951,795    
Net assets consist of:  
Paid-in capital   $ 167,280,391    
Distributions in excess of net investment income     (21,511,882 )  
Accumulated net realized gain     14,212,060    
Net unrealized depreciation     (4,028,774 )  
    $ 155,951,795    
Net assets attributable to:  
Class III shares   $ 155,951,795    
Shares outstanding:  
Class III     17,750,433    
Net asset value per share:  
Class III   $ 8.79    

 

See accompanying notes to the financial statements.


6



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 69,492    
Interest     1,181,261    
Dividends from affiliated issuers (Note 8)     7,557,704    
Total investment income     8,808,457    
Expenses:  
Management fee (Note 3)     549,560    
Shareholder service fee – Class III (Note 3)     329,736    
Custodian, fund accounting agent and transfer agent fees     86,239    
Audit and tax fees     61,386    
Legal fees     8,080    
Trustees fees and related expenses (Note 3)     2,113    
Registration fees     736    
Miscellaneous     1,965    
Total expenses     1,039,815    
Fees and expenses reimbursed by Manager (Note 3)     (155,099 )  
Expense reductions (Note 2)     (7 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (29,299 )  
Shareholder service fee waived (Note 3)     (10,443 )  
Net expenses     844,967    
Net investment income (loss)     7,963,490    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     (1,785,260 )  
Realized gains distributions from affiliated issuers (Note 8)     327,724    
Closed futures contracts     (8,366,620 )  
Closed swap contracts     (1,151,270 )  
Foreign currency, forward contracts and foreign currency related transactions     (3,168,028 )  
Net realized gain (loss)     (14,143,454 )  
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     371,706    
Investments in affiliated issuers     (8,023,870 )  
Open futures contracts     6,465,450    
Open swap contracts     (75,172 )  
Foreign currency, forward contracts and foreign currency related transactions     (43,340 )  
Net unrealized gain (loss)     (1,305,226 )  
Net realized and unrealized gain (loss)     (15,448,680 )  
Net increase (decrease) in net assets resulting from operations   $ (7,485,190 )  

 

See accompanying notes to the financial statements.


7



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 7,963,490     $ 10,998,262    
Net realized gain (loss)     (14,143,454 )     5,806,574    
Change in net unrealized appreciation (depreciation)     (1,305,226 )     (5,959,340 )  
Net increase (decrease) in net assets from operations     (7,485,190 )     10,845,496    
Distributions to shareholders from:  
Net investment income  
Class III     (315,341 )        
Net realized gains  
Class III           (6,799,302 )  
Return of capital  
Class III     (2,600,431 )     (239,876 )  
      (2,915,772 )     (7,039,178 )  
Net share transactions (Note 7):  
Class III     (108,068,985 )     (683,279,021 )  
Total increase (decrease) in net assets     (118,469,947 )     (679,472,703 )  
Net assets:  
Beginning of period     274,421,742       953,894,445    
End of period (including distributions in excess of net investment
income of $21,511,882 and $19,300,442, respectively)
  $ 155,951,795     $ 274,421,742    

 

See accompanying notes to the financial statements.


8




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 9.21     $ 9.04     $ 9.59     $ 9.16     $ 8.85    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.33       0.17       0.18       0.14       0.06    
Net realized and unrealized gain (loss)     (0.62 )     0.15       0.39       0.44       0.76    
Total from investment operations     (0.29 )     0.32       0.57       0.58       0.82    
Less distributions to shareholders:  
From net investment income     (0.01 )           (1.00 )(b)      (0.15 )     (0.51 )  
From net realized gains           (0.14 )     (0.12 )              
Return of capital     (0.12 )     (0.01 )                    
Total distributions     (0.13 )     (0.15 )     (1.12 )     (0.15 )     (0.51 )  
Net asset value, end of period   $ 8.79     $ 9.21     $ 9.04     $ 9.59     $ 9.16    
Total Return(c)      (3.08 )%     3.58 %     6.01 %     6.35 %     9.53 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 155,952     $ 274,422     $ 953,894     $ 1,015,009     $ 222,872    
Net expenses to average daily net assets(d)      0.38 %(e)      0.39 %     0.39 %     0.39 %     0.38 %  
Net investment income to average daily
net assets(a) 
    3.62 %     1.93 %     1.91 %     1.51 %     0.68 %  
Portfolio turnover rate     55 %     25 %     49 %     44 %     36 %  
Fees and expenses reimbursed and/or waived
by the Manager to average daily net assets:
    0.09 %     0.06 %     0.06 %     0.09 %     0.24 %  

 

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

(b)  Distributions from net investment income include amounts (approximately $0.49 per share) from foreign currency transactions which are treated as realized capital gain for book purposes.

(c)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

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

(e)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


9




GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return greater then that of the JPMorgan Non-U.S. Government Bond Index (Hedged) (ex-Japan). The Fund typically invests in bonds included in the JPMorgan Non-U.S. Government Bond Index (Hedged) (ex-Japan) and in securities and instruments with similar characteristics. The Fund seeks additional returns by investing in global interest rate, currency, and emerging country debt markets. The Fund may invest a substantial portion of its assets in shares of GMO Short-Duration Collateral Fund; futures contracts, currency options, currency forwards, swap contracts, and other types of derivatives; investment-grade bonds denominated in various currencies, including foreign and U.S. government securities and asset-backed securities issued by foreign governments and U.S. government agencies (including securities neither guaranteed nor insured by the U.S. government), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; shares of GMO World Opportunity Overlay Fund; and up to 5% of the Fund's total assets in sovereign debt of emerging countries (including below investment grade securities), primarily through investment in shares of GMO Emerging Country Debt Fund ("ECDF"). The Fund generally attempts to hedge at least 75% of the Fund's net foreign currency exposure into the U.S. dollar.

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

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. The accounting records of the Fund are maintained in U.S. dollars.


10



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 31.47% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $35,644 through SPHF in conjunction with settlement agreements related to the default of those securities.

Foreign currency translation

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


11



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


12



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

day by the board of trade or exchange on which they are traded. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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

Loan agreements

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


13



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. There were no loan agreements outstanding at the end of the period.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.


14



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. There were no reverse repurchase agreements outstanding at the end of the period.


15



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carryforwards, losses on wash sale transactions, derivative contract transactions, partnership interest tax allocations, foreign currency transactions and post-October capital losses.


16



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (9,859,589 )   $ 10,421,626     $ (562,037 )  

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 315,341     $ 596,003    
Long-term capital gains           6,203,299    
    $ 315,341     $ 6,799,302    
Tax return of capital     2,600,431       239,876    
Total distributions   $ 2,915,772     $ 7,039,178    

 

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

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $2,100,592.

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

  2/28/2009     $ (876,665 )  
  Total     $ (876,665 )  

 


17



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 166,743,837     $ 6,924     $ (11,231,765 )   $ (11,224,841 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. securities. These risks may involve adverse political and economic developments including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks


18



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.25% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares. The Manager will waive the Fund's shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds 0.15%; provided, however, that the amount of this waiver will not exceed 0.15%.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust,


19



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) (collectively, "Excluded Fund Fees and Expenses")) exceed 0.25% of the Fund's average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2008 to the extent that the sum of (a) the Fund's total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in ECDF (excluding ECDF's Excluded Fund Fees and Expenses), exceeds 0.25% of the Fund's average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.015 %     0.005 %     0.038 %     0.058 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $1,837 and $774, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration is paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 5,636,302     $ 30,601,160    
Investments (non-U.S. Government securities)     114,903,288       202,986,665    

 


20



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 99.23% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, less than 0.01% of the Fund's shares were held by two related parties comprised of certain GMO employee accounts, and 99.23% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     5,140,961     $ 46,315,270       3,950,878     $ 35,845,055    
Shares issued to shareholders
in reinvestment of distributions
    335,743       2,900,816       760,271       6,974,406    
Shares repurchased     (17,538,414 )     (157,285,071 )     (80,460,422 )     (726,098,482 )  
Net increase (decrease)     (12,061,710 )   $ (108,068,985 )     (75,749,273 )   $ (683,279,021 )  

 


21



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging Country
Debt Fund, Class III
  $ 8,433,652     $ 752,104     $ 4,100,000     $ 460,024     $ 292,080     $ 4,677,363    
GMO Short-Duration
Collateral Fund
    183,379,841       102,797,680       163,675,000       7,097,680             114,475,125    
GMO Special Purpose
Holding Fund
    7,749                         35,644       6,924    
GMO World Opportunity
Overlay Fund
    55,039,560       11,250,000       34,575,000                   31,276,870    
Totals   $ 246,860,802     $ 114,799,784     $ 202,350,000     $ 7,557,704     $ 327,724     $ 150,436,282    

 


22




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Currency Hedged International Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Currency Hedged International Bond Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


23



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.43 %   $ 1,000.00     $ 989.60     $ 2.13    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.73     $ 2.16    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


24



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $315,341 or if determined to be different, the qualified interest income of such year.


25



GMO Currency Hedged International Bond Fund

(A Series of GMO Trust)


Note Concerning Distributions (Unaudited)

The Fund previously reported estimated sources of any dividends, short-term capital gains, and long-term capital gains distributions paid on a per share basis. Pursuant to Rule 19a-1(e) of the Investment Company Act, the following serves as a correction of such estimates. 89.18% of distributions to shareholders declared from net investment income during the Fund's fiscal year were reclassified to distributions from return of capital and are reflected as such in the Statement of Changes in Net Assets.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


28



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002–2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

GMO Special Purpose Holding Fund returned +517.5% for the fiscal year ended February 29, 2008, compared with the +5.8% for the JPMorgan U.S. 3 Month Cash Index.

The Fund outperformed the benchmark during the fiscal year by +511.7%. The returns on the Fund were positive as trust administrators released a portion of principal to bondholders in two separate payments; the first payment was in March and the second, smaller payment occurred in October.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



      

Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



GMO Special Purpose Holding Fund

(A Series of GMO Trust)
Consolidated Investments Concentration Summary
(a)
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Debt Obligations     0.0 %  
Other     100.0    
      100.0 %  

 

(a)  GMO SPV I, LLC is a 74.9% owned subsidiary of GMO Special Purpose Holding Fund.


1




GMO Special Purpose Holding Fund

(A Series of GMO Trust)
Consolidated Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Description   Value ($)  
DEBT OBLIGATIONS — 0.0% (a)   
Asset-Backed Securities — 0.0%  
Health Care Receivables — 0.0%  
Interest related to the Bankruptcy Estate of NPF VI Inc. Series 02-1 Class A (b) (c)         
Interest related to the Bankruptcy Estate of NPF XII Inc. Series 00-3 Class A (b) (c)         
Interest related to the Bankruptcy Estate of NPF XII Inc. Series 02-1 Class A (b) (c)         
         
Total Asset-Backed Securities        
TOTAL DEBT OBLIGATIONS (COST $0)        
TOTAL INVESTMENTS — 0.0%
(Cost $0)
       
Other Assets and Liabilities (net) — 100.0%     696,837    
TOTAL NET ASSETS — 100.0%   $ 696,837    

 

Notes to Schedule of Investments:

(a)  Owned by GMO SPV I, LLC. GMO SPV I, LLC is a 74.9% subsidiary of GMO Special Purpose
Holding Fund.

(b)  Security in default.

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

See accompanying notes to the financial statements.


2




GMO Special Purpose Holding Fund

(A Series of GMO Trust)


Consolidating Statement of Assets and Liabilities — February 29, 2008

    GMO
Special Purpose
Holding Fund
  GMO
SPV I, LLC
  Minority
Interest
  Eliminations   Consolidated
Totals
 
Assets:  
Investments in affiliated issuers,
at value (cost $0) (Note 2)
  $ 276,862     $     $     $ (276,862 )   $    
Cash     510,448       476,697                   987,145    
Interest receivable     667       625                   1,292    
Receivable for expenses reimbursed
by Manager (Note 3)
    493       8,587                   9,080    
Total assets     788,470       485,909             (276,862 )     997,517    
Liabilities:  
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance
Officer of GMO Trust fees
    4                         4    
Accrued expenses     91,629       121,751                   213,380    
Minority interest                 87,296             87,296    
Total liabilities     91,633       121,751       87,296             300,680    
Net assets   $ 696,837     $ 364,158     $ (87,296 )   $ (276,862 )   $ 696,837    
Shares outstanding     554,071                               554,071    
Net asset value per share   $ 1.26                             $ 1.26    

 

See accompanying notes to the financial statements.


3



GMO Special Purpose Holding Fund

(A Series of GMO Trust)


Consolidating Statement of Operations — Year Ended February 29, 2008

    GMO
Special Purpose
Holding Fund
  GMO
SPV I, LLC
  Minority
Interest
  Eliminations   Consolidated
Totals
 
Investment Income:  
Interest   $ 16,049     $ 20,508     $     $     $ 36,557    
Total income     16,049       20,508                   36,557    
Expenses:  
Custodian and transfer agent fees     550       28,088                   28,638    
Audit and tax fees     39,885       10,466                   50,351    
Trustees fees and related expenses (Note 3)     1                         1    
Miscellaneous     1,484       538                   2,022    
Total expenses     41,920       39,092                   81,012    
Fees and expenses reimbursed by
Manager (Note 3)
    (41,919 )     (39,092 )                 (81,011 )  
Net expenses     1                         1    
Net income (loss)     16,048       20,508                   36,556    
Minority Interest                 (4,916 )           (4,916 )  
Net investment income (loss)
after minority interest
    16,048       20,508       (4,916 )           31,640    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers           4,638,699                   4,638,699    
Realized gains distributions from
affiliated issuers
    3,593,689                   (3,593,689 )        
Net realized gain (loss)     3,593,689       4,638,699             (3,593,689 )     4,638,699    
Change in net unrealized appreciation
(depreciation) on:
 
Investments     (98,880 )                 98,880          
Net unrealized gain (loss)     (98,880 )                 98,880          
Net realized and unrealized gain (loss)     3,494,809       4,638,699             (3,494,809 )     4,638,699    
Minority interest in realized and
unrealized gain (loss)
                (1,159,482 )           (1,159,482 )  
Net increase (decrease) in net assets
resulting from operations
  $ 3,510,857     $ 4,659,207     $ (1,164,398 )   $ (3,494,809 )   $ 3,510,857    

 

See accompanying notes to the financial statements.


4



GMO Special Purpose Holding Fund

(A Series of GMO Trust)


Consolidated Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 36,556     $ 32,527    
Net realized gain (loss)     4,638,699       34,577,048    
Change in net unrealized appreciation (depreciation)           (4,162,820 )  
      4,675,255       30,446,755    
Minority Interest     (1,164,398 )     (7,632,005 )  
Net increase (decrease) in net assets from operations     3,510,857       22,814,750    
Cash distributions to shareholders     (3,593,689 )     (26,587,616 )  
      (3,593,689 )     (26,587,616 )  
Fund share transactions: (Note 7)  
Proceeds from sale of shares           139,034    
Cost of shares repurchased           (139,034 )  
Net increase (decrease) from Fund share transactions              
Total increase (decrease) in net assets     (82,832 )     (3,772,866 )  
Net assets:  
Beginning of period     779,669       4,552,535    
End of period   $ 696,837     $ 779,669    

 

See accompanying notes to the financial statements.


5




GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Financial Highlights
(For a share outstanding throughout each period)

    Year Ended February 28/29  
    2008   2007   2006   2005  
Net asset value, beginning of period   $ 1.41     $ 8.22     $ 15.51     $ 24.11    
Income from investment operations:  
Net investment income (loss)      0.06       0.02       (0.08 )     0.41    
Net realized and unrealized gain (loss)     6.28       41.16       8.57       9.08    
Total from investment operations     6.34       41.18       8.49       9.49    
Less distributions to shareholders:  
From net investment income                       (0.74 )  
From cash distributions     (6.49 )     (47.99 )     (15.78 )     (17.29 )  
From return of capital                       (0.06 )  
Total distributions     (6.49 )     (47.99 )     (15.78 )     (18.09 )  
Net asset value, end of period   $ 1.26     $ 1.41     $ 8.22     $ 15.51    
Total Return(b)      517.54 %(c)      3613.95 %(c)      124.75 %(c)      36.35 %(c)   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 697     $ 780     $ 4,553     $ 8,595    
Net operating expenses to average daily net assets     0.00 %     0.85 %     1.26 %     (0.01 )%  
Interest expense to average daily net assets                          
Total net expenses to average daily net assets     0.00 %(f)      0.85 %     1.26 %     (0.01 )%  
Net investment income to average daily net assets     3.91 %     1.05 %     (0.65 )%     1.83 %  
Portfolio turnover rate     0 %     0 %     0 %     0 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    8.84 %     3.74 %     1.39 %     0.67 %  

 

(a)  The Fund changed its fiscal year end from November 30 to February 28.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  Had the effect of reinvested distributions not been assumed and income from investment operations been retained, the total returns would have been 7.61%, 97.84%, 25.27%, and 39.36% for the fiscal years ended 2008, 2007, 2006, and 2005, respectively.

(d)  Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expenses. Income earned on investing proceeds from reverse repurchase agreements is included in interest income.

(e)  Interest expense as a percentage of average daily net assets was less than 0.01%.

(f)  Total net expenses as a percentage of average daily net assets was less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


6



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

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

    Period from
December 1, 2003
through
  Year
Ended
 
    February 29, 2004(a)    November 30, 2003  
Net asset value, beginning of period   $ 23.89     $ 23.77    
Income from investment operations:  
Net investment income (loss)      0.13       0.75    
Net realized and unrealized gain (loss)     0.09       (0.63 )  
Total from investment operations     0.22       0.12    
Less distributions to shareholders:  
From net investment income              
From cash distributions              
From return of capital              
Total distributions              
Net asset value, end of period   $ 24.11     $ 23.89    
Total Return(b)      0.92 %**      0.50 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 225,727     $ 224,113    
Net operating expenses to average daily net assets     0.08 %*      0.13 %  
Interest expense to average daily net assets     0.04 %(e)*      0.00 %(d)(e)   
Total net expenses to average daily net assets     0.12 %*      0.13 %  
Net investment income to average daily net assets     0.49 %*      3.11 %  
Portfolio turnover rate     4 %**      80 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.11 %*      0.10 %  

 

See accompanying notes to the financial statements.


7




GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return. The Fund's investments consist primarily of: (i) units of GMO SPV I, LLC ("SPV"), a special purpose vehicle that holds an interest in liquidating trusts related to certain defaulted asset-backed securities (the "NPF Securities") issued by NPF VI, Inc. and NPF XII, Inc., and (ii) cash and cash items.

Shares of the Fund are not publicly offered and are principally available only to other GMO Funds of the Trust and certain accredited investors. Presently the Fund is closed to new investment.

In April 2004, a plan of liquidation ("the Plan") was approved by the bankruptcy court with respect to National Century Financial Enterprises and the NPF Securities. Pursuant to the Plan, the Fund received a cash distribution, less expenses associated with the transaction and an interest in additional amounts recovered by the bankruptcy estate. The Fund, together with other creditors, are continuing to pursue various claims resulting from its holdings of the NPF Securities. The ultimate amount of losses and costs associated with the NPF Securities that may be recovered by the Fund (through its investment in SPV) is not known at this time.

The Fund has litigation pending against various entities related to the default of the NPF Securities. For the year ended February 29, 2008, the Fund indirectly received $3,593,689 in conjunction with a settlement agreement related to the default of those securities. The outcome of the lawsuits against the remaining defendants is not predictable and any potential recoveries are not reflected in the net asset value of the Fund. To the extent additional recoveries are realized, such recoveries may be material to the net asset value of the Fund.

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


8



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to Financial Statements — (Continued)
February 29, 2008

reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The accounting records of the Fund are maintained in U.S. dollars.

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements include the accounts of the Fund and its majority owned investment in SPV. The consolidated financial statements include 100% of the assets and liabilities of SPV and the ownership interests of minority participants are recorded as "Minority Interest". All significant interfund accounts and transactions have been eliminated in consolidation.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Taxes

Effective April 1, 2004, the Fund elected to be taxed as a partnership for federal income tax purposes and, accordingly, the Fund is no longer a regulated investment company for federal income tax purposes. As a partnership, the Fund will not be subject to federal and state income tax. Instead, each shareholder is responsible for the tax liability or benefit related to his/her allocable share of taxable income or loss. Accordingly, no provision (benefit) for federal and state income taxes is reflected in the accompanying financial statements.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$     $     $     $    

 

SPV is also treated as a partnership for federal income tax purposes and subject to the same rules as the Fund with respect to the taxation of partnerships.


9



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to Financial Statements — (Continued)
February 29, 2008

Distributions

The Fund will distribute proceeds and other cash receipts received from its underlying investments. Distributions made by the Fund, other than a distribution in partial or complete redemption of a shareholder's interest in the Fund, are reported in the Fund's financial statements as cash distributions.

Security transactions and related investment income

Security transactions are accounted for on trade date. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Income is not recognized on securities for which collection is not expected. 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.

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Consolidating Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value


10



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to Financial Statements — (Continued)
February 29, 2008

in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO does not charge the Fund any management or service fees for its services. In addition, the Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes). The costs incurred in connection with the Fund's pursuit of legal claims arising from the Fund's investment in the NPF securities are being treated for the purposes of the expense reimbursement as extraordinary expenses.

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $1 and $0, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Consolidating Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

There were no purchases or sales of securities, excluding short-term investments, for the year ended February 29, 2008.

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.


11



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Consolidated Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

At February 29, 2008, 61.72% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. 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 29, 2008, there were no shares held by related parties, and 100% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Shares sold           28,918    
Shares repurchased           (28,918 )  
Net decrease              
Fund shares:  
Beginning of period     554,071       554,071    
End of period     554,071       554,071    

 


12




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Special Purpose Holding Fund

In our opinion, the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, and the related consolidated statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Special Purpose Holding Fund (the "Fund") and subsidiary at February 29, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


13



GMO Special Purpose Holding Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, 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* 
 
1) Actual     0.00 %   $ 1,000.00     $ 1,131.44     $ 0.00    
2) Hypothetical     0.00 %   $ 1,000.00     $ 1,024.86     $ 0.00    

 

*  Expenses are calculated using the annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year. Net expenses incurred were less than $0.01.


14



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


15



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3
and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4 
 
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


16



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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.


17



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


18




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO U.S. Quality Equity Fund returned -1.8% for the fiscal year ended February 29, 2008, as compared to -3.6% for the S&P 500 Index. The Fund was invested substantially in U.S. equity securities throughout the period.

Stock selection detracted from returns relative to the S&P 500 Index. Selections in Telecommunication Services, Information Technology, and Consumer Staples added to relative returns while selections in Consumer Discretionary, Health Care, and Energy detracted. Overweight positions in Coca-Cola and Merck and an underweight in Citigroup added to relative returns. Overweight positions in Lowe's Companies, Home Depot, and Forest Laboratories detracted.

Sector selection added to returns relative to the S&P 500 Index. Sector weightings positively impacting relative performance included an underweight position in Financials and overweight positions in Consumer Staples and Health Care. Sector weightings negatively impacting relative performance included underweight positions in Energy, Materials, and Industrials.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Classes IV, V and VI will vary due to different fees.



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     94.8 %  
Short-Term Investments     4.8    
Futures     (0.0 )  
Other     0.4    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     31.2 %  
Consumer Staples     24.5    
Information Technology     18.7    
Energy     10.7    
Industrials     5.7    
Consumer Discretionary     4.8    
Telecommunication Services     4.2    
Financials     0.2    
      100.0 %  

 


1




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 94.8%  
        Consumer Discretionary — 4.5%  
    247,700     Coach, Inc. *      7,510,264    
    7,188,600     Home Depot, Inc.     190,857,330    
    3,540,400     Lowe's Cos., Inc.     84,863,388    
    381,500     McDonald's Corp.     20,642,965    
    220,300     Nike, Inc.-Class B     13,262,060    
    379,200     Target Corp.     19,949,712    
    531,800     VF Corp.     40,438,072    
    Total Consumer Discretionary     377,523,791    
        Consumer Staples — 23.2%  
    1,306,200     Anheuser-Busch Cos., Inc.     61,508,958    
    662,100     Avon Products, Inc.     25,199,526    
    233,700     Clorox Co.     13,599,003    
    8,782,300     Coca-Cola Co. (The)     513,413,258    
    726,000     Colgate-Palmolive Co.     55,241,340    
    299,800     Energizer Holdings, Inc. *      27,830,434    
    477,200     Estee Lauder Cos. (The), Inc.-Class A     20,319,176    
    267,800     General Mills, Inc.     14,994,122    
    379,400     Kellogg Co.     19,243,168    
    1,004,400     Kimberly-Clark Corp.     65,466,792    
    1,219,800     Kraft Foods, Inc.     38,021,166    
    4,168,600     PepsiCo, Inc.     289,967,816    
    3,157,300     Procter & Gamble Co. (The)     208,950,114    
    1,262,600     Walgreen Co.     46,097,526    
    10,387,600     Wal-Mart Stores, Inc.     515,121,084    
    397,300     WM Wrigley Jr. Co.     23,782,378    
    Total Consumer Staples     1,938,755,861    
        Energy — 10.1%  
    3,525,100     Chevron Corp.     305,485,166    
    6,185,500     Exxon Mobil Corp.     538,200,355    
    Total Energy     843,685,521    

 

See accompanying notes to the financial statements.


2



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Financials — 0.2%  
    283,400     Allstate Corp. (The)     13,526,682    
        Health Care — 29.7%  
    2,248,505     Abbott Laboratories     120,407,443    
    1,224,860     Amgen, Inc. *      55,755,627    
    684,600     Coventry Health Care, Inc. *      35,510,202    
    2,058,873     Eli Lilly & Co.     102,984,828    
    812,400     Express Scripts, Inc. *      48,012,840    
    1,313,600     Forest Laboratories, Inc. *      52,241,872    
    8,044,100     Johnson & Johnson     498,412,436    
    1,844,130     Medtronic, Inc.     91,026,257    
    7,303,000     Merck & Co., Inc.     323,522,900    
    22,536,700     Pfizer, Inc.     502,117,676    
    531,000     Stryker Corp.     34,573,410    
    7,938,800     UnitedHealth Group, Inc.     368,995,424    
    783,200     WellPoint, Inc. *      54,886,656    
    1,941,320     Wyeth     84,680,378    
    1,317,500     Zimmer Holdings, Inc. *      99,194,575    
    Total Health Care     2,472,322,524    
        Industrials — 5.4%  
    2,607,100     3M Co.     204,396,640    
    673,600     Danaher Corp.     49,947,440    
    203,300     General Dynamics Corp.     16,640,105    
    257,600     Illinois Tool Works, Inc.     12,640,432    
    303,600     L-3 Communications Holdings, Inc.     32,269,644    
    731,800     United Parcel Service, Inc.-Class B     51,401,632    
    1,196,000     United Technologies Corp.     84,329,960    
    Total Industrials     451,625,853    
        Information Technology — 17.7%  
    9,456,700     Cisco Systems, Inc. *      230,459,779    
    412,800     Citrix Systems, Inc. *      13,593,504    
    3,193,900     Dell, Inc. *      63,398,915    

 

See accompanying notes to the financial statements.


3



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares/
Par Value ($)
  Description   Value ($)  
        Information Technology — continued  
    3,935,273     eBay, Inc. *      103,733,796    
    525,800     Fiserv, Inc. *      27,667,596    
    164,000     Google, Inc.-Class A *      77,273,520    
    1,520,300     International Business Machines Corp.     173,101,358    
    15,011,100     Microsoft Corp.     408,602,142    
    6,743,500     Oracle Corp. *      126,777,800    
    5,961,500     Qualcomm, Inc.     252,588,755    
    Total Information Technology     1,477,197,165    
        Telecommunication Services — 4.0%  
    2,970,895     AT&T, Inc.     103,476,273    
    6,323,700     Verizon Communications, Inc.     229,676,784    
    Total Telecommunication Services     333,153,057    
    TOTAL COMMON STOCKS (COST $8,200,647,593)     7,907,790,454    
        SHORT-TERM INVESTMENTS — 4.8%  
    183,516,374     Citigroup Global Markets Repurchase Agreement, dated 02/29/08,
due 03/03/08, with a maturity value of $183,527,844 and an
effective yield of 0.75%, collateralized by various
U.S. Treasury obligations with an interest rate range of 8.13% - 11.25%,
maturity date range of 02/15/15 - 08/15/19, and an aggregate market value,
including accrued interest, of $186,349,074.
    183,516,374    
    215,910,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (a)      214,383,300    
    TOTAL SHORT-TERM INVESTMENTS (COST $397,452,297)     397,899,674    
          TOTAL INVESTMENTS — 99.6%
(Cost $8,598,099,890)
    8,305,690,128    
          Other Assets and Liabilities (net) — 0.4%     31,092,775    
    TOTAL NET ASSETS — 100.0%   $ 8,336,782,903    

 

See accompanying notes to the financial statements.


4



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  1,230     S&P 500 E-Mini   March 2008   $ 81,874,950     $ (1,766,065 )  

 

As of February 29, 2008, for the futures contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

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

See accompanying notes to the financial statements.


5




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $8,598,099,890) (Note 2)   $ 8,305,690,128    
Receivable for Fund shares sold     97,035,687    
Dividends and interest receivable     22,666,729    
Receivable for collateral on open futures contracts (Note 2)     4,428,000    
Receivable for expenses reimbursed by Manager (Note 3)     164,285    
Total assets     8,429,984,829    
Liabilities:  
Payable for Fund shares repurchased     87,945,435    
Payable to affiliate for (Note 3):  
Management fee     2,196,047    
Shareholder service fee     553,196    
Trustees and Chief Compliance Officer of GMO Trust fees     8,955    
Payable for variation margin on open futures contracts (Note 2)     2,121,748    
Accrued expenses     376,545    
Total liabilities     93,201,926    
Net assets   $ 8,336,782,903    

 

See accompanying notes to the financial statements.


6



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 8,574,801,413    
Accumulated undistributed net investment income     25,580,711    
Accumulated net realized gain     30,576,606    
Net unrealized depreciation     (294,175,827 )  
    $ 8,336,782,903    
Net assets attributable to:  
Class III shares   $ 2,003,758,269    
Class IV shares   $ 432,045,956    
Class V shares   $ 663,615,976    
Class VI shares   $ 5,237,362,702    
Shares outstanding:  
Class III     97,449,407    
Class IV     20,998,610    
Class V     32,270,821    
Class VI     254,660,700    
Net asset value per share:  
Class III   $ 20.56    
Class IV   $ 20.57    
Class V   $ 20.56    
Class VI   $ 20.57    

 

See accompanying notes to the financial statements.


7



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 137,598,045    
Interest     12,465,110    
Total investment income     150,063,155    
Expenses:  
Management fee (Note 3)     22,252,931    
Shareholder service fee – Class III (Note 3)     2,892,309    
Shareholder service fee – Class IV (Note 3)     632,321    
Shareholder service fee – Class V (Note 3)     408,693    
Shareholder service fee – Class VI (Note 3)     2,052,644    
Custodian, fund accounting agent and transfer agent fees     748,025    
Audit and tax fees     53,573    
Legal fees     136,229    
Trustees fees and related expenses (Note 3)     62,944    
Registration fees     109,170    
Miscellaneous     66,994    
Total expenses     29,415,833    
Fees and expenses reimbursed by Manager (Note 3)     (1,085,951 )  
Expense reductions (Note 2)     (131,388 )  
Net expenses     28,198,494    
Net investment income (loss)     121,864,661    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     188,799,858    
Closed futures contracts     (2,748,918 )  
Net realized gain (loss)     186,050,940    
Change in net unrealized appreciation (depreciation) on:  
Investments     (586,790,878 )  
Open futures contracts     (1,593,115 )  
Net unrealized gain (loss)     (588,383,993 )  
Net realized and unrealized gain (loss)     (402,333,053 )  
Net increase (decrease) in net assets resulting from operations   $ (280,468,392 )  

 

See accompanying notes to the financial statements.


8



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 121,864,661     $ 66,894,724    
Net realized gain (loss)     186,050,940       67,446,920    
Change in net unrealized appreciation (depreciation)     (588,383,993 )     159,498,624    
Net increase (decrease) in net assets from operations     (280,468,392 )     293,840,268    
Distributions to shareholders from:  
Net investment income  
Class III     (31,023,169 )     (19,080,483 )  
Class IV     (11,111,773 )     (34,152,852 )  
Class V     (7,018,463 )     (1,484,773 )  
Class VI     (60,979,925 )     (9,870,862 )  
Total distributions from net investment income     (110,133,330 )     (64,588,970 )  
Net realized gains  
Class III     (50,769,370 )     (10,201,001 )  
Class IV     (13,927,910 )     (6,234,488 )  
Class V     (12,819,629 )     (2,285,549 )  
Class VI     (101,916,040 )     (15,025,646 )  
Total distributions from net realized gains     (179,432,949 )     (33,746,684 )  
      (289,566,279 )     (98,335,654 )  
Net share transactions (Note 7):  
Class III     572,435,769       396,663,232    
Class IV     (356,639,901 )     (1,347,093,160 )  
Class V     450,705,666       259,783,734    
Class VI     3,017,011,171       2,604,941,562    
Increase (decrease) in net assets resulting from net
share transactions
    3,683,512,705       1,914,295,368    
Total increase (decrease) in net assets     3,113,478,034       2,109,799,982    
Net assets:  
Beginning of period     5,223,304,869       3,113,504,887    
End of period (including accumulated undistributed net investment
income of $25,580,711 and $13,849,380, respectively)
  $ 8,336,782,903     $ 5,223,304,869    

 

See accompanying notes to the financial statements.


9




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004(a)   
Net asset value, beginning of period   $ 21.78     $ 20.81     $ 20.03     $ 19.93     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.39       0.35       0.32       0.39       0.01    
Net realized and unrealized gain (loss)     (0.70 )     1.12       0.72       (0.05 )     (0.08 )  
Total from investment operations     (0.31 )     1.47       1.04       0.34       (0.07 )  
Less distributions to shareholders:  
From net investment income     (0.36 )     (0.34 )     (0.22 )     (0.24 )        
From net realized gains     (0.55 )     (0.16 )     (0.04 )              
Total distributions     (0.91 )     (0.50 )     (0.26 )     (0.24 )        
Net asset value, end of period   $ 20.56     $ 21.78     $ 20.81     $ 20.03     $ 19.93    
Total Return(b)      (1.76 )%     7.18 %     5.28 %     1.72 %     (0.35 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,003,758     $ 1,575,300     $ 1,108,088     $ 463,848     $ 18,966    
Net expenses to average daily net assets     0.48 %(c)      0.48 %     0.48 %     0.48 %     0.47 %*   
Net investment income to average daily
net assets
    1.74 %     1.64 %     1.58 %     1.98 %     1.22 %*   
Portfolio turnover rate     46 %     50 %     52 %     66 %     2 %**   
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.02 %     0.02 %     0.02 %     0.04 %     1.59 %*   

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


10



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004(a)   
Net asset value, beginning of period   $ 21.80     $ 20.82     $ 20.03     $ 19.93     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.40       0.37       0.32       0.38       0.01    
Net realized and unrealized gain (loss)     (0.71 )     1.11       0.74       (0.03 )     (0.08 )  
Total from investment operations     (0.31 )     1.48       1.06       0.35       (0.07 )  
Less distributions to shareholders:  
From net investment income     (0.37 )     (0.34 )     (0.23 )     (0.25 )        
From net realized gains     (0.55 )     (0.16 )     (0.04 )              
Total distributions     (0.92 )     (0.50 )     (0.27 )     (0.25 )        
Net asset value, end of period   $ 20.57     $ 21.80     $ 20.82     $ 20.03     $ 19.93    
Total Return(b)      (1.77 )%     7.19 %     5.37 %     1.75 %     (0.35 )%**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 432,046     $ 800,458     $ 2,005,417     $ 938,586     $ 137,835    
Net expenses to average daily net assets     0.44 %(c)      0.44 %     0.44 %     0.44 %     0.44 %*   
Net investment income to average daily
net assets
    1.78 %     1.79 %     1.62 %     1.92 %     0.99 %*   
Portfolio turnover rate     46 %     50 %     52 %     66 %     2 %**   
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.02 %     0.02 %     0.02 %     0.04 %     1.59 %*   

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


11



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
December 8, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 21.79     $ 21.91    
Income (loss) from investment operations:  
Net investment income (loss)      0.41       0.07    
Net realized and unrealized gain (loss)     (0.72 )     0.04    
Total from investment operations     (0.31 )     0.11    
Less distributions to shareholders:  
From net investment income     (0.37 )     (0.09 )  
From net realized gains     (0.55 )     (0.14 )  
Total distributions     (0.92 )     (0.23 )  
Net asset value, end of period   $ 20.56     $ 21.79    
Total Return(a)      (1.75 )%     0.49 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 663,616     $ 259,430    
Net expenses to average daily net assets     0.42 %(b)      0.42 %*   
Net investment income to average daily net assets     1.83 %     1.40 %*   
Portfolio turnover rate     46 %     50 %***   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.02 %     0.02 %*   

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

***  Calculation represents portfolio turnover rate of the Fund for the year ended February 28, 2007.

See accompanying notes to the financial statements.


12



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
December 8, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 21.79     $ 21.91    
Income (loss) from investment operations:  
Net investment income (loss)      0.41       0.07    
Net realized and unrealized gain (loss)     (0.70 )     0.04    
Total from investment operations     (0.29 )     0.11    
Less distributions to shareholders:  
From net investment income     (0.38 )     (0.09 )  
From net realized gains     (0.55 )     (0.14 )  
Total distributions     (0.93 )     (0.23 )  
Net asset value, end of period   $ 20.57     $ 21.79    
Total Return(a)      (1.67 )%     0.49 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 5,237,363     $ 2,588,116    
Net expenses to average daily net assets     0.39 %(b)      0.39 %*   
Net investment income to average daily net assets     1.84 %     1.43 %*   
Portfolio turnover rate     46 %     50 %***   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.02 %     0.02 %*   

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

***  Calculation represents portfolio turnover rate of the Fund for the year ended February 28, 2007.

See accompanying notes to the financial statements.


13




GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the S&P 500 Index. The Fund typically makes equity investments in companies that issue stocks included in the S&P 500 Index and in companies with similar market capitalizations. The Fund may hold fewer than 100 stocks. The Fund reserves the right to make tactical allocations of up to 20% of its net assets to investments in cash and other high quality investments.

As of February 29, 2008, the Fund had four classes of shares outstanding: Class III, Class IV, Class V and Class VI. Each class of shares bears a different level of shareholder service 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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.


14



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Futures contracts

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

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


15



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.


16



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Taxes and distributions

The Fund intends to qualify each tax 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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to losses on wash sale transactions and redemption in-kind transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$     $ (9,156,118 )   $ 9,156,118    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 110,133,330     $ 86,255,920    
Long-term capital gains     179,432,949       12,079,734    
Total distributions   $ 289,566,279     $ 98,335,654    

 


17



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 25,580,710    
Undistributed long-term capital gain   $ 52,051,934    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 8,621,341,282     $ 246,761,888     $ (562,413,042 )   $ (315,651,154 )  

 

For the period ended February 29, 2008, the Fund had net realized gains attributed to redemption in-kind transactions of $9,197,517.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.


18



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.33% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.15% for Class III shares, 0.105% for Class IV shares, 0.085% for Class V shares and 0.055% for Class VI shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses, (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.33% of the Fund's average daily net assets.


19



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $54,940 and $27,951, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $6,326,692,567 and $2,948,957,142, 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 29, 2008, 22.32% of the outstanding shares of the Fund were held by one shareholder. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.

As of February 29, 2008, 0.29% of the Fund's shares were held by thirty related parties comprised of certain GMO employee accounts, and 57.51% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     50,996,071     $ 1,139,966,142       45,988,997     $ 967,561,064    
Shares issued to shareholders
in reinvestment of distributions
    3,122,803       70,870,252       1,185,522       25,054,083    
Shares repurchased     (28,982,283 )     (638,400,625 )     (28,107,538 )     (595,951,915 )  
Net increase (decrease)     25,136,591     $ 572,435,769       19,066,981     $ 396,663,232    

 


20



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     28,155,555     $ 619,378,521       70,184,522     $ 1,495,423,391    
Shares issued to shareholders
in reinvestment of distributions
    821,509       18,645,946       1,791,751       36,987,536    
Shares repurchased     (44,697,168 )     (994,664,368 )     (131,569,719 )     (2,879,504,087 )  
Net increase (decrease)     (15,720,104 )   $ (356,639,901 )     (59,593,446 )   $ (1,347,093,160 )  
    Year Ended
February 29, 2008
  Period from December 8, 2006
(commencement of operations)
through February 28, 2007
 
Class V:   Shares   Amount   Shares   Amount  
Shares sold     32,154,927     $ 708,017,030       16,874,493     $ 369,964,791    
Shares issued to shareholders
in reinvestment of distributions
    832,035       18,891,284       165,675       3,600,116    
Shares repurchased     (12,624,095 )     (276,202,648 )     (5,132,214 )     (113,781,173 )  
Net increase (decrease)     20,362,867     $ 450,705,666       11,907,954     $ 259,783,734    
    Year Ended
February 29, 2008
  Period from December 8, 2006
(commencement of operations)
through February 28, 2007
 
Class V1:   Shares   Amount   Shares   Amount  
Shares sold     143,722,533     $ 3,181,476,095       118,076,664     $ 2,589,720,510    
Shares issued to shareholders
in reinvestment of distributions
    6,951,875       157,780,829       1,096,229       23,821,052    
Shares repurchased     (14,796,108 )     (322,245,753 )     (390,493 )     (8,600,000 )  
Net increase (decrease)     135,878,300     $ 3,017,011,171       118,782,400     $ 2,604,941,562    

 


21




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO U.S. Quality Equity Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


22



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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.


23



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 29, 2008 (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. 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     $ 944.60     $ 2.32    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.48     $ 2.41    
Class IV      
1) Actual     0.44 %   $ 1,000.00     $ 944.70     $ 2.13    
2) Hypothetical     0.44 %   $ 1,000.00     $ 1,022.68     $ 2.21    
Class V      
1) Actual     0.42 %   $ 1,000.00     $ 944.80     $ 2.03    
2) Hypothetical     0.42 %   $ 1,000.00     $ 1,022.77     $ 2.11    
Class VI      
1) Actual     0.39 %   $ 1,000.00     $ 945.00     $ 1.89    
2) Hypothetical     0.39 %   $ 1,000.00     $ 1,022.92     $ 1.96    

 

*  Expenses are calculated using each Class's annualized expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


24



GMO U.S. Quality Equity Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $179,432,949 from long-term capital gains.

For taxable, non-corporate shareholders, 99.91% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 99.91% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $9,847,844 or if determined to be different, the qualified interest income of such 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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


27



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present);
Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).
 

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Foreign Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Foreign Fund

(A Series of GMO Trust)

Portfolio Managers

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Foreign Fund returned -0.8% for the fiscal year ended February 28, 2008, as compared to +0.8% for the MSCI EAFE Index. The Fund was invested substantially in international equity securities throughout the period.

Fair value pricing of the Fund subtracted 1.1% from returns versus the benchmark, which utilizes local close prices. Using the local close, which we do for attribution, the Fund returned +0.3% for the fiscal year.

Stock selection subtracted 1.0% from returns for the fiscal year. Stock selection was negative in Germany and the United Kingdom.

Country selection was ahead of the MSCI EAFE Index by 0.5%. The largest positive contribution to country selection came from an overweight position in Germany, which added 0.6%.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect of taxes on distributions and redemptions. The Fund commenced operations on June 28, 1996 subsequent to a transaction involving, in essence, the reorganization of the GMO International Equities Pool of the Common Fund for Non-Profit Organizations (the "GMO Pool") as the GMO Foreign Fund. All information relating to the time periods prior to June 28, 1996 relates to the GMO Pool. All information is unaudited. Performance for Class II, IV and M will vary due to different fees.



GMO Foreign Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     95.0 %  
Short-Term Investments     3.3    
Preferred Stocks     0.6    
Rights and Warrants     0.0    
Other     1.1    
      100.0 %  
Country Summary   % of Equity Investments  
United Kingdom     22.7 %  
Japan     19.5    
Germany     12.1    
France     8.1    
Finland     5.9    
Netherlands     5.3    
Italy     4.7    
Hong Kong     3.9    
Switzerland     3.1    
Spain     3.0    
Norway     1.9    
Belgium     1.4    
Singapore     1.4    
Australia     1.3    
Brazil     1.1    
Taiwan     1.0    
Ireland     0.9    
South Korea     0.7    
Sweden     0.6    
Austria     0.5    
Greece     0.3    
Philippines     0.2    
India     0.1    
Mexico     0.1    
Thailand     0.1    
Malaysia     0.1    
Argentina     0.0    
Canada     0.0    
New Zealand     0.0    
      100.0 %  

 


1



GMO Foreign Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     23.0 %  
Industrials     14.9    
Consumer Discretionary     13.4    
Energy     9.7    
Telecommunication Services     8.6    
Information Technology     7.2    
Utilities     7.0    
Consumer Staples     6.2    
Materials     6.0    
Health Care     4.0    
      100.0 %  

 


2




GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 95.0%        
        Argentina — 0.0%        
  32,800     Banco Patagonia SA * (a)      676,715    
        Australia — 1.3%        
  223,100     Amcor Ltd     1,459,561    
  198,100     Australia and New Zealand Banking Group Ltd     3,997,544    
  298,000     Billabong International Ltd (b)      3,460,419    
  812,486     Coca Cola Amatil Ltd     7,211,621    
  483,857     Crown Ltd *      5,228,549    
  3,959,600     Foster's Group Ltd     19,508,453    
  1,276,239     Insurance Australia Group Ltd     4,430,720    
  1,234,100     Metcash Ltd     4,750,024    
  166,788     National Australia Bank Ltd     4,408,491    
  483,857     Publishing & Broadcasting Ltd     1,965,168    
  276,200     Santos Ltd     3,273,887    
  5,061,139     SP AusNet     5,825,960    
  233,800     Suncorp-Metway Ltd     2,999,231    
  855,351     TABCORP Holdings Ltd     12,058,088    
  1,269,886     Telstra Corp Ltd     5,708,621    
  2,920,743     Telstra Corp-Installment Receipts     8,814,635    
  181,500     Westfarmers Ltd     6,288,506    
  328,527     Westpac Banking Corp     7,026,755    
    Total Australia     108,416,233    
        Austria — 0.4%        
  123,600     Erste Bank Der Oesterreichischen Sparkassen AG (b)      7,151,744    
  29,330     Flughafen Wien AG     3,353,728    
  179,200     OMV AG     12,948,093    
  385,500     Telekom Austria AG     8,719,827    
  128,030     Wienerberger AG     6,179,468    
    Total Austria     38,352,860    

 

See accompanying notes to the financial statements.


3



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Belgium — 1.3%        
  260,170     Belgacom SA (b)      12,460,066    
  432,998     CIE Francois d' Enterprises     39,832,284    
  765,991     Fortis     16,922,597    
  734,028     Fortis VVPR Strip *      11,144    
  67,475     Groupe Bruxelles Lambert SA     8,082,610    
  179,725     KBC Groep NV (b)      22,535,268    
  54,437     Solvay SA (b)      6,841,157    
  125,369     UCB SA     5,942,793    
    Total Belgium     112,627,919    
        Brazil — 0.9%        
  605,800     Banco ABC Brasil SA     3,761,398    
  1,391,000     Banco Panamericano SA     7,114,984    
  13,400     Brasil Brokers Participacoes SA *      12,281,947    
  517,600     Cia Providencia Industria e Comercio SA *      2,234,333    
  110,100     Cremer SA *      943,379    
  986,800     Datasul SA     10,415,930    
  78,400     M Dias Branco SA     987,476    
  781,700     Marisa SA *      3,097,032    
  37,000     MPX Mineracao e Energia SA *      22,273,077    
  316,100     Sul America SA *      5,044,964    
  961,200     Trisul SA *      6,110,165    
    Total Brazil     74,264,685    
        Canada — 0.0%        
  220,100     KAP Resources Ltd * (a) (c)      2,236    
        Finland — 5.6%        
  572,600     Neste Oil Oyj (b)      20,034,762    
  7,137,000     Nokia Oyj     256,415,474    
  2,556,838     Nokian Renkaat Oyj (b)      105,119,720    
  975,700     Poyry Oyj     23,956,697    
  1,114,700     Uponor Oyj (b)      29,115,201    
  1,660,951     YIT Oyj (b)      41,263,017    
    Total Finland     475,904,871    

 

See accompanying notes to the financial statements.


4



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        France — 7.7%        
  58,760     Accor SA     4,173,651    
  256,771     Arcelor Mittal     19,496,224    
  781,740     AXA     26,357,491    
  123,105     BIC SA     7,783,784    
  491,008     BNP Paribas     43,896,069    
  35,210     Casino Guichard-Perrachon SA     3,982,504    
  167,096     Cie de Saint-Gobain     13,062,630    
  468,888     Credit Agricole SA     12,718,487    
  1,804,192     France Telecom SA     60,564,974    
  251,752     Groupe Danone     19,720,769    
  17,475     Guyenne et Gascogne SA     2,556,240    
  110,492     Imerys SA     9,267,388    
  73,278     Lafarge SA     12,667,640    
  148,066     Lagardere SCA     11,633,191    
  139,000     L'Oreal SA     16,495,382    
  102,100     M6-Metropole Television     2,406,857    
  170,604     Michelin SA Class B     16,802,837    
  84,438     Pernod-Ricard     8,932,402    
  387,972     Peugeot SA     29,493,335    
  121,700     Publicis Groupe     4,394,933    
  54,000     Renault SA     5,769,710    
  583,033     Sanofi-Aventis     43,093,515    
  126,173     Schneider Electric SA     14,366,599    
  13,667     Sequana Capital     336,818    
  161,230     Societe Generale (b)      17,251,483    
  40,307     Societe Generale NV (New Shares) *      4,429,082    
  1,471,526     Suez SA     93,549,079    
  137,852     Suez SA VVPR Strip *      2,093    
  71,140     Technip SA     5,807,667    
  124,414     Thales SA     7,613,018    
  1,377,700     Total SA     103,746,370    
  484,500     Vivendi Universal SA     19,147,673    
  130,031     Wendel Investissement (b)      14,665,334    
    Total France     656,185,229    

 

See accompanying notes to the financial statements.


5



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Germany — 11.2%        
  665,364     Adidas AG (b)      42,231,296    
  418,576     Allianz SE (Registered)     72,159,664    
  110,200     Axel Springer AG     13,707,736    
  129,700     BASF AG     16,585,465    
  797,599     Bayer AG     61,382,761    
  422,800     Bayerische Motoren Werke AG     23,296,810    
  582,501     Commerzbank AG     17,512,443    
  216,820     Continental AG     21,381,096    
  620,681     Daimler AG (Registered) (b)      51,686,413    
  255,400     Deutsche Bank AG (Registered)     28,334,548    
  1,787,800     Deutsche Post AG (Registered)     59,233,850    
  4,236,438     Deutsche Telekom (Registered)     80,526,844    
  363,810     E.ON AG     68,496,619    
  330,400     Fresenius Medical Care AG & Co     17,298,467    
  306,518     Heidelberger Druckmaschinen     7,485,976    
  300,591     Hypo Real Estate Holding AG (b)      8,655,945    
  1,211,500     Infineon Technologies AG *      9,797,809    
  360,500     Metro AG     29,898,949    
  55,600     MTU Aero Engines Holding     2,822,228    
  418,674     Muenchener Rueckversicherungs AG (Registered)     73,665,412    
  38,700     Puma AG Rudolf Dassler Sport     13,769,572    
  537,900     RWE AG     65,121,039    
  1,398,600     SAP AG     66,048,589    
  740,037     Siemens AG (Registered)     94,372,585    
  329,400     Tognum AG *      8,030,562    
    Total Germany     953,502,678    
        Greece — 0.3%        
  525,990     EFG Eurobank Ergasias     15,151,980    
  265,000     Piraeus Bank SA     7,887,605    
    Total Greece     23,039,585    

 

See accompanying notes to the financial statements.


6



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Hong Kong — 3.8%        
  2,875,500     CLP Holdings Ltd     22,478,145    
  2,361,900     Hang Seng Bank Ltd     44,706,454    
  3,557,000     Hutchison Whampoa Ltd     33,335,270    
  12,436,000     Link REIT     30,435,301    
  11,685,000     MTR Corp Ltd     43,307,617    
  17,283,564     New World Development Co Ltd     46,458,144    
  11,281,000     Shun Tak Holdings Ltd     16,653,802    
  15,764,092     Sino Land     39,390,072    
  2,478,000     Sun Hung Kai Properties Ltd     43,182,764    
    Total Hong Kong     319,947,569    
        India — 0.1%        
  900,000     Satyam Computer Services Ltd     9,682,561    
        Ireland — 0.8%        
  1,573,540     Allied Irish Banks Plc     31,853,667    
  1,516,249     Bank of Ireland     21,329,344    
  368,637     CRH Plc     13,700,588    
  8,800     DCC Plc     221,411    
  49,400     FBD Holdings Plc     2,171,999    
  235,500     Grafton Group Plc *      1,911,111    
  81,800     Irish Life & Permanent Plc     1,330,564    
    Total Ireland     72,518,684    
        Italy — 4.4%        
  827,100     Alleanza Assicurazioni SPA     10,627,671    
  787,744     Assicurazioni Generali SPA     33,857,987    
  1,240,723     Banca Intesa SPA – Di RISP     7,880,056    
  1,187,324     Banca Monte dei Paschi di Siena SPA (b)      5,391,385    
  343,854     Buzzi Unicem SPA     8,436,031    
  4,700,335     Enel SPA     50,718,509    
  2,423,521     ENI SPA     83,687,167    
  1,086,410     Fiat SPA     22,962,679    
  590,720     Finmeccanica SPA     18,166,689    

 

See accompanying notes to the financial statements.


7



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Italy — continued        
  266,246     Grouppo Editoriale L'Espresso (b)      1,094,537    
  1,926,128     Intesa San Paolo     12,936,737    
  657,970     Italcementi SPA-Di RISP     10,006,652    
  147,700     Mediobanca SPA     2,849,569    
  2,851,000     Pirelli & Co SPA *      2,813,793    
  1,329,200     Snam Rete Gas SPA     9,243,105    
  15,420,198     Telecom Italia SPA     38,446,528    
  15,823,176     Telecom Italia SPA-Di RISP     30,529,502    
  3,646,982     UniCredito Italiano SPA     26,830,128    
    Total Italy     376,478,725    
        Japan — 18.7%        
  534,500     Asahi Breweries     9,990,874    
  1,194,000     Asahi Glass Co Ltd     13,599,561    
  932,700     Astellas Pharma Inc     40,764,363    
  1,289,600     Bridgestone Corp     21,215,086    
  1,493,700     Canon Inc     66,955,522    
  322,500     Chubu Electric Power Co Inc     8,123,652    
  843,600     Daiichi Sankyo Co Ltd     26,179,860    
  635,700     Daiwa House Industry Co Ltd     6,491,130    
  3,865,000     Daiwa Securities Group Inc     35,837,363    
  1,702,800     Denso Corp     63,568,150    
  6,217     East Japan Railway Co     49,899,889    
  179,400     Eisai Co Ltd     6,469,957    
  2,591,500     Haseko Corp *      3,908,643    
  2,439,900     Honda Motor Co Ltd     74,478,752    
  22,000     Ibiden Co Ltd     1,050,517    
  4,636,000     Itochu Corp     48,818,736    
  786,200     JFE Holdings Inc     35,031,326    
  868,400     JSR Corp     19,059,336    
  3,740     Jupiter Telecommunications Co Ltd *      3,104,597    
  821,000     Kao Corp     25,276,802    
  8,018     KDDI Corp     48,713,560    
  907,100     Komatsu Ltd     23,044,421    

 

See accompanying notes to the financial statements.


8



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — continued        
  904,000     Kubota Corp     6,132,415    
  351,600     Kyushu Electric Power Co Inc     8,858,847    
  346,200     Lawson Inc     13,232,995    
  2,519,000     Marubeni Corp     19,071,609    
  3,636,000     Matsushita Electric Industrial Co Ltd     76,579,249    
  231,700     Miraca Holdings Inc     4,970,019    
  1,797,500     Mitsubishi Corp     54,842,592    
  8,727,000     Mitsubishi Electric Corp     79,934,565    
  1,436,000     Mitsui OSK Lines Ltd     18,650,600    
  201,000     Murata Manufacturing Co Ltd     10,905,845    
  658,000     NGK Spark Plug Co Ltd (b)      10,285,849    
  285,000     Nihon Kohden Corp     5,748,781    
  68,900     Nintendo Co Ltd     34,305,014    
  1,688     Nippon Commercial Investment Corp (REIT)     7,633,380    
  1,647,000     Nippon Express Co Ltd     8,785,885    
  132,500     Nippon Mining Holdings Inc     784,778    
  4,363,000     Nippon Steel Corp     22,954,617    
  279,300     Nitto Denko Corp     13,598,594    
  940,600     Nomura Holdings Inc     14,770,853    
  369     Nomura Real Estate Office Fund (REIT)     3,096,774    
  23,019     NTT Docomo Inc     33,724,447    
  56,720     ORIX Corp     8,480,149    
  777     Orix JREIT Inc     4,421,172    
  505,100     Seven & I Holdings Co Ltd     12,559,447    
  487     Seven Bank Ltd *      815,651    
  434,000     Shionogi and Co Ltd     7,440,131    
  615,000     Shiseido Co Ltd     14,015,179    
  918,800     Sony Corp     43,407,066    
  1,600     Sony Financial Holdings Inc *      6,391,376    
  3,913,000     Sumitomo Chemical Co Ltd     27,087,071    
  3,375,900     Sumitomo Electric Industries Ltd     49,956,620    
  1,709,000     Sumitomo Heavy Industries Ltd     13,630,041    
  7,707     Sumitomo Mitsui Financial Group Inc     55,667,401    
  998,000     Sumitomo Realty & Development Co Ltd     17,031,920    

 

See accompanying notes to the financial statements.


9



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — continued        
  354,400     Takeda Pharmaceutical Co Ltd     19,775,176    
  5,544,000     Tokyo Gas Co Ltd     24,869,144    
  1,941,000     Tokyo Tatemono Co Ltd     13,152,828    
  1,375,000     Tokyu Land Corp     9,267,599    
  3,363,000     Toshiba Corp     25,224,973    
  2,407,900     Toyota Motor Corp     130,863,707    
  110,300     Uni-Charm Corp     8,060,965    
  3,143     West Japan Railway Co     14,379,166    
    Total Japan     1,586,946,587    
        Malaysia — 0.1%        
  3,805,500     IJM Corp Berhad     8,544,595    
        Mexico — 0.1%        
  870,600     Megacable Holdings SAB de CV *      2,450,849    
  1,948,900     Urbi Desarrollos Urbanos SAB de CV *      6,823,880    
    Total Mexico     9,274,729    
        Netherlands — 5.1%        
  3,024,985     Aegon NV     45,176,629    
  447,702     Akzo Nobel NV     32,829,029    
  276,782     Fortis NV     6,101,717    
  133,232     Fugro NV     10,051,435    
  139,274     Hal Trust (Participating Units)     15,728,934    
  2,290,722     ING Groep NV     76,124,578    
  302,570     Koninklijke Ahold NV *      3,976,196    
  2,812,000     Koninklijke KPN NV     53,085,058    
  148,310     Koninklijke Vopak NV     7,722,857    
  392,897     Koninklijke Wessanen NV     5,257,643    
  2,151,732     Philips Electronics NV     83,949,035    
  92,391     Philips Electronics NV ADR     3,595,858    
  1,372,695     Reed Elsevier NV     25,502,006    
  133,440     Royal Dutch Shell Group Class A (Amsterdam)     4,771,757    
  644,307     TNT NV     25,374,408    

 

See accompanying notes to the financial statements.


10



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Netherlands — continued        
  682,160     Unilever NV     21,093,222    
  78,987     Wereldhave NV     9,547,790    
    Total Netherlands     429,888,152    
        New Zealand — 0.0%        
  389,777     Air New Zealand     517,333    
  1,191,683     Telecom Corp of New Zealand     3,656,504    
    Total New Zealand     4,173,837    
        Norway — 1.8%        
  4,689,420     Prosafe ASA     80,323,317    
  1,292,300     StatoilHydro ASA     39,378,069    
  1,504,700     Telenor ASA *      30,811,226    
    Total Norway     150,512,612    
        Philippines — 0.2%        
  38,000,000     Alliance Global Group Inc *      4,021,811    
  5,195,800     First Gen Corp     5,130,623    
  55,280,000     Vista Land & Lifescapes Inc *      5,793,847    
    Total Philippines     14,946,281    
        Singapore — 1.3%        
  2,997,380     DBS Group Holdings Ltd     36,492,011    
  2,224,000     Keppel Corp Ltd     16,758,204    
  9,244,000     People's Food Holdings Ltd     7,062,392    
  1,357,600     Singapore Airlines Ltd     14,725,809    
  4,930,000     Singapore Technologies Engineering Ltd     11,920,499    
  8,496,710     Singapore Telecommunications     22,989,664    
    Total Singapore     109,948,579    
        South Korea — 0.6%        
  99,300     Hana Financial Group Inc     4,406,238    
  19,865     Hansol Paper Co *      233,692    
  77,400     Kookmin Bank     4,770,130    

 

See accompanying notes to the financial statements.


11



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        South Korea — continued        
  143,100     KT Corp ADR *      3,475,899    
  8,401     Lotte Shopping Co Ltd     2,843,352    
  85,500     Samsung Card Co Ltd     4,536,420    
  55,200     Samsung Electronics Co Ltd     32,356,708    
  37,000     Shinhan Financial Group Co Ltd     1,993,146    
    Total South Korea     54,615,585    
        Spain — 2.9%        
  120,040     ACS Actividades de Construccion y Servicios SA     6,130,912    
  1,830,692     Banco Bilbao Vizcaya Argentaria SA     37,745,199    
  196,315     Banco Popular Espanol SA     3,074,446    
  2,206,032     Banco Santander Central Hispano SA     39,420,769    
  27,700     Cia de Distribucion Integral Logista SA     2,207,080    
  156,600     Gas Natural SDG SA     9,488,960    
  39,200     Grupo Ferrovial SA     2,565,349    
  2,041,772     Iberdrola SA     29,488,840    
  132,100     Inditex SA     6,810,236    
  635,000     Mapfre SA     2,863,155    
  94,750     Red Electrica de Espana     5,911,414    
  645,329     Repsol YPF SA     22,261,669    
  2,410,161     Telefonica SA     69,741,735    
  138,668     Union Fenosa SA     9,136,728    
    Total Spain     246,846,492    
        Sweden — 0.6%        
  586,740     Autoliv Inc SDR (b)      29,286,529    
  1,428,100     Svenska Cellulosa AB Class B     23,441,860    
    Total Sweden     52,728,389    
        Switzerland — 3.0%        
  43,170     Baloise Holding Ltd     3,893,444    
  1,620     Bank Sarasin & Cie AG Class B (Registered)     7,265,190    
  2,822     Banque Cantonale Vaudoise     1,457,699    
  2,666     Belimo Holding AG (Registered)     2,963,808    

 

See accompanying notes to the financial statements.


12



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Switzerland — continued        
  20,560     Bobst Group AG (Registered)     1,468,469    
  332,950     Credit Suisse Group     16,369,831    
  9,335     Energiedienst Holding AG (Registered) *      6,086,942    
  6,697     Forbo Holdings AG (Registered) * (b)      3,355,522    
  32,820     Geberit AG (Registered)     4,828,546    
  131,305     Holcim Ltd     13,389,719    
  880     Jelmoli Holding AG (Bearer)     2,249,951    
  4,836     Jelmoli Holding AG (Registered)     2,424,461    
  120,510     Nestle SA (Registered)     57,518,018    
  345,884     Novartis AG (Registered)     17,084,176    
  585     SGS SA (Registered)     785,732    
  75,300     Swatch Group AG     22,102,431    
  19,900     Swiss Life Holding *      4,988,199    
  504     Swiss National Insurance Co (Registered)     393,666    
  365,441     Swiss Reinsurance Co (Registered)     29,291,378    
  14,100     Swisscom AG (Registered)     5,362,754    
  479,980     UBS AG (Registered)     15,661,084    
  18,941     Valora Holding AG     4,406,142    
  90,104     Zurich Financial Services AG     28,167,515    
    Total Switzerland     251,514,677    
        Taiwan — 1.0%        
  5,119,608     Asustek Computer Inc     14,133,944    
  5,998,320     Chinatrust Financial Holding Co Ltd *      5,362,554    
  491,290     Chungwa Telecom Co Ltd ADR     12,056,257    
  5,298,900     E.Sun Financial Holdings Co Ltd *      3,046,383    
  2,780,000     Far Eastone Telecommunications Co Ltd     3,881,964    
  812,000     Hon Hai Precision Industry Co Ltd     4,844,489    
  937,000     MediaTek Inc     10,508,936    
  1,483,000     Novatek Microelectronics Corp Ltd     5,218,404    
  2,116,800     Qisda Corp *      1,972,688    
  3,550,000     Sinopac Holdings Co     1,535,864    
  646,070     Standard Foods Corp     353,603    

 

See accompanying notes to the financial statements.


13



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Taiwan — continued        
  617,456     Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR     6,014,021    
  22,103,890     United Microelectronics Corp     13,120,051    
    Total Taiwan     82,049,158    
        Thailand — 0.1%        
  62,918,000     Charoen Pokphand Foods Pcl (Foreign Registered) (a)      9,177,932    
        United Kingdom — 21.7%        
  629,273     Anglo American Plc     39,942,054    
  450,945     Associated British Foods Plc     7,556,033    
  787,600     AstraZeneca Plc     29,438,443    
  3,380,175     Aviva Plc     40,742,755    
  7,010,910     BAE Systems Plc     66,736,593    
  5,615,204     Barclays Plc     52,627,482    
  900,036     BBA Aviation Plc     3,274,770    
  2,948,946     BG Group Plc     69,509,557    
  867,147     BHP Billiton Plc     27,740,131    
  398,363     Biffa Plc     2,734,152    
  15,174,540     BP Plc     163,653,072    
  540,000     British Energy Group Plc     6,015,706    
  798,876     British Sky Broadcasting Plc     8,963,926    
  8,142,101     BT Group Plc     36,643,278    
  442,365     Bunzl Plc     6,079,437    
  798,000     Cadbury Schweppes Plc     8,882,742    
  1,014,249     Cattle's Plc     4,670,605    
  2,861,457     Centrica Plc     18,269,799    
  3,104,700     Cobham Plc     11,169,326    
  2,652,700     Compass Group Plc     17,098,224    
  2,099,810     Diageo Plc     42,909,244    
  1,764,352     DSG International Plc     2,205,534    
  108,534     Experian Group     912,382    
  126,317     Fiberweb Plc     167,165    
  831,981     Filtrona Plc     3,115,763    
  632,398     FKI Plc     909,406    

 

See accompanying notes to the financial statements.


14



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued        
  3,661,899     GlaxoSmithKline Plc     79,933,905    
  1,216,971     Group 4 Securicor Plc     5,248,423    
  1,132,961     Hays Plc     2,435,853    
  3,187,596     HBOS Plc     37,878,064    
  6,531,927     HSBC Holdings Plc     98,744,954    
  1,015,670     ICAP Plc     12,646,566    
  977,318     Imperial Tobacco Group Plc     45,242,302    
  121,632     InterContinental Hotels Group Plc     1,851,240    
  1,685,800     International Power Plc     12,665,141    
  1,519,000     ITV Plc     2,007,792    
  667,091     J Sainsbury Plc     4,676,914    
  350,270     Johnson Matthey Plc     13,466,077    
  403,803     Kesa Electricals Plc     1,705,933    
  920,418     Kingfisher Plc     2,375,946    
  973,158     Ladbrokes Plc     5,843,683    
  845,000     Lamprell Plc     7,100,397    
  129,400     Land Securities Group Plc     4,034,383    
  9,781,744     Legal & General Group Plc     24,066,664    
  3,394,020     Lloyds TSB Group Plc     30,336,929    
  49,738     Lonmin Plc     3,245,086    
  1,240,500     Misys Plc     3,653,281    
  333,472     Mitchells & Butler (Ordinary Shares)     2,934,106    
  66,744     Mondi Ltd     546,211    
  68,761     Mondi Plc     530,417    
  2,385,467     National Grid Plc     34,589,036    
  245,132     Next Plc     6,217,016    
  1,374,200     Northern Foods Plc     2,452,082    
  4,403,034     Old Mutual Plc     10,875,942    
  1,253,300     Pearson Plc     16,481,516    
  2,553,417     Prudential Plc     30,636,929    
  836,403     Reed Elsevier Plc     10,526,947    
  2,905,011     Rentokil Initial Plc     4,785,321    
  962,886     Resolution Plc     13,184,186    
  621,169     Reuters Group Plc     7,336,026    

 

See accompanying notes to the financial statements.


15



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued        
  605,836     Rexam Plc     5,274,084    
  301,028     Rio Tinto Plc     33,867,928    
  549,700     Rolls-Royce Group Plc *      4,712,430    
  1,526,308     Royal & Sun Alliance Insurance Group     3,979,100    
  9,738,014     Royal Bank of Scotland Group     73,624,513    
  1,897,000     Royal Dutch Shell Plc A Shares (London)     67,829,831    
  2,055,597     Royal Dutch Shell Plc B Shares (London)     72,114,380    
  575,400     SABMiller Breweries Plc     11,954,281    
  1,384,000     Sage Group Plc     5,395,376    
  297,700     Schroders Plc     5,620,799    
  820,521     Scottish & Newcastle Plc     12,834,311    
  974,960     Scottish & Southern Energy Plc     28,508,448    
  563,626     Segro Plc     5,762,718    
  608,552     Serco Group Plc     5,231,100    
  535,575     Severn Trent (Ordinary Shares)     15,033,304    
  825,100     Shire Plc     16,106,431    
  607,432     Smith (David S.) Holdings Plc     1,902,108    
  290,270     Standard Chartered Plc     9,563,260    
  2,543,200     Standard Life Assurance Plc     10,993,309    
  2,543,277     Tesco Plc     20,097,736    
  684,305     Tomkins Plc     2,294,303    
  241,664     Travis Perkins Plc     5,166,215    
  320,847     Trinity Mirror Plc     1,802,897    
  637,539     Unilever Plc     20,086,474    
  499,112     United Utilities Plc     6,834,420    
  40,585,483     Vodafone Group Inc     130,661,651    
  68,539     WH Smith Plc     506,914    
  235,071     Whitbread Plc     5,882,023    
  321,300     William Hill Plc     2,389,742    
  1,239,836     William Morrison Supermarkets Plc     7,267,914    
  728,321     Wolseley Plc     8,912,500    
  2,266,250     Wood Group (John) Plc     18,518,312    
  789,400     WPP Group Plc     9,317,976    

 

See accompanying notes to the financial statements.


16



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued        
  54,500     Xstrata Plc     4,251,566    
  248,700     Yell Group Plc     1,072,814    
    Total United Kingdom     1,847,594,015    
    TOTAL COMMON STOCKS (COST $6,413,298,274)     8,080,362,170    
        PREFERRED STOCKS — 0.6%        
        Brazil — 0.1%        
  1,257,200     Randon Participacoes SA 0.46%     11,894,743    
        France — 0.0%        
  24,058     Casino Guichard-Perrachon SA 4.06% (b)      1,959,490    
        Germany — 0.4%        
  381,370     Henkel KGaA 1.81%     16,953,195    
  2,830     Porsche AG (Non Voting) 0.06%     4,906,879    
  54,806     Volkswagen AG 2.02%     7,636,563    
    Total Germany     29,496,637    
        Italy — 0.1%        
  199,733     Fiat SPA 3.57%     3,372,798    
  92,571     IFI Istituto Finanziario Industries *      2,615,556    
    Total Italy     5,988,354    
    TOTAL PREFERRED STOCKS (COST $30,583,867)     49,339,224    
        RIGHTS AND WARRANTS — 0.0%        
        France — 0.0%        
  2     Societe Generale Rights, Expires 02/29/08 * (b) (d)      18    
    TOTAL RIGHTS AND WARRANTS (COST $22)     18    

 

See accompanying notes to the financial statements.


17



GMO Foreign Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
    SHORT-TERM INVESTMENTS — 3.3%        
  191,307,524     Bank of New York Mellon Institutional Cash Reserves Fund (e)      191,307,524    
  94,700,000     Barclays Plc Time Deposit, 3.12%, due 03/03/08     94,700,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $286,007,524)     286,007,524    
    TOTAL INVESTMENTS — 98.9%
(Cost $6,729,889,687)
    8,415,708,936    
    Other Assets and Liabilities (net) — 1.1%     90,086,169    
    TOTAL NET ASSETS — 100.0%   $ 8,505,795,105    

 

Notes to Schedule of Investments:

ADR - American Depositary Receipt

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

REIT - Real Estate Investment Trust

SDR - Swedish Depository Receipt

*  Non-income producing security.

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

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

(c)  Bankrupt issuer.

(d)  As of February 29, 2008, the Fund elected to sell these rights but the sale did not occur until after the Fund's year end.

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

As of February 29, 2008, 93.33% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


18




GMO Foreign Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $173,252,546
(cost $6,729,889,687) (Note 2)
  $ 8,415,708,936    
Cash     81,583    
Foreign currency, at value (cost $316,741,913) (Note 2)     324,026,921    
Receivable for investments sold     65,654,276    
Receivable for Fund shares sold     20,045,703    
Dividends and interest receivable     12,591,170    
Foreign taxes receivable     1,357,398    
Receivable for expenses reimbursed by Manager (Note 3)     484,271    
Total assets     8,839,950,258    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     191,307,524    
Payable for investments purchased     131,733,331    
Payable for Fund shares repurchased     4,674,997    
Payable to affiliate for (Note 3):  
Management fee     4,013,995    
Shareholder service fee     875,256    
Administration fee – Class M     1,188    
Trustees and Chief Compliance Officer of GMO Trust fees     10,707    
Payable for 12b-1 fee – Class M     3,160    
Accrued expenses     1,534,995    
Total liabilities     334,155,153    
Net assets   $ 8,505,795,105    

 

See accompanying notes to the financial statements.


19



GMO Foreign Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 6,518,992,037    
Distributions in excess of net investment income     (21,928,667 )  
Accumulated net realized gain     315,136,035    
Net unrealized appreciation     1,693,595,700    
    $ 8,505,795,105    
Net assets attributable to:  
Class II shares   $ 848,359,455    
Class III shares   $ 4,078,545,211    
Class IV shares   $ 3,571,515,655    
Class M shares   $ 7,374,784    
Shares outstanding:  
Class II     51,367,985    
Class III     245,876,088    
Class IV     215,278,963    
Class M     444,839    
Net asset value per share:  
Class II   $ 16.52    
Class III   $ 16.59    
Class IV   $ 16.59    
Class M   $ 16.58    

 

See accompanying notes to the financial statements.


20



GMO Foreign Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $21,696,191)   $ 245,461,129    
Interest     13,850,994    
Securities lending income     8,062,994    
Total investment income     267,375,117    
Expenses:  
Management fee (Note 3)     56,099,105    
Shareholder service fee – Class II (Note 3)     2,109,647    
Shareholder service fee – Class III (Note 3)     6,903,074    
Shareholder service fee – Class IV (Note 3)     3,402,058    
12b-1 fee – Class M (Note 3)     22,016    
Administration fee – Class M (Note 3)     17,613    
Custodian and fund accounting agent fees     3,923,858    
Transfer agent fees     71,795    
Audit and tax fees     102,005    
Legal fees     200,883    
Trustees fees and related expenses (Note 3)     95,783    
Registration fees     49,675    
Miscellaneous     120,826    
Total expenses     73,118,338    
Fees and expenses reimbursed by Manager (Note 3)     (4,412,622 )  
Expense reductions (Note 2)     (66,219 )  
Net expenses     68,639,497    
Net investment income (loss)     198,735,620    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     917,311,384    
Foreign currency, forward contracts and foreign currency related transactions
(net of CPMF tax of $2,276) (Note 2)
    18,899,322    
Net realized gain (loss)     936,210,706    
Change in net unrealized appreciation (depreciation) on:  
Investments     (1,182,696,725 )  
Foreign currency, forward contracts and foreign currency related transactions     6,685,432    
Net unrealized gain (loss)     (1,176,011,293 )  
Net realized and unrealized gain (loss)     (239,800,587 )  
Net increase (decrease) in net assets resulting from operations   $ (41,064,967 )  

 

See accompanying notes to the financial statements.


21



GMO Foreign Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 198,735,620     $ 169,595,532    
Net realized gain (loss)     936,210,706       611,671,466    
Change in net unrealized appreciation (depreciation)     (1,176,011,293 )     819,452,831    
Net increase (decrease) in net assets from operations     (41,064,967 )     1,600,719,829    
Distributions to shareholders from:  
Net investment income  
Class II     (21,412,395 )     (25,692,710 )  
Class III     (104,621,491 )     (104,807,051 )  
Class IV     (96,288,052 )     (72,605,045 )  
Class M     (177,321 )     (156,746 )  
Total distributions from net investment income     (222,499,259 )     (203,261,552 )  
Net realized gains  
Class II     (81,212,536 )     (71,672,115 )  
Class III     (384,092,710 )     (265,348,849 )  
Class IV     (323,497,643 )     (179,509,192 )  
Class M     (736,740 )     (450,682 )  
Total distributions from net realized gains     (789,539,629 )     (516,980,838 )  
      (1,012,038,888 )     (720,242,390 )  
Net share transactions (Note 7):  
Class II     (67,333,012 )     (335,623,499 )  
Class III     (1,411,331 )     277,446,603    
Class IV     620,525,429       1,156,698,945    
Class M     72,341       1,562,326    
Increase (decrease) in net assets resulting from net share
transactions
    551,853,427       1,100,084,375    
Total increase (decrease) in net assets     (501,250,428 )     1,980,561,814    
Net assets:  
Beginning of period     9,007,045,533       7,026,483,719    
End of period (including distributions in excess of net investment
income of $21,928,667 and $44,311,300, respectively)
  $ 8,505,795,105     $ 9,007,045,533    

 

See accompanying notes to the financial statements.


22




GMO Foreign Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 18.56     $ 16.70     $ 15.13     $ 13.29     $ 8.88    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.40       0.38       0.28       0.26       0.17    
Net realized and unrealized gain (loss)     (0.36 )     3.06       2.46       2.28       4.46    
Total from investment operations     0.04       3.44       2.74       2.54       4.63    
Less distributions to shareholders:  
From net investment income     (0.44 )     (0.43 )     (0.33 )     (0.34 )     (0.22 )  
From net realized gains     (1.64 )     (1.15 )     (0.84 )     (0.36 )        
Total distributions     (2.08 )     (1.58 )     (1.17 )     (0.70 )     (0.22 )  
Net asset value, end of period   $ 16.52     $ 18.56     $ 16.70     $ 15.13     $ 13.29    
Total Return(b)      (0.78 )%     21.21 %     19.01 %     19.40 %     52.49 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 848,359     $ 1,018,021     $ 1,213,447     $ 808,149     $ 781,448    
Net expenses to average daily net assets     0.82 %(c)      0.82 %     0.82 %     0.82 %     0.82 %  
Net investment income to average daily
net assets
    2.10 %     2.17 %     1.82 %     1.92 %     1.47 %  
Portfolio turnover rate     29 %     23 %     25 %     23 %     25 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.05 %     0.05 %     0.06 %     0.08 %  

 

(a)  Calculated using average shares outstanding throughout the period.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

See accompanying notes to the financial statements.


23



GMO Foreign Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of
period
  $ 18.64     $ 16.76     $ 15.18     $ 13.34     $ 8.90    
Income (loss) from investment
operations:
 
Net investment income (loss)(a)      0.41       0.38       0.30       0.26       0.19    
Net realized and unrealized gain
(loss)
    (0.36 )     3.09       2.45       2.30       4.47    
Total from investment
operations
    0.05       3.47       2.75       2.56       4.66    
Less distributions to shareholders:  
From net investment income     (0.46 )     (0.44 )     (0.33 )     (0.36 )     (0.22 )  
From net realized gains     (1.64 )     (1.15 )     (0.84 )     (0.36 )        
Total distributions     (2.10 )     (1.59 )     (1.17 )     (0.72 )     (0.22 )  
Net asset value, end of period   $ 16.59     $ 18.64     $ 16.76     $ 15.18     $ 13.34    
Total Return(b)      (0.75 )%     21.36 %     19.07 %     19.41 %     52.76 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 4,078,545     $ 4,556,742     $ 3,800,326     $ 3,663,370     $ 2,260,046    
Net expenses to average daily net
assets
    0.75 %(c)      0.75 %     0.75 %     0.75 %     0.75 %  
Net investment income to average
daily net assets
    2.16 %     2.11 %     1.97 %     1.87 %     1.67 %  
Portfolio turnover rate     29 %     23 %     25 %     23 %     25 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.05 %     0.05 %     0.06 %     0.08 %  

 

(a)  Calculated using average shares outstanding throughout the period.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

See accompanying notes to the financial statements.


24



GMO Foreign Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 18.64     $ 16.77     $ 15.18     $ 13.34     $ 8.90    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.40       0.36       0.31       0.28       0.19    
Net realized and unrealized gain (loss)     (0.34 )     3.11       2.47       2.28       4.48    
Total from investment operations     0.06       3.47       2.78       2.56       4.67    
Less distributions to shareholders:  
From net investment income     (0.47 )     (0.45 )     (0.35 )     (0.36 )     (0.23 )  
From net realized gains     (1.64 )     (1.15 )     (0.84 )     (0.36 )        
Total distributions     (2.11 )     (1.60 )     (1.19 )     (0.72 )     (0.23 )  
Net asset value, end of period   $ 16.59     $ 18.64     $ 16.77     $ 15.18     $ 13.34    
Total Return(b)      (0.68 )%     21.36 %     19.22 %     19.47 %     52.84 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,571,516     $ 3,424,024     $ 2,007,037     $ 1,169,805     $ 923,221    
Net expenses to average daily net assets     0.69 %(c)      0.69 %     0.69 %     0.69 %     0.70 %  
Net investment income to average daily
net assets
    2.08 %     2.04 %     1.98 %     2.00 %     1.65 %  
Portfolio turnover rate     29 %     23 %     25 %     23 %     25 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.05 %     0.05 %     0.06 %     0.09 %  

 

(a)  Calculated using average shares outstanding throughout the period.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

See accompanying notes to the financial statements.


25



GMO Foreign Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 18.63     $ 16.75     $ 15.19     $ 13.25     $ 8.86    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.35       0.30       0.24       0.30       0.14    
Net realized and unrealized gain (loss)     (0.36 )     3.12       2.46       2.21       4.45    
Total from investment operations     (0.01 )     3.42       2.70       2.51       4.59    
Less distributions to shareholders:  
From net investment income     (0.40 )     (0.39 )     (0.30 )     (0.21 )     (0.20 )  
From net realized gains     (1.64 )     (1.15 )     (0.84 )     (0.36 )        
Total distributions     (2.04 )     (1.54 )     (1.14 )     (0.57 )     (0.20 )  
Net asset value, end of period   $ 16.58     $ 18.63     $ 16.75     $ 15.19     $ 13.25    
Total Return(b)      (1.05 )%     21.04 %     18.66 %     19.18 %     52.10 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 7,375     $ 8,258     $ 5,673     $ 3,508     $ 12,878    
Net expenses to average daily net assets     1.05 %(c)      1.05 %     1.05 %     1.05 %     1.05 %  
Net investment income to average daily
net assets
    1.81 %     1.69 %     1.56 %     2.24 %     1.23 %  
Portfolio turnover rate     29 %     23 %     25 %     23 %     25 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.05 %     0.05 %     0.06 %     0.08 %  

 

(a)  Calculated using average shares outstanding throughout the period.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

See accompanying notes to the financial statements.


26




GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of its benchmark, the MSCI EAFE Index (Europe, Australasia, and Far East). The Fund typically makes equity investments in non-U.S. companies, including the companies that issue stocks included in the MSCI international developed country universe (the universe of securities from which the MSCI EAFE Index is constructed) and companies in emerging countries. The Fund generally seeks to be fully invested and normally does not take temporary defensive positions, but may hold up to 10% of its total assets in cash and other high quality investments in order to manage cash inflows and outflows as a result of shareholder purchases and redemptions. The Fund may make investments in emerging countries, but these investments generally will represent 10% or less of the Fund's total assets.

Throughout the year ended February 29, 2008, the Fund had four classes of shares outstanding: Class II, Class III, Class IV, and Class M. Class M shares bear an administration fee and a 12b-1 fee while classes II, III, and IV bear a shareholder service fee (See Note 3). The principal economic difference among the classes of shares is the type and level of fees borne by the classes.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

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


27



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

are readily available are generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. There were no forward currency contracts outstanding at the end of the period.


28



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Futures contracts

The Fund may purchase and sell futures contracts. Upon entering into a futures contract, the Fund is required to deposit with the futures clearing broker an amount of cash, U.S. government and agency obligations, or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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


29



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no purchased option contracts outstanding at the end of the period.

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.

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 29, 2008, the Fund had loaned securities valued by the Fund at $173,252,546, collateralized by cash in the amount of $191,307,524, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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


30



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. The CPMF tax has been included in the net realized gain (loss) on investments throughout the period. For the year ended February 29, 2008, the Fund incurred $2,276 in CPMF tax which is included in the net realized gain (loss) on foreign currency, forward contracts and foreign currency related transactions in the Statement of Operations.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to passive foreign investment company transactions, foreign currency transactions, differing treatment on security sales, and redemption in-kind transactions.

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 29, 2008. The financial highlights exclude these adjustments.


31



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 46,146,272     $ (96,668,712 )   $ 50,522,440    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 294,640,270     $ 277,124,342    
Long-term capital gains     717,398,618       443,118,048    
Total distributions   $ 1,012,038,888     $ 720,242,390    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 4,508,772    
Undistributed long–term capital gain   $ 317,006,530    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 6,756,604,509     $ 1,932,154,787     $ (273,050,360 )   $ 1,659,104,427    

 

For the period ended February 29, 2008, the Fund had net realized gains attributed to redemption in-kind transactions of $54,590,446.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in


32



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.


33



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.60% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.22% for Class II shares, 0.15% for Class III shares, and 0.09% for Class IV shares.

Class M shares of the Fund pay GMO an administration fee monthly at the annual rate of 0.20% of average daily Class M net assets for support services provided to Class M shareholders.

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 Class M net assets. This fee may be spent on personal services rendered to Class M shareholders of the Fund and/or maintenance of Class M shareholder accounts.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.60% of the 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 29, 2008 was $82,627 and $37,494, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration is paid by the Fund to any other officer of the Trust.


34



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 29, 2008 aggregated $2,631,811,703 and $2,994,835,477, 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 29, 2008, there were no shareholders individually holding in excess of 10% of the Fund's outstanding shares.

As of February 29, 2008, 0.01% of the Fund's shares were held by fourteen related parties comprised of certain GMO employee accounts, and 0.55% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class II:   Shares   Amount   Shares   Amount  
Shares sold     16,492,099     $ 297,811,599       13,449,914     $ 231,622,632    
Shares issued to shareholders
in reinvestment of distributions
    4,944,763       92,077,263       5,052,204       89,348,934    
Shares repurchased     (24,912,687 )     (457,221,874 )     (36,326,663 )     (656,595,065 )  
Net increase (decrease)     (3,475,825 )   $ (67,333,012 )     (17,824,545 )   $ (335,623,499 )  

 


35



GMO Foreign Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     40,267,613     $ 743,943,093       66,421,037     $ 1,188,616,078    
Shares issued to shareholders
in reinvestment of distributions
    24,148,643       451,660,303       18,923,124       337,090,707    
Shares repurchased     (63,056,039 )     (1,197,014,727 )     (67,564,953 )     (1,248,260,182 )  
Net increase (decrease)     1,360,217     $ (1,411,331 )     17,779,208     $ 277,446,603    
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     35,986,533     $ 684,663,196       64,980,665     $ 1,177,635,350    
Shares issued to shareholders
in reinvestment of distributions
    20,380,015       379,339,109       12,035,673       214,006,988    
Shares repurchased     (24,769,071 )     (443,476,876 )     (13,038,899 )     (234,943,393 )  
Net increase (decrease)     31,597,477     $ 620,525,429       63,977,439     $ 1,156,698,945    
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class M:   Shares   Amount   Shares   Amount  
Shares sold     90,342     $ 1,706,341       765,485     $ 13,963,575    
Shares issued to shareholders
in reinvestment of distributions
    48,969       914,061       34,107       607,428    
Shares repurchased     (137,839 )     (2,548,061 )     (694,804 )     (13,008,677 )  
Net increase (decrease)     1,472     $ 72,341       104,788     $ 1,562,326    

 


36




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Foreign Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Foreign Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


37



GMO Foreign Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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 (12b-1) and/or administration 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, 2007 through February 29, 2008.

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 $35,000,000 account value divided by $1,000 = 35,000), 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.


38



GMO Foreign Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 29, 2008 (Unaudited)

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class II      
1) Actual     0.82 %   $ 1,000.00     $ 938.40     $ 3.95    
2) Hypothetical     0.82 %   $ 1,000.00     $ 1,020.79     $ 4.12    
Class III      
1) Actual     0.75 %   $ 1,000.00     $ 938.60     $ 3.62    
2) Hypothetical     0.75 %   $ 1,000.00     $ 1,021.13     $ 3.77    
Class IV      
1) Actual     0.69 %   $ 1,000.00     $ 938.80     $ 3.33    
2) Hypothetical     0.69 %   $ 1,000.00     $ 1,021.43     $ 3.47    
Class M      
1) Actual     1.05 %   $ 1,000.00     $ 937.10     $ 5.06    
2) Hypothetical     1.05 %   $ 1,000.00     $ 1,019.64     $ 5.27    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 29, 2008 multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


39



GMO Foreign Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $717,398,618 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $21,682,149 and recognized foreign source income of $267,157,320.

For taxable, non-corporate shareholders, 63.08% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $6,957,062 and $72,141,011, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


40



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


41



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


42



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  
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).  

 

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


43



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


44




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Portfolio Managers

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

Management Discussion and Analysis of Fund Performance

The GMO Tax-Managed International Equities Fund returned +2.3% for the fiscal year ended February 29, 2008, as compared to +0.8% for the MSCI EAFE Index. On an after-tax basis, the Fund returned -0.3% compared to the benchmark's -0.7% for the same period. The Fund was invested substantially in international equity securities throughout the period.

Country selection was a positive factor for the period, due primarily to the portfolio's 6% weight in emerging markets equities, which significantly outpaced the developed markets. Overweight exposure to Canada added value, while an underweight exposure to Australia worked against the portfolio.

Sector selection was also a positive factor for the fiscal year. An overweight in Energy stocks, which outperformed for the 12-month period, and underweight exposure to Financial stocks, which stumbled, were the primary factors. An underweight in Consumer Staples, which also posted strong returns for the period, was the primary negative influence.

Stock selection was also a positive for the year, as both the intrinsic value and momentum strategies outpaced the market, while the quality-adjusted value strategy posted results similar to the benchmark's.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.

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



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     95.7 %  
Preferred Stocks     1.9    
Short-Term Investments     0.4    
Rights and Warrants     0.0    
Other     2.0    
      100.0 %  
Country Summary   % of Equity Investments  
United Kingdom     19.5 %  
Japan     19.1    
Germany     12.0    
France     12.0    
Australia     4.6    
Switzerland     4.1    
Italy     3.8    
Netherlands     3.5    
Finland     3.1    
Canada     2.3    
Singapore     1.8    
Hong Kong     1.6    
Belgium     1.4    
Brazil     1.4    
Sweden     1.2    
South Korea     1.2    
Taiwan     1.0    
Austria     1.0    
Spain     1.0    
Norway     0.9    
China     0.6    
Russia     0.5    
Thailand     0.4    
Ireland     0.4    
India     0.4    
Malaysia     0.3    
Greece     0.2    
Turkey     0.2    
Philippines     0.1    
South Africa     0.1    
Indonesia     0.1    
Israel     0.1    
Poland     0.1    
Hungary     0.0    
      100.0 %  

 


1



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     20.4 %  
Energy     14.0    
Materials     11.7    
Industrials     10.8    
Health Care     10.6    
Consumer Discretionary     10.5    
Telecommunication Services     7.2    
Information Technology     5.9    
Consumer Staples     5.4    
Utilities     3.5    
      100.0 %  

 


2




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 95.7%  
        Australia — 4.5%  
    208,107     Australia and New Zealand Banking Group Ltd     4,199,479    
    166,815     BHP Billiton Ltd     6,035,834    
    45,208     Commonwealth Bank of Australia     1,750,629    
    38,524     Macquarie Group Ltd     1,923,904    
    73,689     QBE Insurance Group Ltd     1,524,166    
    20,217     Rio Tinto Ltd     2,519,125    
    146,634     Santos Ltd     1,738,100    
    554,480     Stockland     3,588,357    
    352,754     Suncorp-Metway Ltd     4,525,195    
    1,144,504     Telstra Corp Ltd     5,144,981    
    213,322     Westpac Banking Corp     4,562,673    
    146,465     Woodside Petroleum Ltd     7,658,880    
    141,450     Woolworths Ltd     3,777,729    
    Total Australia     48,949,052    
        Austria — 0.9%  
    438     Lenzing AG     240,225    
    87,050     OMV AG     6,289,796    
    59,780     Voestalpine AG     3,757,593    
    Total Austria     10,287,614    
        Belgium — 1.4%  
    6,470     Colruyt SA     1,580,930    
    23,154     Delhaize Group     1,753,509    
    208,468     Dexia     4,901,097    
    227,419     Fortis     5,024,237    
    33,263     UCB SA     1,576,746    
    Total Belgium     14,836,519    
        Brazil — 0.3%  
    26,157     Banco do Brasil SA     437,265    
    15,984     Electrobras (Centro)     235,067    

 

See accompanying notes to the financial statements.


3



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Brazil — continued  
    5,800     Petroleo Brasileiro SA (Petrobras)     335,084    
    8,320     Petroleo Brasileiro SA (Petrobras) ADR     976,269    
    5,700     Unibanco-Uniao de Bancos Brasileiros SA GDR     773,034    
    Total Brazil     2,756,719    
        Canada — 2.3%  
    21,900     Canadian Imperial Bank of Commerce     1,486,107    
    64,264     Canadian Natural Resources     4,815,964    
    44,171     EnCana Corp     3,367,183    
    42,000     National Bank of Canada     2,073,010    
    43,200     Potash Corp of Saskatchewan Inc     6,868,109    
    62,100     Research In Motion Ltd *      6,469,000    
    Total Canada     25,079,373    
        China — 0.6%  
    1,004,000     Bank of China Ltd Class H     420,552    
    90,000     China Merchants Bank Co Ltd Class H     312,417    
    514,000     China Petroleum & Chemical Corp Class H     561,752    
    174,000     China Shipping Development Co Ltd Class H     538,176    
    6,300     China Telecom Corp Ltd ADR     462,483    
    138,300     China Telecom Corp Ltd Class H     101,854    
    586,000     CNOOC Ltd     973,200    
    300,000     Datang International Power Generation Co Ltd     201,267    
    790,000     Denway Motors Ltd     399,320    
    318,000     Huaneng Power International Inc Class H     259,834    
    1,036,000     Industrial and Commercial Bank of China Ltd Class H     718,728    
    148,000     Jiangxi Copper Co Ltd Class H     342,485    
    290,000     Maanshan Iron & Steel Co Ltd Class H     180,459    
    248,000     PetroChina Co Ltd Class H     363,017    
    64,000     Shanghai Industrial Holdings Ltd     260,985    
    198,000     Yanzhou Coal Mining Co Ltd Class H     323,012    
    Total China     6,419,541    

 

See accompanying notes to the financial statements.


4



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Finland — 3.1%  
    25,944     Fortum Oyj     1,083,230    
    660,497     Nokia Oyj     23,730,090    
    70,750     Rautaruukki Oyj     3,084,725    
    208,062     Sampo Oyj Class A     5,646,859    
    Total Finland     33,544,904    
        France — 11.7%  
    23,203     Alstom     4,876,330    
    177,472     Arcelor Mittal     13,475,174    
    145,451     BNP Paribas     13,003,306    
    4,173     Bongrain SA     459,944    
    18,695     Bouygues     1,276,872    
    33,710     Casino Guichard-Perrachon SA     3,812,843    
    5,024     Chargeurs International SA     105,540    
    36,812     Cie de Saint-Gobain     2,877,756    
    75,920     Credit Agricole SA     2,059,314    
    2,228     Esso SAF     516,524    
    101,435     France Telecom SA     3,405,074    
    24,321     Michelin SA Class B     2,395,382    
    4,045     NYSE Euronext     265,444    
    86,816     Peugeot SA     6,599,686    
    55,300     Renault SA     5,908,611    
    373,149     Sanofi-Aventis     27,580,432    
    22,762     Societe Generale     2,435,516    
    5,690     Societe Generale NV (New Shares) *      625,238    
    16,784     Suez SA Class B     1,068,303    
    16,784     Suez SA VVPR Strip *      255    
    693     Total Gabon     476,264    
    462,855     Total SA     34,854,849    
    Total France     128,078,657    
        Germany — 10.9%  
    41,494     Adidas AG     2,633,664    
    36,900     Allianz SE (Registered)     6,361,310    

 

See accompanying notes to the financial statements.


5



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Germany — continued  
    71,124     BASF AG     9,095,024    
    47,643     Bayer AG     3,666,578    
    86,717     Bayerische Motoren Werke AG     4,778,215    
    117,272     Daimler AG (Registered)     9,765,675    
    63,382     Deutsche Bank AG (Registered)     7,031,716    
    32,100     Deutsche Boerse AG     5,107,914    
    108,148     Deutsche Post AG (Registered)     3,583,187    
    32,559     E.ON AG     6,130,072    
    49,900     MAN AG     6,581,874    
    49,060     Muenchener Rueckversicherungs AG (Registered)     8,632,074    
    15,287     Q-Cells AG *      1,232,347    
    21,046     RWE AG     2,547,941    
    38,020     Salzgitter AG     6,664,220    
    69,800     Siemens AG (Registered)     8,901,185    
    29,661     Suedzucker AG     653,901    
    177,920     ThyssenKrupp AG     10,231,711    
    67,374     Volkswagen AG     15,340,704    
    Total Germany     118,939,312    
        Greece — 0.2%  
    38,391     National Bank of Greece SA     2,080,143    
        Hong Kong — 1.5%  
    529,500     BOC Hong Kong Holdings Ltd     1,297,596    
    52,000     Citic Pacific Ltd     281,186    
    914,400     CLP Holdings Ltd     7,147,980    
    99,000     Hang Lung Group Ltd     452,809    
    704,000     Hong Kong Electric Holdings Ltd     3,986,915    
    197,500     Hong Kong Exchanges and Clearing Ltd     3,751,921    
    Total Hong Kong     16,918,407    

 

See accompanying notes to the financial statements.


6



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Hungary — 0.0%  
    1,680     MOL Magyar Olaj es Gazipari Nyrt (New Shares)     228,861    
    7,420     OTP Bank Nyrt     299,823    
    Total Hungary     528,684    
        India — 0.4%  
    2,400     Bajaj Auto Ltd Sponsored GDR     133,200    
    1,250     HDFC Bank Ltd ADR     136,388    
    31,700     Hindalco Industries Ltd GDR 144A     153,111    
    9,600     ICICI Bank Ltd Sponsored ADR     497,664    
    11,830     Infosys Technologies Sponsored ADR     460,424    
    34,500     ITC Ltd GDR     170,882    
    8,100     Mahindra & Mahindra Ltd Sponsored GDR     136,561    
    11,200     Reliance Industries Ltd Sponsored GDR 144A     1,363,600    
    7,310     Satyam Computer Services Ltd ADR     182,604    
    6,600     State Bank of India Sponsored GDR     721,050    
    8,690     Tata Motors Ltd Sponsored ADR     152,249    
    Total India     4,107,733    
        Indonesia — 0.1%  
    378,000     Aneka Tambang Tbk PT     165,432    
    174,500     Astra International Tbk PT     523,588    
    547,500     Bumi Resources Tbk PT     451,725    
    Total Indonesia     1,140,745    
        Ireland — 0.4%  
    38,854     Bank of Ireland     546,566    
    100,699     CRH Plc     3,742,531    
    Total Ireland     4,289,097    
        Israel — 0.1%  
    62,820     Bank Hapoalim BM     268,412    
    5,910     Check Point Software Technologies Ltd *      129,547    
    4,530     Teva Pharmaceutical Industries Ltd Sponsored ADR     222,287    
    Total Israel     620,246    

 

See accompanying notes to the financial statements.


7



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Italy — 3.7%  
    482,848     Enel SPA     5,210,124    
    937,601     ENI SPA     32,376,518    
    158,878     Fiat SPA     3,358,092    
    Total Italy     40,944,734    
        Japan — 18.7%  
    276,000     Cosmo Oil Co Ltd     912,032    
    123,541     Daiichi Sankyo Co Ltd     3,833,910    
    26,600     Daikin Industries Ltd     1,196,933    
    63,700     Eisai Co Ltd     2,297,304    
    322,000     Fuji Heavy Industries Ltd     1,404,717    
    18,100     Fuji Photo Film Co Ltd     678,713    
    619,500     Honda Motor Co Ltd     18,910,442    
    88,000     Hoya Corp     2,232,818    
    426,000     Isuzu Motors Ltd     1,939,893    
    795,000     Itochu Corp     8,371,634    
    73,800     JFE Holdings Inc     3,288,364    
    58,000     Kamigumi Co Ltd     437,598    
    100,000     Kao Corp     3,078,782    
    308,000     Kawasaki Kisen Kaisha Ltd     3,124,357    
    183,300     Komatsu Ltd     4,656,645    
    36,000     Kyudenko Corp     181,342    
    74,300     Kyushu Electric Power Co Inc     1,872,049    
    899,000     Marubeni Corp     6,806,422    
    383,000     Mazda Motor Corp     1,560,578    
    421,200     Mitsubishi Corp     12,851,015    
    143,000     Mitsubishi Estate Co Ltd     3,484,979    
    326,000     Mitsui & Co     7,089,663    
    329,000     Mitsui OSK Lines Ltd     4,273,014    
    595,718     Mitsui Trust Holding Inc     4,106,543    
    47,000     Nagase & Co     478,988    
    93,000     NGK Insulators Ltd     2,111,836    
    102,000     Nikon Corp     2,857,024    
    27,500     Nintendo Co Ltd     13,692,132    

 

See accompanying notes to the financial statements.


8



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — continued  
    137     Nippon Building Fund Inc     1,685,509    
    26,000     Nippon Corp     170,973    
    563,000     Nippon Oil Corp     3,840,602    
    581,000     Nippon Steel Corp     3,056,757    
    1,201     Nippon Telegraph & Telephone Corp     5,237,241    
    411,000     Nippon Yusen KK     3,797,817    
    982,100     Nissan Motor Co     8,831,998    
    4,226     NTT Docomo Inc     6,191,386    
    21,000     Ono Pharmaceutical Co Ltd     1,060,212    
    3,349     Resona Holdings Inc     5,417,055    
    298,400     Ricoh Company Ltd     4,792,343    
    7,600     Ryosan Co     181,455    
    275,700     Seven & I Holdings Co Ltd     6,855,355    
    95,100     Shin-Etsu Chemical Co Ltd     5,132,203    
    963,100     Sojitz Corp     3,610,208    
    92,900     SUMCO Corp     2,054,354    
    200,800     Sumitomo Corp     2,887,745    
    63,000     Taisho Pharmaceutical Co Ltd     1,283,837    
    234,500     Takeda Pharmaceutical Co Ltd     13,084,872    
    72,590     Takefuji Corp     1,833,482    
    68,400     Tokyo Electric Power Co Inc     1,757,338    
    108,000     TonenGeneral Sekiyu KK     1,025,295    
    340,000     Toshiba Corp     2,550,250    
    Total Japan     204,068,014    
        Malaysia — 0.3%  
    219,600     Gamuda Berhad     266,998    
    178,800     Genting Berhad     378,225    
    201,200     IOI Corp Berhad     500,427    
    176,750     Malayan Banking Berhad     498,922    
    88,300     MISC Berhad     246,812    
    67,300     Public Bank Berhad     219,858    
    135,255     Sime Darby Berhad *      491,144    
    106,000     Telekom Malaysia Berhad     374,214    

 

See accompanying notes to the financial statements.


9



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Malaysia — continued  
    46,800     Tenaga Nasional Berhad     131,311    
    Total Malaysia     3,107,911    
        Netherlands — 3.4%  
    495,995     Aegon NV     7,407,436    
    12,283     Boskalis Westminster     678,187    
    2,671     Gamma Holdings NV     177,886    
    120,207     Heineken NV     6,779,733    
    493,931     ING Groep NV     16,414,165    
    139,540     Koninklijke Ahold NV *      1,833,752    
    45,860     Koninklijke DSM     2,018,136    
    107,689     Reed Elsevier NV     2,000,652    
    Total Netherlands     37,309,947    
        Norway — 0.9%  
    21,304     Frontline Ltd     971,684    
    62,351     Norsk Hydro ASA     880,842    
    228,300     Orkla ASA     2,837,999    
    172,824     StatoilHydro ASA     5,266,173    
    Total Norway     9,956,698    
        Philippines — 0.1%  
    12,000     Ayala Corp     126,391    
    613,100     Ayala Land Inc     174,230    
    3,400     Globe Telecom Inc     123,106    
    84,500     Manila Electric Co *      161,891    
    126,700     Metropolitan Bank & Trust Co     130,110    
    7,240     Philippine Long Distance Telephone Co     510,843    
    956,200     PNOC Energy Development Corp     148,973    
    Total Philippines     1,375,544    

 

See accompanying notes to the financial statements.


10



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Poland — 0.0%  
    3,270     KGHM Polska Miedz SA     151,318    
    17,440     Polski Koncern Naftowy Orlen SA *      295,848    
    12,680     Telekomunikacja Polska SA     118,124    
    Total Poland     565,290    
        Russia — 0.5%  
    24,000     JSC Mining & Smelting Co ADR     700,800    
    21,100     Lukoil Sponsored ADR     1,561,400    
    12,240     Mobile Telesystems Sponsored ADR     1,004,414    
    15,200     OAO Gazprom Sponsored GDR     772,160    
    4,300     OAO Tatneft Sponsored GDR (Registered Shares)     539,650    
    9,950     Surgutneftegaz Sponsored ADR     457,700    
    28,540     Tatneft     175,171    
    14,840     Vimpel-Communications Sponsored ADR     515,393    
    Total Russia     5,726,688    
        Singapore — 1.8%  
    340,000     Capitaland Ltd     1,502,128    
    161,500     Fraser & Neave Ltd     556,132    
    527,000     Oversea-Chinese Banking Corp     2,842,906    
    590,000     SembCorp Marine Ltd     1,511,016    
    275,000     Singapore Exchange Ltd     1,600,122    
    2,864,670     Singapore Telecommunications     7,750,977    
    268,000     United Overseas Bank Ltd     3,398,080    
    Total Singapore     19,161,361    
        South Africa — 0.1%  
    110,096     FirstRand Ltd     260,553    
    13,816     Nedbank Group Ltd     203,782    
    13,600     Remgro Ltd     350,818    
    115,100     Sanlam Ltd     273,533    
    105,100     Steinhoff International Holdings Ltd     241,388    
    Total South Africa     1,330,074    

 

See accompanying notes to the financial statements.


11



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        South Korea — 1.1%  
    2,689     Daelim Industrial Co Ltd     418,429    
    7,290     Dongkuk Steel Mill Co Ltd     326,096    
    8,928     Hana Financial Group Inc     396,162    
    5,630     Hanjin Shipping     213,103    
    19,550     Hynix Semiconductor Inc *      502,735    
    4,862     Hyundai Development Co     346,717    
    6,550     Hyundai Mobis     502,771    
    12,010     Hyundai Motor Co     842,107    
    5,130     Hyundai Steel Co     396,900    
    700     KCC Corp     412,700    
    7,840     Kookmin Bank     483,176    
    12,770     Korea Electric Power Corp     447,432    
    5,351     Korean Air Lines Co Ltd     404,291    
    1,900     KT Corp     93,419    
    9,350     KT Corp ADR *      227,112    
    8,630     KT&G Corp     712,030    
    4,303     LG Chemicals Ltd     359,648    
    6,520     LG Corp     453,477    
    2,140     POSCO     1,177,049    
    1,698     Samsung Electronics Co Ltd     995,321    
    18,710     Shinhan Financial Group Co Ltd     1,007,885    
    2,776     SK Corp     493,351    
    5,084     SK Energy Co Ltd     690,271    
    100     SK Telecom Co Ltd     20,327    
    21,030     SK Telecom Co Ltd ADR     471,072    
    Total South Korea     12,393,581    
        Spain — 0.9%  
    114,883     Repsol YPF SA     3,963,075    
    216,970     Telefonica SA     6,278,362    
    Total Spain     10,241,437    

 

See accompanying notes to the financial statements.


12



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Sweden — 1.2%  
    57,900     Electrolux AB Series B     929,012    
    40,075     Hennes & Mauritz AB Class B     2,247,732    
    149,158     Investor AB     3,155,054    
    178,000     Scania AB Class B     4,294,317    
    124,900     Tele2 AB Class B     2,195,338    
    Total Sweden     12,821,453    
        Switzerland — 4.0%  
    279,757     ABB Ltd     6,969,955    
    6,497     Bobst Group AG (Registered)     464,039    
    6,550     Nestle SA (Registered)     3,126,239    
    351,880     Novartis AG (Registered)     17,380,335    
    40,011     Swiss Reinsurance Co (Registered)     3,207,022    
    40,794     Zurich Financial Services AG     12,752,659    
    Total Switzerland     43,900,249    
        Taiwan — 1.0%  
    295,018     Advanced Semiconductor Engineering Inc     270,473    
    131,508     Asustek Computer Inc     363,060    
    670,488     China Development Financial Holding Corp     274,552    
    669,841     China Steel Corp     989,679    
    513,000     Chinatrust Financial Holding Co Ltd *      458,627    
    277,440     Chunghwa Telecom Co Ltd     689,807    
    390,383     Compal Electronics Inc     351,845    
    55,960     Delta Electronics Inc     159,165    
    291,247     Far Eastern Textile Co Ltd     474,511    
    223,000     Far Eastone Telecommunications Co Ltd     311,395    
    274,930     Formosa Chemicals & Fibre Co     668,126    
    210,515     Formosa Plastics Corp     567,482    
    45,558     High Tech Computer Corp     940,486    
    171,694     Lite-On Technology Corp     234,540    
    27,260     MediaTek Inc     305,735    
    458,000     Mega Financial Holdings Co Ltd     327,043    
    360,080     Nan Ya Plastics Corp     848,007    

 

See accompanying notes to the financial statements.


13



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Taiwan — continued  
    61,559     Novatek Microelectronics Corp Ltd     216,615    
    157,290     Quanta Computer Inc     206,199    
    241,677     Siliconware Precision Industries Co     393,838    
    528,390     Taishin Financial Holdings Co Ltd *      245,842    
    155,809     Taiwan Mobile Co Ltd     263,962    
    65,000     U-Ming Marine Transport Co     178,716    
    140,240     Unimicron Technology Corp     211,611    
    481,742     United Microelectronics Corp     285,944    
    152,579     Wistron Corp     251,964    
    Total Taiwan     10,489,224    
        Thailand — 0.4%  
    91,150     Bangkok Bank Pcl NVDR (a)      372,160    
    22,000     Bangkok Dusit Medical Service Pcl (Foreign Registered) (a)      23,258    
    1,245,260     IRPC Pcl (Foreign Registered) (a)      234,441    
    210,020     Kasikornbank Pcl NVDR (a)      578,870    
    624,060     Krung Thai Bank Pcl (Foreign Registered) (a)      212,151    
    163,180     PTT Exploration & Production Pcl (Foreign Registered) (a)      821,349    
    102,780     PTT Pcl (Foreign Registered) (a)      1,099,155    
    52,540     Siam Cement Pcl NVDR (a)      357,085    
    172,200     Siam Commercial Bank Pcl (Foreign Registered) (a)      471,982    
    120,380     Thai Oil Pcl (Foreign Registered) (a)      297,668    
    Total Thailand     4,468,119    
        Turkey — 0.2%  
    9,410     KOC Holding AS *      35,440    
    18,940     Tupras-Turkiye Petrol Rafineriler AS     480,187    
    123,780     Turkiye Garanti Bankasi     734,080    
    90,470     Turkiye IS Bankasi Class C     414,961    
    61,060     Turkiye Vakiflar Bankasi TAO Class D     142,742    
    Total Turkey     1,807,410    

 

See accompanying notes to the financial statements.


14



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — 19.0%  
    245,549     3i Group Plc     3,968,531    
    98,685     Alliance & Leicester Plc     1,094,488    
    246,300     AstraZeneca Plc     9,206,055    
    316,479     Aviva Plc     3,814,662    
    322,987     Barclays Plc     3,027,137    
    243,355     BG Group Plc     5,736,117    
    220,139     BHP Billiton Plc     7,042,272    
    201,360     Centrica Plc     1,285,641    
    1,611,247     GlaxoSmithKline Plc     35,171,168    
    402,538     HBOS Plc     4,783,342    
    363,898     Home Retail Group     1,858,831    
    164,980     Imperial Tobacco Group Plc     7,637,304    
    323,002     J Sainsbury Plc     2,264,537    
    92,250     Next Plc     2,339,636    
    870,317     Old Mutual Plc     2,149,772    
    84,522     Reckitt Benckiser Group Plc     4,559,223    
    201,330     Rio Tinto Plc     22,651,148    
    2,648,185     Royal Bank of Scotland Group     20,021,673    
    212,792     Royal Dutch Shell Group Class A (Amsterdam)     7,609,350    
    249,000     Royal Dutch Shell Plc A Shares (London)     8,903,336    
    102,049     Royal Dutch Shell Plc B Shares (London)     3,580,079    
    63,741     SABMiller Breweries Plc     1,324,258    
    91,642     Scottish & Southern Energy Plc     2,679,670    
    870,228     Taylor Woodrow Plc     2,944,632    
    391,446     Tesco Plc     3,093,323    
    111,700     Unilever Plc     3,519,250    
    10,195,489     Vodafone Group Inc     32,823,545    
    27,585     Whitbread Plc     690,241    
    154,391     Wolseley Plc     1,889,290    
    Total United Kingdom     207,668,511    
    TOTAL COMMON STOCKS (COST $860,936,632)     1,045,912,991    

 

See accompanying notes to the financial statements.


15



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        PREFERRED STOCKS — 1.9%  
        Brazil — 1.1%  
    28,194     Banco Bradesco SA 0.32%     880,281    
    30,100     Banco Itau Holding Financeira SA 2.81%     758,240    
    14,700     Bradespar SA 0.28%     382,473    
    17,648     Brasil Telecom Participacoes SA 4.46%     246,285    
    33,078     Companhia Energetica de Minas Gerais 2.29%     629,834    
    20,692     Companhia Paranaense de Energia Class B 2.20%     336,608    
    50,500     Companhia Vale do Rio Doce Class A 0.05%     1,488,930    
    27,302     Electrobras (Centro) SA Class B 6.09%     400,384    
    18,550     Gerdau Metalurgica SA 2.65%     817,205    
    27,600     Gerdau SA 2.11%     901,884    
    123,857     Itausa-Investimentos Itau SA 0.11%     787,335    
    45,424     Petroleo Brasileiro SA (Petrobras) 0.43%     2,187,798    
    67,200     Sadia SA 3.09%     379,890    
    34,280     Tele Norte Leste Participacoes ADR 3.52%     858,028    
    15,400     Usinas Siderrurgicas de Minas Gerais SA Class A 2.26%     892,437    
    Total Brazil     11,947,612    
        Germany — 0.8%  
    1,850     Porsche AG (Non Voting) 0.06%     3,207,677    
    20,411     Villeroy & Boch AG (Non Voting) 4.37%     293,821    
    40,841     Volkswagen AG 2.02%     5,690,707    
    Total Germany     9,192,205    
    TOTAL PREFERRED STOCKS (COST $9,944,850)     21,139,817    
        RIGHTS AND WARRANTS — 0.0%  
        Brazil — 0.0%  
    335     Banco Bradesco SA Rights, Expires 02/22/08 * (b)      881    

 

See accompanying notes to the financial statements.


16



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        France — 0.0%  
    2     Societe Generale Rights, Expires 02/29/08 * (c)      18    
    TOTAL RIGHTS AND WARRANTS (COST $219)     899    
        SHORT-TERM INVESTMENTS — 0.4%  
    3,900,000     Barclays Plc Time Deposit, 3.12%, due 03/03/08     3,900,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $3,900,000)     3,900,000    
        TOTAL INVESTMENTS — 98.0%
(Cost $874,781,701)
    1,070,953,707    
    Other Assets and Liabilities (net) — 2.0%     21,392,224    
    TOTAL NET ASSETS — 100.0%   $ 1,092,345,931    

 

See accompanying notes to the financial statements.


17



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

ADR - American Depositary Receipt

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

GDR - Global Depository Receipt

NVDR - Non-Voting Depository Receipt

*  Non-income producing security.

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

(b)  As of February 29, 2008, these rights have been exercised but shares have not yet been credited to the Fund.

(c)  As of February 29, 2008, the Fund elected to sell these rights but the sale did not occur until after the Fund's year end.

As of February 29, 2008, 91.08% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


18




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $874,781,701) (Note 2)   $ 1,070,953,707    
Cash     71,774    
Foreign currency, at value (cost $19,889,129) (Note 2)     20,340,309    
Receivable for investments sold     111,374    
Receivable for Fund shares sold     555    
Dividends and interest receivable     2,085,850    
Foreign taxes receivable     232,769    
Receivable for expenses reimbursed by Manager (Note 3)     133,690    
Total assets     1,093,930,028    
Liabilities:  
Payable for investments purchased     582,002    
Payable to affiliate for (Note 3):  
Management fee     468,464    
Shareholder service fee     130,129    
Trustees and Chief Compliance Officer of GMO Trust fees     1,289    
Accrued expenses     402,213    
Total liabilities     1,584,097    
Net assets   $ 1,092,345,931    
Net assets consist of:  
Paid-in capital   $ 873,132,342    
Accumulated undistributed net investment income     2,816,425    
Accumulated net realized gain     19,709,630    
Net unrealized appreciation     196,687,534    
    $ 1,092,345,931    
Net assets attributable to:  
Class III shares   $ 1,092,345,931    
Shares outstanding:  
Class III     58,311,946    
Net asset value per share:  
Class III   $ 18.73    

 

See accompanying notes to the financial statements.


19



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $3,697,099)   $ 35,374,791    
Interest     1,091,974    
Total investment income     36,466,765    
Expenses:  
Management fee (Note 3)     6,507,466    
Shareholder service fee – Class III (Note 3)     1,807,629    
Custodian and fund accounting agent fees     913,700    
Transfer agent fees     33,973    
Audit and tax fees     94,967    
Legal fees     25,794    
Trustees fees and related expenses (Note 3)     13,083    
Registration fees     7,286    
Miscellaneous     16,686    
Total expenses     9,420,584    
Fees and expenses reimbursed by Manager (Note 3)     (1,066,284 )  
Expense reductions (Note 2)     (4,022 )  
Net expenses     8,350,278    
Net investment income (loss)     28,116,487    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     107,809,013    
Closed futures contracts     (700,603 )  
Foreign currency, forward contracts and foreign currency related transactions
(net of CPMF tax of $1,722) (Note 2)
    3,903,738    
Net realized gain (loss)     111,012,148    
Change in net unrealized appreciation (depreciation) on:  
Investments     (112,630,704 )  
Foreign currency, forward contracts and foreign currency related transactions     114,439    
Net unrealized gain (loss)     (112,516,265 )  
Net realized and unrealized gain (loss)     (1,504,117 )  
Net increase (decrease) in net assets resulting from operations   $ 26,612,370    

 

See accompanying notes to the financial statements.


20



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 28,116,487     $ 18,003,549    
Net realized gain (loss)     111,012,148       55,122,662    
Change in net unrealized appreciation (depreciation)     (112,516,265 )     107,047,664    
Net increase (decrease) in net assets from operations     26,612,370       180,173,875    
Distributions to shareholders from:  
Net investment income  
Class III     (31,165,537 )     (20,061,779 )  
Net realized gains  
Class III     (118,448,701 )     (39,922,774 )  
      (149,614,238 )     (59,984,553 )  
Net share transactions (Note 7):  
Class III     110,083,703       155,491,902    
Total increase (decrease) in net assets     (12,918,165 )     275,681,224    
Net assets:  
Beginning of period     1,105,264,096       829,582,872    
End of period (including accumulated undistributed net
investment income of $2,816,425 and $354,337, respectively)
  $ 1,092,345,931     $ 1,105,264,096    

 

See accompanying notes to the financial statements.


21




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 20.76     $ 18.31     $ 15.78     $ 13.19     $ 8.73    
Income (loss) from investment operations:  
Net investment income (loss)      0.51       0.36       0.35       0.26       0.21    
Net realized and unrealized gain (loss)     0.20 (b)      3.28       2.77       2.61       4.55    
Total from investment operations     0.71       3.64       3.12       2.87       4.76    
Less distributions to shareholders:  
From net investment income     (0.57 )     (0.40 )     (0.31 )     (0.28 )     (0.30 )  
From net realized gains     (2.17 )     (0.79 )     (0.28 )              
Total distributions     (2.74 )     (1.19 )     (0.59 )     (0.28 )     (0.30 )  
Net asset value, end of period   $ 18.73     $ 20.76     $ 18.31     $ 15.78     $ 13.19    
Total Return(a)      2.28 %     20.33 %     20.04 %     21.94 %     54.99 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,092,346     $ 1,105,264     $ 829,583     $ 559,912     $ 291,360    
Net expenses to average daily
net assets
    0.69 %(c)      0.69 %     0.69 %     0.69 %     0.69 %  
Net investment income to average daily
net assets
    2.33 %     1.83 %     2.10 %     1.91 %     1.87 %  
Portfolio turnover rate     41 %     34 %     39 %     44 %     36 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.09 %     0.08 %     0.10 %     0.16 %     0.26 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(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 net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


22




GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high after-tax total return. The Fund seeks to achieve its investment objective by outperforming the MSCI EAFE Index (after tax), which is computed by GMO by adjusting the return of the MSCI EAFE Index (Europe, Australasia, and Far East) by its tax cost. The Fund typically makes equity investments in non-U.S. companies that issue stocks included in the MSCI EAFE universe (which is larger than, but generally represented by, the MSCI EAFE Index), plus companies in Canada and emerging countries. GMO uses quantitative models integrated with tax management techniques to provide broad exposure to the international equity markets to investors subject to U.S. federal income tax. The Fund's investments in emerging countries generally will represent 15% or less of the Fund's total assets.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. Because many foreign equity securities markets and exchanges close prior to


23



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. There were no forward currency contracts outstanding at the end of the period.

Futures contracts

The Fund may purchase and sell futures contracts. 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.


24



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.


25



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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

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


26



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the


27



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Brazilian market. For the year ended February 29, 2008, the Fund incurred $1,722 in CPMF tax which is included in the net realized gain (loss) on foreign currency, forward contracts and foreign currency related transactions in the Statement of Operations.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to passive foreign investment company transactions and foreign currency transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 5,511,138     $ (5,511,139 )   $ 1    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any short-term capital gains)   $ 42,430,962     $ 22,514,744    
Long-term capital gains     107,183,276       37,469,809    
Total distributions   $ 149,614,238     $ 59,984,553    

 

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


28



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 3,263,708    
Undistributed long–term capital gain   $ 19,928,520    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 875,289,873     $ 257,249,887     $ (61,586,053 )   $ 195,663,834    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.


29



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Investment risks

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

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

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 average daily net assets at the annual rate of 0.15% for Class III shares.


30



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.54% of the 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 29, 2008 was $11,427 and $5,033, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $479,386,884 and $485,084,624, 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 29, 2008, there were no shareholders individually holding in excess of 10% of the Fund's outstanding shares.

As of February 29, 2008, 1.89% of the Fund's shares were held by ten related parties comprised of certain GMO employee accounts, and 0.12% of the Fund's shares were held by accounts for which the Manager has investment discretion.


31



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     4,630,804     $ 96,384,502       8,725,835     $ 171,811,462    
Shares issued to shareholders
in reinvestment of distributions
    6,034,152       126,532,299       2,416,494       47,334,895    
Shares repurchased     (5,588,860 )     (112,833,098 )     (3,218,183 )     (63,654,455 )  
Net increase (decrease)     5,076,096     $ 110,083,703       7,924,146     $ 155,491,902    

 


32




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Tax-Managed International Equities Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


33



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, a $5,000,000 account value divided by $1,000 = 5,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.69 %   $ 1,000.00     $ 942.10     $ 3.33    
2) Hypothetical     0.69 %   $ 1,000.00     $ 1,021.43     $ 3.47    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


34



GMO Tax-Managed International Equities Fund

(A Series of GMO Trust)


Tax Information for the Tax Year ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $107,183,276 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $3,690,227 and recognized foreign source income of $39,071,890.

For taxable, non-corporate shareholders, 76.51% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $413,420 and $11,265,425, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


35



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


36



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


37



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


38



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003-present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


39




GMO Domestic Bond Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Domestic Bond Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Domestic Bond Fund returned +4.4% for the fiscal year ended February 29, 2008, as compared with the +10.7% return of the Lehman Brothers U.S. Government Index.

The Fund underperformed the benchmark during the fiscal year by 6.4%. The year's underperformance stemmed from mark-to-market losses in the cash collateral pool in which the strategy invests a substantial portion of its total assets, the GMO Short Duration Collateral Fund (SDCF). SDCF primarily invests in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, in order to earn a LIBOR-type return. The SDCF investment collateralizes derivatives positions, mainly U.S. Treasury bond futures and interest-rate swaps, which seek to deliver the price return of the benchmark, which has an approximately 5-year duration.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, SDCF underperformed LIBOR by nearly 700 bps, directly contributing to the Fund's underperformance, given the latter's 94% exposure to the former.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Class VI shares will vary due to different fees.



GMO Domestic Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     89.6 %  
Short-Term Investments     9.6    
Futures     0.6    
Swaps     0.3    
Preferred Stocks     0.2    
Forward Currency Contracts     (0.0 )  
Other     (0.3 )  
      100.0 %  

 

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


1




GMO Domestic Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value ($) /
Shares
  Description   Value ($)  
        DEBT OBLIGATIONS — 4.6%  
        Corporate Debt — 1.5%  
    11,347,000     Health Care Property Investors, Inc., Series G, MTN, 5.63%, due 02/28/13     10,480,770    
        U.S. Government Agency — 3.1%  
    9,500,000     Agency for International Development Floater (Support of India),
Variable Rate, 3 mo. LIBOR + .10%, 3.34%, due 02/01/27
    9,440,720    
    3,500,000     Agency for International Development Floater (Support of Jamaica),
Variable Rate, 6 mo. LIBOR + .30%, 3.36%, due 12/01/14
    3,508,785    
    3,615,987     Agency for International Development Floater (Support of Jamaica),
Variable Rate, 6 mo. U.S. Treasury Bill + .75%, 2.88%, due 03/30/19
    3,631,861    
    3,127,500     Agency for International Development Floater (Support of Sri Lanka),
Variable Rate, 6 mo. LIBOR + .20%, 3.26%, due 06/15/12
    3,123,622    
    2,933,338     Agency for International Development Floater (Support of Zimbabwe),
Variable Rate, 3 mo. U.S. Treasury Bill x 115%, 4.04%, due 01/01/12
    2,902,174    
    Total U.S. Government Agency     22,607,162    
    TOTAL DEBT OBLIGATIONS (COST $34,049,348)     33,087,932    
        PREFERRED STOCKS — 0.2%  
        Banking — 0.2%  
    10,000     Home Ownership Funding 2 Preferred 144A, 13.34%     1,544,497    
    TOTAL PREFERRED STOCKS (COST $2,576,211)     1,544,497    
        MUTUAL FUNDS — 93.5%  
        Affiliated Issuers — 93.5%  
    28,243,201     GMO Short-Duration Collateral Fund     678,684,117    
    1,483     GMO Special Purpose Holding Fund (a) (b)      1,868    
    TOTAL MUTUAL FUNDS (COST $717,109,114)     678,685,985    

 

See accompanying notes to the financial statements.


2



GMO Domestic Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        SHORT-TERM INVESTMENTS — 1.2%  
        Money Market Funds — 0.2%  
    1,624,043     State Street Institutional Liquid Reserves Fund-Institutional Class     1,624,043    
        Other Short-Term Investments — 1.0%  
    7,000,000     U.S. Treasury Bill, 2.05%, due 04/17/08 (c) (d)      6,981,265    
    TOTAL SHORT-TERM INVESTMENTS (COST $8,605,308)     8,605,308    
        TOTAL INVESTMENTS — 99.5%
(Cost $762,339,981)
    721,923,722    
        Other Assets and Liabilities (net) — 0.5%     3,888,055    
    TOTAL NET ASSETS — 100.0%   $ 725,811,777    

 

See accompanying notes to the financial statements.


3



GMO Domestic Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  514     U.S. Long Bond (CBT)   June 2008   $ 60,973,250     $ 1,380,203    
  733     U.S. Treasury Note 10 Yr.   June 2008     85,967,156       1,533,047    
  260     U.S. Treasury Note 2 Yr. (CBT)   June 2008     55,879,688       365,033    
  712     U.S. Treasury Note 5 Yr. (CBT)   June 2008     81,346,000       1,094,189    
    $ 284,166,094     $ 4,372,472    

 

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  11,500,000       USD       3/20/2013     Barclays Bank PLC   (Pay)     0.61 %   Health Care Properties   $ 1,670,597    
    Premiums to (Pay) Receive   $     $ 1,670,597    

 

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Market
Value
 
  75,000,000     USD   5/30/2008   Lehman Brothers   1 month   Return on Lehman    
   
                    LIBOR - 0.06%   Brothers U.S.    
   
                        Government Index   $ 543,947    
  75,000,000     USD   6/30/2008   Lehman Brothers   1 month
LIBOR - 0.06%
  Return on Lehman
Brothers U.S.
Government Index
    543,947    
  175,000,000     USD   7/31/2008   Lehman Brothers   1 month
LIBOR - 0.05%
  Return on Lehman
Brothers U.S.
Government Index
    1,267,847    
    Premiums to (Pay) Receive   $     $ 2,355,741    

 

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


4



GMO Domestic Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

LIBOR - London Interbank Offered Rate

MTN - Medium Term Note

Variable rate - The rates shown on variable rate notes are the current interest rates at February 29, 2008, which are subject to change based on the terms of the security.

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

(b)  Underlying investment represents interests in defaulted securities.

(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 and/or collateral on open swap contracts (Note 2).

Currency Abbreviations:

USD - United States Dollar

See accompanying notes to the financial statements.


5




GMO Domestic Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $45,230,867) (Note 2)   $ 43,237,737    
Investments in affiliated issuers, at value (cost $717,109,114) (Notes 2 and 8)     678,685,985    
Receivable for Fund shares sold     7,226,835    
Interest receivable     174,452    
Receivable for variation margin on open futures contracts (Note 2)     3,151,391    
Receivable for open swap contracts (Note 2)     4,026,338    
Receivable for expenses reimbursed by Manager (Note 3)     24,795    
Total assets     736,527,533    
Liabilities:  
Payable for investments purchased     3,200,000    
Payable for Fund shares repurchased     7,325,536    
Payable to affiliate for (Note 3):  
Management fee     57,977    
Shareholder service fee     42,253    
Trustees and Chief Compliance Officer of GMO Trust fees     820    
Accrued expenses     89,170    
Total liabilities     10,715,756    
Net assets   $ 725,811,777    
Net assets consist of:  
Paid-in capital   $ 753,581,944    
Accumulated undistributed net investment income     8,256,225    
Accumulated net realized loss     (4,008,943 )  
Net unrealized depreciation     (32,017,449 )  
    $ 725,811,777    
Net assets attributable to:  
Class III shares   $ 144,285,975    
Class VI shares   $ 581,525,802    
Shares outstanding:  
Class III     15,240,587    
Class VI     61,345,803    
Net asset value per share:  
Class III   $ 9.47    
Class VI   $ 9.48    

 

See accompanying notes to the financial statements.


6



GMO Domestic Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 30,714,141    
Interest     3,278,348    
Dividends     176,922    
Total investment income     34,169,411    
Expenses:  
Management fee (Note 3)     601,686    
Shareholder service fee – Class III (Note 3)     209,135    
Shareholder service fee – Class VI (Note 3)     254,244    
Custodian, fund accounting agent and transfer agent fees     80,665    
Audit and tax fees     59,732    
Legal fees     14,778    
Trustees fees and related expenses (Note 3)     5,572    
Registration fees     11,433    
Miscellaneous     8,642    
Total expenses     1,245,887    
Fees and expenses reimbursed by Manager (Note 3)     (170,750 )  
Expense reductions (Note 2)     (13 )  
Net expenses     1,075,124    
Net investment income (loss)     33,094,287    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     1,131,740    
Investments in affiliated issuers     (1,557,671 )  
Realized gains distributions from affiliated issuers (Note 8)     9,616    
Closed futures contracts     4,008,720    
Closed swap contracts     28,704,279    
Net realized gain (loss)     32,296,684    
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     (1,345,761 )  
Investments in affiliated issuers     (40,220,737 )  
Open futures contracts     4,994,900    
Open swap contracts     (688,510 )  
Net unrealized gain (loss)     (37,260,108 )  
Net realized and unrealized gain (loss)     (4,963,424 )  
Net increase (decrease) in net assets resulting from operations   $ 28,130,863    

 

See accompanying notes to the financial statements.


7



GMO Domestic Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 33,094,287     $ 20,918,305    
Net realized gain (loss)     32,296,684       (3,832,373 )  
Change in net unrealized appreciation (depreciation)     (37,260,108 )     4,109,168    
Net increase (decrease) in net assets from operations     28,130,863       21,195,100    
Distributions to shareholders from:  
Net investment income  
Class III     (11,697,331 )     (4,864,279 )  
Class VI     (41,858,762 )     (16,195,086 )  
Total distributions from net investment income     (53,556,093 )     (21,059,365 )  
Net share transactions (Note 7):  
Class III     55,468,188       (31,467,198 )  
Class VI     273,813,697       (31,859,527 )  
Increase (decrease) in net assets resulting from net share
transactions
    329,281,885       (63,326,725 )  
Total increase (decrease) in net assets     303,856,655       (63,190,990 )  
Net assets:  
Beginning of period     421,955,122       485,146,112    
End of period (including accumulated undistributed net investment
income of $8,256,225 and $10,334, respectively)
  $ 725,811,777     $ 421,955,122    

 

See accompanying notes to the financial statements.


8




GMO Domestic Bond Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 9.81     $ 9.81     $ 9.84     $ 10.07     $ 10.08    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.42       0.43       0.13       0.16       0.23    
Net realized and unrealized gain (loss)     (0.01 )     0.06       0.16       0.04       0.24    
Total from investment operations     0.41       0.49       0.29       0.20       0.47    
Less distributions to shareholders:  
From net investment income     (0.75 )     (0.49 )     (0.16 )     (0.16 )     (0.20 )  
From net realized gains                 (0.16 )     (0.27 )     (0.28 )  
Return of capital                       (0.00 )(b)         
Total distributions     (0.75 )     (0.49 )     (0.32 )     (0.43 )     (0.48 )  
Net asset value, end of period   $ 9.47     $ 9.81     $ 9.81     $ 9.84     $ 10.07    
Total Return(c)      4.35 %     5.09 %     3.02 %     2.02 %     4.79 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 144,286     $ 94,159     $ 125,188     $ 736,300     $ 373,277    
Net expenses to average daily
net assets(d) 
    0.25 %(e)      0.25 %     0.25 %     0.25 %     0.25 %  
Net investment income to average daily
net assets(a) 
    4.28 %     4.42 %     1.30 %     1.57 %     2.30 %  
Portfolio turnover rate     22 %     17 %     24 %     11 %     15 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.03 %     0.03 %     0.02 %     0.03 %     0.06 %  

 

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

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

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

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

(e)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


9



GMO Domestic Bond Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006(a)   
Net asset value, beginning of period   $ 9.82     $ 9.82     $ 9.93    
Income (loss) from investment operations:  
Net investment income (loss)(b)†      0.57       0.48       0.24    
Net realized and unrealized gain (loss)     (0.15 )     0.02       (0.14 )(c)   
Total from investment operations     0.42       0.50       0.10    
Less distributions to shareholders:  
From net investment income     (0.76 )     (0.50 )     (0.21 )  
Total distributions     (0.76 )     (0.50 )     (0.21 )  
Net asset value, end of period   $ 9.48     $ 9.82     $ 9.82    
Total Return(d)      4.42 %     5.19 %     0.97 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 581,526     $ 327,796     $ 359,958    
Net expenses to average daily net assets(e)      0.16 %(f)      0.16 %     0.16 %*   
Net investment income to average daily net assets(b)      5.87 %     4.85 %     2.38 %(g)   
Portfolio turnover rate     22 %     17 %     24 %††   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.03 %     0.03 %     0.02 %*   

 

(a)  Period from July 26, 2005 (commencement of operations) through February 28, 2006.

(b)  Net investment income is affected by timing of the declaration of dividends by the underlying funds in which the Fund invests.

(c)  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.

(d)  The total return would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(e)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(f)  The net expense ratio does not include the effect of expense reductions.

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

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

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

See accompanying notes to the financial statements.


10




GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of the Lehman Brothers U.S. Government Index. The Fund invests a substantial portion of its assets in shares of GMO Short-Duration Collateral Fund; U.S. investment-grade bonds, including asset-backed securities and U.S. government securities; and derivatives (including synthetic debt instruments) whose value is related to U.S. investment-grade bonds. The Fund also may invest a portion of its assets in foreign bonds and lower-rated securities.

As of February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class VI. Each class of shares bears a different level of shareholder servicing fees.

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

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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 investment funds are valued at their net asset value. Securities for which quotations are


11



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 33.30% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $9,616 through SPHF in conjunction with settlement agreements related to the default of those securities.

Futures contracts

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


12



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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.


13



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. There were no loan agreements outstanding at the end of the period.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed


14



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. There were no reverse repurchase agreements outstanding at the end of the period.


15



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each tax 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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to losses on wash sale transactions and derivative contract transactions.

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 29, 2008. The financial highlights exclude these adjustments.


16



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ 28,707,697     $ (28,707,697 )   $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 53,556,093     $ 21,059,365    
Total distributions   $ 53,556,093     $ 21,059,365    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 10,493,293    
Undistributed long-term capital gain   $ 2,620,857    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 764,601,676     $ 17,511     $ (42,695,465 )   $ (42,677,954 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.


17



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying funds. Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of the underlying funds at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.


18



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

3.  Fees and other transactions with affiliates

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

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.10% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder of the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.002 %     0.000 %     0.000 %     0.002 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $4,928 and $2,575, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.


19



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 10,255,429     $ 22,476,819    
Investments (non-U.S. Government securities)     446,364,141       95,022,517    

 

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 29, 2008, 73.62% of the shares outstanding of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, less than 0.01% of the Fund's shares were held by four related parties comprised of certain GMO employee accounts, and 96.19% of the Fund's shares were held by accounts for which the Manager has investment discretion.


20



GMO Domestic Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     30,453,972     $ 298,824,097       2,560,718     $ 25,144,765    
Shares issued to shareholders
in reinvestment of distributions
    765,476       7,192,263       470,574       4,591,550    
Shares repurchased     (25,576,899 )     (250,548,172 )     (6,197,833 )     (61,203,513 )  
Net increase (decrease)     5,642,549     $ 55,468,188       (3,166,541 )   $ (31,467,198 )  
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     26,087,987     $ 256,617,471       142,221     $ 1,389,455    
Shares issued to shareholders
in reinvestment of distributions
    4,455,602       41,858,762       1,658,104       16,195,086    
Shares repurchased     (2,571,173 )     (24,662,536 )     (5,081,727 )     (49,444,068 )  
Net increase (decrease)     27,972,416     $ 273,813,697       (3,281,402 )   $ (31,859,527 )  

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value, end
of period
 
GMO Short-Duration
Collateral Fund
  $ 357,398,162     $ 446,364,141     $ 83,300,000     $ 30,714,141     $     $ 678,684,117    
GMO Special Purpose
Holding Fund
    2,090                         9,616       1,868    
Totals   $ 357,400,252     $ 446,364,141     $ 83,300,000     $ 30,714,141     $ 9,616     $ 678,685,985    

 


21




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Domestic Bond Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


22



GMO Domestic Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.25 %   $ 1,000.00     $ 1,030.40     $ 1.26    
2) Hypothetical     0.25 %   $ 1,000.00     $ 1,023.62     $ 1.26    
Class VI  
1) Actual     0.16 %   $ 1,000.00     $ 1,030.90     $ 0.81    
2) Hypothetical     0.16 %   $ 1,000.00     $ 1,024.07     $ 0.81    

 

*  Expenses are calculated using each Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


23



GMO Domestic Bond Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $19,944,915 or if determined to be different, the qualified interest income of such year.


24



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of
the Board of Trustees
  Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


25



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a
book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4 
 

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


26



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  
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).  

 

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


27



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


28




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO World Opportunity Overlay Fund returned -1.2% for the fiscal year ended February 29, 2008, as compared with +5.8% for the JPMorgan U.S. 3 Month Cash Index.

The Fund underperformed the benchmark during the fiscal year by -6.9%. During the time period, the overlay added about 0.9%, while cash management detracted about 7.8%. The Fund is comprised of overlay strategies involving investments in derivative transactions (largely interest-rate swaps and exchange-traded futures). These derivative transactions are backed by a collateral pool consisting of high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, in order to earn a LIBOR-type return.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, the collateral pool underperformed LIBOR by nearly 800 bps, directly contributing to the Fund's underperformance.

In addition to collateral mark-to-market losses, the volatility, cross-market, and slope strategies also underperformed, leaving only the U.S. Eurodollar directional strategy and opportunistic trades with positive contributions for the year.

The Fund's duration at fiscal year-end was 0.2 years.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Debt Obligations     93.1 %  
Short-Term Investments     6.0    
Options Purchased     0.9    
Forward Currency Contracts     0.0    
Futures     0.0    
Written Options     (0.2 )  
Swaps     (0.3 )  
Other     0.5    
      100.0 %  

 


1




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            DEBT OBLIGATIONS — 93.1%        
            Asset-Backed Securities — 92.3%        
            Auto Financing — 8.5%        
    10,000,000     BMW Vehicle Lease Trust, Series 07-1, Class A3B,
Variable Rate, 1 mo. LIBOR + .24%, 3.36%, due 08/15/13
    9,818,800    
    7,000,000     Capital Auto Receivable Asset Trust, Series 07-2, Class A4B,
Variable Rate, 1 mo. LIBOR + .40%, 3.52%, due 02/18/14
    6,785,100    
    7,000,000     Daimler Chrysler Master Owner Trust, Series 06-A, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 3.15%, due 11/15/11
    6,875,610    
    7,500,000     Ford Credit Auto Owner Trust, Series 06-C, Class A4B,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 02/15/12
    7,297,650    
    2,000,000     Ford Credit Auto Owner Trust, Series 07-B, Class A4B,
Variable Rate, 1 mo. LIBOR + .38%, 3.50%, due 07/15/12
    1,948,909    
    10,000,000     Ford Credit Floorplan Master Owner Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 05/15/10
    9,954,000    
    12,000,000     Ford Credit Floorplan Master Owner Trust, Series 06-3, Class A,
Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 06/15/11
    11,577,233    
    2,000,000     Ford Credit Floorplan Master Owner Trust, Series 06-4, Class A,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 06/15/13
    1,849,276    
    14,000,000     Nissan Auto Receivables Owner Trust, Series 07-A, Class A4,
Variable Rate, 1 mo. LIBOR, 3.12%, due 06/17/13
    13,535,760    
    15,000,000     Sovereign Dealer Floor Plan Master Trust, Series 06-1, Class A,
144A, Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 08/15/11
    14,586,000    
    10,000,000     Superior Wholesale Inventory Financing Trust, Series 04-A10,
Class A, Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 09/15/11
    9,571,400    
    8,000,000     Superior Wholesale Inventory Financing Trust, Series 05-A12,
Class A, Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 06/15/10
    7,936,136    
    3,000,000     Swift Master Auto Receivables Trust, Series 07-1, Class A,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 06/15/12
    2,839,860    
    8,000,000     Truck Retail Installment Paper Corp., Series 05-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .27%, 3.39%, due 12/15/16
    7,530,400    
    14,000,000     World Omni Auto Receivables Trust, Series 07-A, Class A4,
Variable Rate, 1 mo. LIBOR, 3.12%, due 11/15/12
    13,543,754    
    Total Auto Financing     125,649,888    

 

See accompanying notes to the financial statements.


2



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Bank Loan Collateralized Debt Obligations — 1.1%        
    9,969,958     Arran Corp. Loans No. 1 B.V., Series 06-1A, Class A3, 144A,
Variable Rate, 3 mo. LIBOR + .17%, 5.10%, due 06/20/25
    9,807,946    
    7,200,000     Omega Capital Europe Plc, Series GLOB-5A, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .25%, 4.90%, due 07/05/11
    6,978,168    
    Total Bank Loan Collateralized Debt Obligations     16,786,114    
            Business Loans — 5.3%        
    2,262,941     Bayview Commercial Asset Trust, Series 04-3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .37%, 3.49%, due 01/25/35
    2,191,432    
    4,577,203     Bayview Commercial Asset Trust, Series 05-4A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .39%, 3.51%, due 01/25/36
    4,244,440    
    10,000,000     Bayview Commercial Asset Trust, Series 07-6A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + 1.30%, 4.42%, due 12/25/37
    9,650,000    
    2,399,706     Capitalsource Commercial Loan Trust, Series 06-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 08/22/16
    2,352,432    
    1,261,082     GE Business Loan Trust, Series 05-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .07%, 3.19%, due 06/15/14
    1,256,519    
    2,381,582     GE Business Loan Trust, Series 05-2A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .24%, 3.36%, due 11/15/33
    2,238,284    
    1,938,683     GE Commercial Loan Trust, Series 06-2, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 3.95%, due 04/19/15
    1,926,857    
    4,000,000     GE Dealer Floorplan Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 04/20/10
    3,994,800    
    13,000,000     GE Dealer Floorplan Master Trust, Series 07-2, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 07/20/12
    12,556,348    
    2,869,113     Lehman Brothers Small Balance Commercial, Series 05-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 02/25/30
    2,627,119    
    2,109,720     Lehman Brothers Small Balance Commercial, Series 05-2A, Class 1A,
144A, Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 09/25/30
    1,911,657    
    9,786,759     Lehman Brothers Small Balance Commercial, Series 07-2A, Class 1A1,
144A, Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 06/25/37
    9,538,950    
    1,820,986     Lehman Brothers Small Balance Commercial, Series 07-3A, Class 1A1,
144A, Variable Rate, 1 mo. LIBOR + .65%, 3.77%, due 10/25/37
    1,781,015    
    3,000,000     Lehman Brothers Small Balance Commercial, Series 07-3A, Class 1A2,
144A, Variable Rate, 1 mo. LIBOR + .85%, 3.97%, due 10/25/37
    2,778,227    
    5,000,000     Navistar Financial Dealer Note Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 02/25/13
    4,842,000    

 

See accompanying notes to the financial statements.


3



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Business Loans — continued        
    11,000,000     Navistar Financial Dealer Note Master Trust, Series 98-1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 07/25/11
    10,959,190    
    4,000,000     Textron Financial Floorplan Master Note, Series 05-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 05/13/10
    3,985,000    
    Total Business Loans     78,834,270    
            CMBS — 4.1%        
    4,043,125     Bear Stearns Commercial Mortgage Securities, Inc., Series 05-PW10,
Class A1, 5.09%, due 12/11/40
    4,017,411    
    7,000,000     Citigroup/Deutsche Bank Commercial Mortgage, Series 05-CD1,
Class A2FL, Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 07/15/44
    6,698,300    
    13,000,000     Commercial Mortgage Pass-Through Certificates, Series 06-FL12, Class AJ,
144A, Variable Rate, 1 mo. LIBOR + .13%, 3.25%, due 12/15/20
    12,857,000    
    7,000,000     GE Capital Commercial Mortgage Corp., Series 05-C4, Class A2, 5.30%,
due 11/10/45
    7,030,625    
    4,000,000     GE Capital Commercial Mortgage Corp., Series 06-C1, Class A2,
Variable Rate, 5.34%, due 03/10/44
    4,027,500    
    2,011,423     Greenwich Capital Commercial Funding Corp., Series 06-FL4, Class A1,
144A, Variable Rate, 1 mo. LIBOR + .09%, 3.31%, due 11/05/21
    1,933,481    
    7,000,000     GS Mortgage Securities Corp., Series 06-GG6, Class A2, 5.51%,
due 04/10/38
    6,920,977    
    1,579,948     Lehman Brothers Floating Rate Commercial, Series 06-LLFA, Class A1,
144A, Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 09/15/21
    1,573,117    
    6,000,000     Merrill Lynch Mortgage Trust, Series 06-C1, Class A2,
Variable Rate, 5.61%, due 05/12/39
    5,974,922    
    3,000,000     Morgan Stanley Capital I, Series 06-IQ11, Class A3, 5.74%, due 10/15/42     2,855,820    
    7,890,862     Wachovia Bank Commercial Mortgage Trust, Series 06-WL7A, Class A1,
144A, Variable Rate, 1 mo. LIBOR + .09%, 3.21%, due 09/15/21
    7,299,048    
    Total CMBS     61,188,201    
            CMBS Collateralized Debt Obligations — 1.2%        
    7,480,000     American Capital Strategies Ltd Commercial Real Estate CDO Trust,
Series 07-1A, Class A, 144A, Variable Rate, 3 mo. LIBOR + .80%, 3.89%,
due 11/23/52
    4,549,931    
    7,000,000     Guggenheim Structured Real Estate Funding, Series 05-2A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .32%, 3.44%, due 08/26/30
    6,405,000    

 

See accompanying notes to the financial statements.


4



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            CMBS Collateralized Debt Obligations — continued        
    7,400,000     Marathon Real Estate CDO, Series 06-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .33%, 3.45%, due 05/25/46
    6,512,000    
    Total CMBS Collateralized Debt Obligations     17,466,931    
            Credit Cards — 19.0%        
    7,150,000     Advanta Business Card Master Trust, Series 01-A, Class A,
Variable Rate, 1 mo. LIBOR + .30%, 3.42%, due 10/20/10
    7,129,551    
    6,500,000     Advanta Business Card Master Trust, Series 05-A1, Class A1,
Variable Rate, 1 mo. LIBOR + .07%, 3.19%, due 04/20/11
    6,473,025    
    2,000,000     Advanta Business Card Master Trust, Series 05-A5, Class A5,
Variable Rate, 1 mo. LIBOR + .06%, 3.18%, due 04/20/12
    1,942,100    
    6,000,000     American Express Credit Account Master Trust, Series 04-1, Class A,
Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 09/15/11
    5,961,780    
    5,000,000     American Express Credit Account Master Trust, Series 04-4, Class A,
Variable Rate, 1 mo. LIBOR + .09%, 3.21%, due 03/15/12
    4,938,640    
    5,000,000     American Express Credit Account Master Trust, Series 05-3, Class A,
Variable Rate, 1 mo. LIBOR, 3.12%, due 01/18/11
    4,986,500    
    10,000,000     American Express Credit Account Master Trust, Series 05-5, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 02/15/13
    9,848,900    
    4,500,000     American Express Credit Account Master Trust, Series 06-1, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 3.15%, due 12/15/13
    4,381,155    
    5,000,000     American Express Issuance Trust, Series 07-1, Class A,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 09/15/11
    4,905,950    
    6,000,000     Arran, Series 2005-A, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 12/15/10
    5,925,000    
    1,000,000     Bank One Issuance Trust, Series 03-A10, Class A10,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 06/15/11
    995,100    
    5,760,000     Bank One Issuance Trust, Series 03-A6, Class A6,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 02/15/11
    5,751,149    
    5,000,000     Capital One Master Trust, Series 02-1A, Class A,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 11/15/11
    4,976,367    
    5,530,000     Capital One Multi-Asset Execution Trust, Series 03-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 05/16/11
    5,491,981    
    5,000,000     Capital One Multi-Asset Execution Trust, Series 04-A7, Class A7,
Variable Rate, 3 mo. LIBOR + .15%, 3.22%, due 06/16/14
    4,821,752    
    11,000,000     Capital One Multi-Asset Execution Trust, Series 06-A14, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 08/15/13
    10,672,200    

 

See accompanying notes to the financial statements.


5



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Credit Cards — continued        
    9,000,000     Charming Shoppes Master Trust, Series 07-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + 1.25%, 4.37%, due 09/15/17
    8,556,210    
    7,875,000     Chase Credit Card Master Trust, Series 03-3, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 10/15/10
    7,868,464    
    3,000,000     Chase Credit Card Master Trust, Series 03-5, Class A,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 01/17/11
    2,991,510    
    2,000,000     Chase Issuance Trust, Series 05-A3, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 10/17/11
    1,987,080    
    4,500,000     Chase Issuance Trust, Series 07-A1, Class A1,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 03/15/13
    4,403,475    
    11,000,000     Chase Issuance Trust, Series 07-A11, Class A11,
Variable Rate, 1 mo. LIBOR, 3.12%, due 07/16/12
    10,824,035    
    9,000,000     Citibank Credit Card Issuance Trust, Series 01-A7, Class A7,
Variable Rate, 3 mo. LIBOR + .14%, 3.20%, due 08/15/13
    8,786,700    
    2,000,000     Citibank Credit Card Issuance Trust, Series 06-A6, Class A6,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 05/24/12
    1,966,400    
    10,000,000     Discover Card Master Trust I, Series 04-2, Class A2,
Variable Rate, 1 mo. LIBOR + .07%, 3.19%, due 05/15/12
    9,795,400    
    5,000,000     Discover Card Master Trust I, Series 05-3, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 05/15/11
    4,965,600    
    5,000,000     Discover Card Master Trust I, Series 05-4, Class A1,
Variable Rate, 1 mo. LIBOR + .06%, 3.18%, due 06/18/13
    4,868,750    
    6,150,000     Discover Card Master Trust I, Series 06-2, Class A1,
Variable Rate, 1 mo. LIBOR, 3.12%, due 01/17/12
    6,057,750    
    12,000,000     First National Master Note Trust, Series 07-2, Class A,
Variable Rate, 1 mo. LIBOR + .75%, 3.87%, due 11/15/12
    11,895,000    
    7,000,000     GE Capital Credit Card Master Note Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 03/15/13
    6,826,964    
    5,000,000     GE Capital Credit Card Master Note Trust, Series 07-3, Class A1,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 06/15/13
    4,906,250    
    12,000,000     Household Credit Card Master Note Trust I, Series 07-1, Class A,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 04/15/13
    11,737,500    
    6,000,000     Household Credit Card Master Note Trust I, Series 07-2, Class A,
Variable Rate, 1 mo. LIBOR + .55%, 3.67%, due 07/15/13
    5,889,141    
    17,000,000     HSBC Private Label Credit Card Master Note, Series 07-1, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 12/16/13
    16,763,594    

 

See accompanying notes to the financial statements.


6



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Credit Cards — continued        
    7,500,000     MBNA Credit Card Master Note Trust, Series 04-A8, Class A8,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 01/15/14
    7,304,850    
    5,000,000     MBNA Credit Card Master Note Trust, Series 05-A5, Class A5,
Variable Rate, 1 mo. LIBOR, 3.12%, due 12/15/10
    4,987,500    
    7,000,000     Pillar Funding Plc, Series 04-2, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 5.13%, due 09/15/11
    6,760,180    
    16,500,000     Turquoise Card Backed Securities Plc, Series 06-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 05/16/11
    16,306,641    
    8,415,000     World Financial Network Credit Card Master Trust, Series 03-A, Class A2,
Variable Rate, 1 mo. LIBOR + .37%, 3.49%, due 05/15/12
    8,372,925    
    15,400,000     World Financial Network Credit Card Master Trust, Series 04-A, Class A,
Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 03/15/13
    14,982,506    
    2,000,000     World Financial Network Credit Card Master Trust, Series 06-A, Class A,
144A, Variable Rate, 1 mo. LIBOR + .13%, 3.25%, due 02/15/17
    1,787,140    
    Total Credit Cards     280,792,715    
            Emerging Markets Collateralized Debt Obligations — 0.2%        
    4,000,000     Santiago CDO Ltd., Series 05-1A, Class A, 144A,
Variable Rate, 6 mo. LIBOR + .40%, 5.53%, due 04/18/17
    3,680,000    
            Equipment Leases — 1.3%        
    6,490,296     CNH Equipment Trust, Series 05-A, Class A4A,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 06/15/12
    6,420,980    
    4,500,000     CNH Equipment Trust, Series 07-B, Class A3B,
Variable Rate, 1 mo. LIBOR + .60%, 3.72%, due 10/17/11
    4,435,380    
    9,000,000     GE Equipment Midticket LLC, Series 07-1, Class A3B,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 06/14/11
    8,786,250    
    Total Equipment Leases     19,642,610    
            Insurance Premiums — 0.9%        
    3,000,000     AICCO Premium Finance Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 04/15/10
    2,980,200    
    10,000,000     AICCO Premium Finance Master Trust, Series 07-AA, Class A,
144A, Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 12/15/11
    9,781,250    
    Total Insurance Premiums     12,761,450    

 

See accompanying notes to the financial statements.


7



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Insured Auto Financing — 6.8%        
    5,000,000     Aesop Funding II LLC, Series 05-1A, Class A3, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 04/20/11
    4,560,650    
    7,000,000     Aesop Funding II LLC, Series 06-1, Class A1, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .22%, 3.34%, due 03/20/12
    6,059,550    
    6,000,000     AmeriCredit Automobile Receivables Trust, Series 05-BM, Class A4, MBIA,
Variable Rate, 1 mo. LIBOR + .08%, 3.27%, due 05/06/12
    5,527,331    
    1,270,518     AmeriCredit Automobile Receivables Trust, Series 06-RM, Class A1, MBIA,
5.37%, due 10/06/09
    1,267,869    
    4,000,000     AmeriCredit Automobile Receivables Trust, Series 07-AX, Class A4, XL,
Variable Rate, 1 mo. LIBOR + .04%, 3.23%, due 10/06/13
    3,550,000    
    8,000,000     AmeriCredit Automobile Receivables Trust, Series 07-CM, Class A3B,
MBIA, Variable Rate, 1 mo. LIBOR + .03%, 3.22%, due 05/07/12
    7,298,296    
    3,000,000     AmeriCredit Automobile Receivables Trust, Series 07-DF, Class A4B, FSA,
Variable Rate, 1 mo. LIBOR + .80%, 3.99%, due 06/06/14
    2,786,599    
    7,000,000     AmeriCredit Prime Automobile Receivables Trust, Series 07-2M, Class A4B,
MBIA, Variable Rate, 1 mo. LIBOR + .50%, 3.69%, due 03/08/16
    6,187,510    
    7,000,000     ARG Funding Corp., Series 05-2A, Class A3, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .14%, 3.26%, due 05/20/10
    6,534,852    
    6,000,000     Capital One Auto Finance Trust, Series 06-B, Class A4, MBIA,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 07/15/13
    5,672,220    
    12,000,000     Capital One Auto Finance Trust, Series 07-A, Class A4, AMBAC,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 11/15/13
    10,662,360    
    2,000,000     Capital One Auto Finance Trust, Series 07-C, Class A3B, FGIC,
Variable Rate, 1 mo. LIBOR + .51%, 3.63%, due 04/16/12
    1,839,540    
    3,000,000     Hertz Vehicle Financing LLC, Series 05-1A, Class A1, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .14%, 3.26%, due 02/25/10
    2,849,694    
    2,000,000     Hertz Vehicle Financing LLC, Series 05-2A, Class A5, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 11/25/11
    1,695,442    
    4,666,667     Rental Car Finance Corp., Series 04-1A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 06/25/09
    4,617,349    
    13,000,000     Santander Drive Auto Receivables Trust, Series 07-3, Class A4B, FGIC,
Variable Rate, 1 mo. LIBOR + .65%, 3.77%, due 10/15/14
    11,139,440    
    13,000,000     Triad Auto Receivables Owner Trust, Series 07-B, Class A4B, FSA,
Variable Rate, 1 mo. LIBOR + 1.20%, 4.33%, due 07/14/14
    12,849,200    
    5,000,000     UPFC Auto Receivables Trust, Series 06-B, Class A3, AMBAC, 5.01%,
due 08/15/12
    4,950,000    
    Total Insured Auto Financing     100,047,902    

 

See accompanying notes to the financial statements.


8



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Insured Credit Cards — 0.5%        
    7,000,000     Cabela's Master Credit Card Trust, Series 04-2A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 03/15/11
    6,793,360    
            Insured Other — 1.3%        
    5,500,000     DB Master Finance LLC, Series 06-1, Class A2, 144A, AMBAC, 5.78%,
due 06/20/31
    4,857,124    
    4,188,964     Henderson Receivables LLC, Series 06-3A, Class A1, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 09/15/41
    3,312,674    
    4,206,746     Henderson Receivables LLC, Series 06-4A, Class A1, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 12/15/41
    3,334,099    
    5,953,000     TIB Card Receivables Fund, 144A, FGIC,
Variable Rate, 3 mo. LIBOR + .25%, 4.90%, due 01/05/14
    5,688,687    
    10,200,000     Toll Road Investment Part II, Series C, 144A, MBIA, Zero Coupon,
due 02/15/37
    1,291,932    
    Total Insured Other     18,484,516    
            Insured Residential Asset-Backed Securities (United States) — 0.9%        
    14,917,025     Ameriquest Mortgage Securities, Inc., Series 04-R6, Class A1, XL,
Variable Rate, 1 mo. LIBOR + .21%, 3.33%, due 07/25/34
    13,056,872    
            Insured Residential Mortgage-Backed Securities (United States) — 0.1%        
    1,670,289     SBI Heloc Trust, Series 05-HE1, Class 1A, 144A, FSA,
Variable Rate, 1 mo. LIBOR + .19%, 3.31%, due 11/25/35
    1,503,260    
            Insured Time Share — 0.7%        
    1,914,276     Cendant Timeshare Receivables Funding LLC, Series 05-1A, Class A2,
144A, FGIC, Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 05/20/17
    1,755,152    
    1,739,948     Sierra Receivables Funding Co., Series 06-1A, Class A2, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 05/20/18
    1,473,509    
    9,097,199     Sierra Receivables Funding Co., Series 07-2A, Class A2, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + 1.00%, 4.12%, due 09/20/19
    7,840,430    
    Total Insured Time Share     11,069,091    
            Insured Transportation — 0.6%        
    8,500,000     CLI Funding LLC, Series 06-1A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .18%, 3.29%, due 08/18/21
    8,308,070    

 

See accompanying notes to the financial statements.


9



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Investment Grade Corporate Collateralized Debt Obligations — 3.8%        
    2,000,000     Morgan Stanley ACES SPC, Series 04-12, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .60%, 3.70%, due 08/05/09
    1,883,000    
    5,000,000     Morgan Stanley ACES SPC, Series 04-15, Class II, 144A,
Variable Rate, 3 mo. LIBOR + .65%, 5.58%, due 12/20/09
    4,515,000    
    3,000,000     Morgan Stanley ACES SPC, Series 04-15, Class III, 144A,
Variable Rate, 3 mo. LIBOR + .75%, 5.68%, due 12/20/09
    2,595,000    
    6,000,000     Morgan Stanley ACES SPC, Series 04-16, Class I, 144A,
Variable Rate, 3 mo. LIBOR + .40%, 3.50%, due 08/05/09
    5,814,000    
    3,000,000     Morgan Stanley ACES SPC, Series 05-10, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .52%, 5.45%, due 03/20/10
    2,713,500    
    6,000,000     Morgan Stanley ACES SPC, Series 05-15, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .40%, 5.33%, due 12/20/10
    5,520,000    
    3,000,000     Morgan Stanley ACES SPC, Series 05-2A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .45%, 5.38%, due 03/20/10
    2,761,500    
    9,000,000     Morgan Stanley ACES SPC, Series 06-13A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .29%, 5.22%, due 06/20/13
    6,510,600    
    10,000,000     Prism Orso Trust, Series 04-MAPL, Class CERT, 144A,
Variable Rate, 3 mo. LIBOR + .70%, 5.63%, due 08/01/11
    9,268,000    
    9,000,000     Reve SPC, 144A, Variable Rate, 3 mo. LIBOR + .22%, 5.15%, due 03/20/14     7,425,000    
    7,000,000     Salisbury International Investments Ltd., Series EMTN,
Variable Rate, 3 mo. LIBOR + .42%, 5.35%, due 06/22/10
    6,764,100    
    Total Investment Grade Corporate Collateralized Debt Obligations     55,769,700    
            Residential Asset-Backed Securities (United States) — 19.4%        
    5,863,807     Accredited Mortage Loan Trust, Series 07-1, Class A1,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 02/25/37
    5,643,760    
    2,743,669     ACE Securities Corp., Series 05-AG1, Class A2B,
Variable Rate, 1 mo. LIBOR + .21%, 3.33%, due 08/25/35
    2,596,142    
    1,534,000     ACE Securities Corp., Series 05-ASP1, Class A2C,
Variable Rate, 1 mo. LIBOR + .27%, 3.39%, due 09/25/35
    1,269,201    
    824,647     ACE Securities Corp., Series 05-SDI, Class A1,
Variable Rate, 1 mo. LIBOR + .40%, 3.52%, due 11/25/50
    657,953    
    10,000,000     ACE Securities Corp., Series 06-ASP5, Class A2C,
Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 10/25/36
    8,151,200    
    1,727,252     ACE Securities Corp., Series 06-CW1, Class A2A,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 07/25/36
    1,674,260    

 

See accompanying notes to the financial statements.


10



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Residential Asset-Backed Securities (United States) — continued        
    5,000,000     ACE Securities Corp., Series 06-CW1, Class A2B,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 07/25/36
    4,560,800    
    13,000,000     ACE Securities Corp., Series 06-HE2, Class A2C,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 05/25/36
    10,712,650    
    3,500,000     ACE Securities Corp., Series 06-HE3, Class A2B,
Variable Rate, 1 mo. LIBOR + .09%, 3.21%, due 06/25/36
    3,209,465    
    1,472,265     ACE Securities Corp., Series 06-SL1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 09/25/35
    956,972    
    2,842,284     ACE Securities Corp., Series 06-SL3, Class A1,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 06/25/36
    1,136,913    
    3,000,000     ACE Securities Corp., Series 06-SL3, Class A2,
Variable Rate, 1 mo. LIBOR + .17%, 3.29%, due 06/25/36
    900,000    
    2,068,367     ACE Securities Corp., Series 06-SL4, Class A1,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 09/25/36
    1,034,184    
    6,103,732     ACE Securities Corp., Series 07-ASL1, Class A2,
Variable Rate, 1 mo. LIBOR + .17%, 3.29%, due 12/25/36
    2,563,568    
    4,921,292     ACE Securities Corp., Series 07-WM1, Class A2A,
Variable Rate, 1 mo. LIBOR + .07%, 3.19%, due 11/25/36
    4,603,328    
    780,821     Aegis Asset Backed Securities Trust, Series 05-5, Class 1A2,
Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 12/25/35
    778,502    
    14,000,000     Argent Securities, Inc., Series 06-M1, Class AC2,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 07/25/36
    10,396,400    
    12,000,000     Argent Securities, Inc., Series 06-M2, Class A2B,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 09/25/36
    11,183,880    
    7,000,000     Argent Securities, Inc., Series 06-M2, Class A2C,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 09/25/36
    5,348,280    
    6,102,727     Argent Securities, Inc., Series 06-W2, Class A2B,
Variable Rate, 1 mo. LIBOR + .19%, 3.31%, due 03/25/36
    5,672,485    
    12,000,000     Argent Securities, Inc., Series 06-W4, Class A2B,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 05/25/36
    11,599,320    
    2,500,000     Argent Securities, Inc., Series 06-W5, Class A2C,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 06/25/36
    2,091,016    
    4,500,000     Asset Backed Funding Certificates, Series 06-OPT2, Class A3B,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 10/25/36
    4,128,750    
    3,000,000     Asset Backed Funding Certificates, Series 06-OPT2, Class A3C,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 10/25/36
    2,475,937    

 

See accompanying notes to the financial statements.


11



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Residential Asset-Backed Securities (United States) — continued        
    1,143,363     Asset Backed Funding Certificates, Series 06-OPT3, Class A3A,
Variable Rate, 1 mo. LIBOR + .06%, 3.18%, due 11/25/36
    1,104,775    
    12,437,350     Asset Backed Funding Certificates, Series 07-NC1, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .22%, 3.34%, due 05/25/37
    11,590,056    
    6,500,000     Bayview Financial Acquisition Trust, Series 05-A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .50%, 3.62%, due 02/28/40
    6,012,500    
    5,523,951     Bear Stearns Asset Backed Securities, Inc., Series 07-AQ1, Class A1,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 11/25/36
    5,284,819    
    6,000,000     Bear Stearns Asset Backed Securities, Inc., Series 07-AQ1, Class A2,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 11/25/36
    4,200,000    
    4,031,325     Bear Stearns Mortgage Funding Trust, Series 07-SL2, Class 1A,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 02/25/37
    1,693,156    
    703,007     Centex Home Equity, Series 05-C, Class AV3,
Variable Rate, 1 mo. LIBOR + .23%, 3.35%, due 06/25/35
    700,370    
    3,000,000     Centex Home Equity, Series 06-A, Class AV3,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 06/25/36
    2,597,400    
    3,500,000     Citigroup Mortgage Loan Trust, Inc., Series 06-HE3, Class A2C,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 12/25/36
    2,502,500    
    8,000,000     Citigroup Mortgage Loan Trust, Inc., Series 06-WFH4, Class A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 11/25/36
    6,829,600    
    9,712,000     Countrywide Asset-Backed Certificates, Series 06-BC3, Class 2A2,
Variable Rate, 1 mo. LIBOR + .14%, 3.26%, due 02/25/37
    8,665,685    
    5,536,212     Countrywide Asset-Backed Certificates, Series 06-BC5, Class 2A1,
Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 03/25/37
    5,341,553    
    2,491,407     Credit-Based Asset Servicing & Securitization, Series 06-RP1, Class A1,
144A, Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 04/25/36
    2,413,551    
    5,000,000     Fremont Home Loan Trust, Series 06-B, Class 2A3,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 08/25/36
    3,475,000    
    4,867,655     GE-WMC Mortgage Securities, Series 05-2, Class A2B,
Variable Rate, 1 mo. LIBOR + .17%, 3.29%, due 12/25/35
    4,758,133    
    10,000,000     GE-WMC Mortgage Securities, Series 06-1, Class A2B,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 08/25/36
    7,909,000    
    1,755,112     Household Home Equity Loan Trust, Series 05-2, Class A2,
Variable Rate, 1 mo. LIBOR + .31%, 3.43%, due 01/20/35
    1,602,362    
    1,268,723     Household Home Equity Loan Trust, Series 05-3, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 01/20/35
    1,144,824    

 

See accompanying notes to the financial statements.


12



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Residential Asset-Backed Securities (United States) — continued        
    8,204,122     Household Home Equity Loan Trust, Series 06-2, Class A1,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 03/20/36
    7,669,787    
    9,000,000     J.P. Morgan Mortgage Acquisition Corp., Series 06-WMC4, Class A3,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 12/25/36
    7,487,100    
    2,100,000     Master Asset-Backed Securities Trust, Series 05-FRE1, Class A4,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 10/25/35
    1,890,000    
    5,000,000     Master Asset-Backed Securities Trust, Series 06-FRE2, Class A4,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 03/25/36
    3,350,000    
    3,000,000     Master Asset-Backed Securities Trust, Series 06-HE2, Class A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 06/25/36
    2,070,000    
    6,760,000     Master Asset-Backed Securities Trust, Series 06-HE3, Class A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 08/25/36
    5,272,800    
    4,000,000     Master Asset-Backed Securities Trust, Series 06-NC3, Class A4,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 10/25/36
    2,720,000    
    2,497,827     Master Second Lien Trust, Series 06-1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 03/25/36
    1,099,044    
    5,498,533     Merrill Lynch Mortgage Trust, Series 06-SD1, Class A,
Variable Rate, 1 mo. LIBOR + .28%, 3.40%, due 01/25/47
    4,879,089    
    3,000,000     Morgan Stanley Home Equity Loans, Series 06-3, Class A3,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 04/25/36
    2,325,000    
    2,500,000     Morgan Stanley IXIS Real Estate Capital Trust, Series 06-2, Class A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 11/25/36
    1,912,500    
    10,000,000     Nationstar Home Equity Loan Trust, Series 06-B, Class AV3,
Variable Rate, 1 mo. LIBOR + .17%, 3.29%, due 09/25/36
    8,550,000    
    10,000,000     Nomura Home Equity Loan, Inc., Series 06-HE3, Class 2A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 07/25/36
    7,650,000    
    1,619,045     Option One Mortgage Loan Trust, Series 05-3, Class A4,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 08/25/35
    1,555,548    
    982,042     People's Choice Home Loan Securities Trust, Series 05-3, Class 1A2,
Variable Rate, 1 mo. LIBOR + .27%, 3.39%, due 08/25/35
    933,048    
    4,479,979     People's Choice Home Loan Securities Trust, Series 05-4, Class 1A2,
Variable Rate, 1 mo. LIBOR + .26%, 3.38%, due 12/25/35
    4,009,582    
    226,880     RAAC Series Trust, Series 05-RP3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .23%, 3.35%, due 05/25/39
    225,430    
    1,916,060     Residential Asset Mortgage Products, Inc., Series 05-RS4, Class A3,
Variable Rate, 1 mo. LIBOR + .23%, 3.35%, due 04/25/35
    1,754,692    

 

See accompanying notes to the financial statements.


13



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Residential Asset-Backed Securities (United States) — continued        
    8,000,000     Saxon Asset Securities Trust, Series 06-3, Class A2,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 11/25/36
    7,035,992    
    10,000,000     Securitized Asset-Backed Receivables LLC Trust, Series 06-HE1,
Class A2C, Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 07/25/36
    8,154,700    
    1,982     Security National Mortgage Loan Trust, Series 05-2A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 02/25/36
    1,966    
    5,374,153     Security National Mortgage Loan Trust, Series 06-2A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 10/25/36
    5,186,057    
    1,383,973     SG Mortgage Securities Trust, Series 05-OPT1, Class A2,
Variable Rate, 1 mo. LIBOR + .26%, 3.38%, due 10/25/35
    1,301,792    
    10,020,997     Soundview Home Equity Loan Trust, Series 07-NS1, Class A1,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 01/25/37
    9,516,815    
    4,000,000     Specialty Underwriting & Residential Finance, Series 06-BC3,
Class A2C, Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 06/25/37
    3,560,000    
    3,000,000     Structured Asset Investment Loan Trust, Series 06-1, Class A3,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 01/25/36
    2,611,244    
    2,599,087     Structured Asset Securities Corp., Series 05-S6, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 11/25/35
    2,409,106    
    Total Residential Asset-Backed Securities (United States)     286,301,542    
            Residential Mortgage-Backed Securities (Australian) — 2.3%        
    2,383,524     Australian Mortgage Securities II, Series G3, Class A1A,
Variable Rate, 3 mo. LIBOR + .21%, 4.72%, due 01/10/35
    2,329,918    
    2,925,867     Crusade Global Trust, Series 04-2, Class A1,
Variable Rate, 3 mo. LIBOR + .13%, 3.20%, due 11/19/37
    2,523,882    
    4,515,057     Crusade Global Trust, Series 06-1, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 3.95%, due 07/20/38
    4,256,209    
    6,466,942     Interstar Millennium Trust, Series 05-1G, Class A,
Variable Rate, 3 mo. LIBOR + .12%, 5.27%, due 12/08/36
    5,807,120    
    2,690,949     Medallion Trust, Series 05-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .08%, 3.18%, due 05/10/36
    2,581,751    
    2,102,902     National RMBS Trust, Series 04-1, Class A1,
Variable Rate, 3 mo. LIBOR + .11%, 5.04%, due 03/20/34
    2,007,430    
    6,679,653     National RMBS Trust, Series 06-3, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 3.96%, due 10/20/37
    6,328,704    
    7,286,100     Puma Finance Ltd., Series G5, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 3.14%, due 02/21/38
    6,684,268    

 

See accompanying notes to the financial statements.


14



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Residential Mortgage-Backed Securities (Australian) — continued        
    1,755,673     Westpac Securitization Trust, Series 05-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .07%, 4.95%, due 03/23/36
    1,682,163    
    Total Residential Mortgage-Backed Securities (Australian)     34,201,445    
            Residential Mortgage-Backed Securities (European) — 6.7%        
    11,000,000     Aire Valley Mortgages, Series 06-1A, Class 1A, 144A,
Variable Rate, 3 mo. LIBOR + .11%, 5.04%, due 09/20/66
    10,759,100    
    4,000,000     Arkle Master Issuer Plc, Series 06-1A, Class 3A, 144A,
Variable Rate, 3 mo. LIBOR + .05%, 3.12%, due 08/17/11
    3,890,040    
    3,500,000     Arkle Master Issuer Plc, Series 06-1A, Class 4A1, 144A,
Variable Rate, 3 mo. LIBOR + .09%, 3.16%, due 02/17/52
    3,318,000    
    10,000,000     Arran Residential Mortgages Funding Plc, Series 06-2A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .05%, 4.98%, due 09/20/56
    9,875,000    
    7,000,000     Brunel Residential Mortgages, Series 07-1A, Class A4C, 144A,
Variable Rate, 3 mo. LIBOR + .10%, 4.48%, due 01/13/39
    6,555,500    
    2,121,833     Gracechurch Mortgage Financing Plc, Series 06-1, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .03%, 3.10%, due 11/20/31
    2,109,526    
    1,755,027     Gracechurch Mortgage Funding Plc, Series 1A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 4.51%, due 10/11/41
    1,708,256    
    7,500,000     Granite Master Issuer Plc, Series 06-3, Class A3,
Variable Rate, 3 mo. LIBOR + .04%, 3.93%, due 12/20/54
    7,241,250    
    10,000,000     Holmes Financing Plc, Series 10A, Class 4A1, 144A,
Variable Rate, 3 mo. LIBOR + .08%, 4.34%, due 07/15/40
    9,636,100    
    14,000,000     Kildare Securities Ltd., Series 07-1A, Class A2, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 3.05%, due 12/10/43
    13,826,400    
    2,026,850     Leek Finance Plc, Series 15A, Class AB, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 5.05%, due 03/21/37
    1,991,380    
    6,459,300     Leek Finance Plc, Series 16A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .16%, 5.07%, due 09/21/37
    6,138,079    
    3,000,000     Mound Financing Plc, Series 5A, Class 2A, 144A,
Variable Rate, 3 mo. LIBOR + .04%, 3.17%, due 05/08/16
    2,921,250    
    4,422,976     Paragon Mortgages Plc, Series 12A, Class A2C, 144A,
Variable Rate, 3 mo. LIBOR + .11%, 3.18%, due 11/15/38
    3,943,127    
    3,821,048     Paragon Mortgages Plc, Series 14A, Class A2C, 144A,
Variable Rate, 3 mo. LIBOR, 5.09%, due 09/15/39
    3,415,368    
    5,000,000     Permanent Master Issuer Plc, Series 07-1, Class 4A,
Variable Rate, 3 mo. LIBOR + .08%, 4.34%, due 10/15/33
    4,743,500    

 

See accompanying notes to the financial statements.


15



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Residential Mortgage-Backed Securities (European) — continued        
    6,870,981     RMAC Securities Plc, Series 06-NS4A, Class A1B, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 5.20%, due 06/12/25
    6,850,368    
    Total Residential Mortgage-Backed Securities (European)     98,922,244    
            Residential Mortgage-Backed Securities (United States) — 0.0%        
    643,097     GreenPoint Mortgage Funding Trust, Series 05-HE4, Class 2A3C,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 07/25/30
    633,451    
            Student Loans — 6.7%        
    5,000,000     College Loan Corp. Trust, Series 04-1, Class A2,
Variable Rate, 3 mo. LIBOR + .11%, 3.44%, due 04/25/16
    4,982,031    
    7,720,000     College Loan Corp. Trust, Series 07-1, Class A1,
Variable Rate, 3 mo. LIBOR + .01%, 3.34%, due 01/25/23
    7,593,392    
    4,000,000     College Loan Corp. Trust, Series 07-2, Class A1,
Variable Rate, 3 mo. LIBOR + .25%, 3.58%, due 01/25/24
    3,961,250    
    271,926     Collegiate Funding Services Education Loan Trust I, Series 05-A, Class A1,
Variable Rate, 3 mo. LIBOR + .02%, 4.86%, due 09/29/14
    271,883    
    2,114,790     Goal Capital Funding Trust, Series 06-1, Class A1,
Variable Rate, 3 mo. LIBOR, 3.09%, due 08/25/20
    2,098,972    
    1,964,779     Keycorp Student Loan Trust, Series 05-A, Class 2A1,
Variable Rate, 3 mo. LIBOR + .05%, 4.91%, due 09/27/21
    1,932,459    
    2,485,319     Montana Higher Education Student Assistance Corp., Series 05-1, Class A,
Variable Rate, 3 mo. LIBOR + .04%, 4.97%, due 06/20/15
    2,455,247    
    8,000,000     National Collegiate Student Loan Trust, Series 05-2, Class A2,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 02/25/26
    7,715,440    
    2,000,000     National Collegiate Student Loan Trust, Series 06-1, Class A2,
Variable Rate, 1 mo. LIBOR + .14%, 3.26%, due 08/25/23
    1,912,813    
    4,720,777     National Collegiate Student Loan Trust, Series 06-A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 08/26/19
    4,564,991    
    7,000,000     Nelnet Education Loan Funding, Inc., Series 04-2A, Class A3,
Variable Rate, 3 mo. LIBOR + .10%, 3.19%, due 11/25/15
    6,927,410    
    9,000,000     Nelnet Student Loan Trust, Series 05-3, Class A3,
Variable Rate, 3 mo. LIBOR + .05%, 4.93%, due 06/22/17
    8,936,719    
    8,000,000     SLM Student Loan Trust, Series 05-3, Class A4,
Variable Rate, 3 mo. LIBOR + .07%, 3.40%, due 04/27/20
    7,780,000    
    1,452,891     SLM Student Loan Trust, Series 05-4, Class A1,
Variable Rate, 3 mo. LIBOR + .01%, 3.34%, due 10/26/15
    1,441,558    

 

See accompanying notes to the financial statements.


16



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
            Student Loans — continued        
    8,500,000     SLM Student Loan Trust, Series 06-A, Class A2,
Variable Rate, 3 mo. LIBOR + .03%, 4.29%, due 10/15/15
    8,415,000    
    14,000,000     SLM Student Loan Trust, Series 07-2, Class A2,
Variable Rate, 3 mo. LIBOR, 3.33%, due 07/25/17
    13,737,500    
    6,375,109     SLM Student Loan Trust, Series 07-5, Class A1,
Variable Rate, 3 mo. LIBOR - .01%, 3.32%, due 07/25/13
    6,340,245    
    7,500,000     SLM Student Loan Trust, Series 07-6, Class A2,
Variable Rate, 3 mo. LIBOR + .25%, 3.58%, due 01/25/19
    7,311,000    
    Total Student Loans     98,377,910    
            Trade Receivables — 0.9%        
    14,000,000     ABS Global Finance Plc, Series 06-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .10%, 2.92%, due 12/17/10
    13,767,600    
    Total Asset-Backed Securities     1,364,039,142    
            Corporate Debt — 0.6%        
JPY     500,000,000     MBIA Global Funding LLC, Series EMTN,
Variable Rate, JPY LIBOR, 1.03%, due 06/30/08
    4,767,061    
    5,000,000     TIAA Global Markets, 144A,
Variable Rate, 3 mo. LIBOR + .10%, 4.48%, due 01/12/11
    4,952,057    
    Total Corporate Debt     9,719,118    
            U.S. Government Agency — 0.2%        
    2,129,342     Agency for International Development Floater (Support of Jamaica),
Variable Rate, 4 mo. LIBOR + .30%, 3.37%, due 10/01/18
    2,129,342    
    1,000,000     U.S. Department of Transportation, 144A, 6.00%, due 12/07/21     1,109,000    
    Total U.S. Government Agency     3,238,342    
    TOTAL DEBT OBLIGATIONS (COST $1,483,588,974)     1,376,996,602    

 

See accompanying notes to the financial statements.


17



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Principal Amount   Description   Value ($)  
            OPTIONS PURCHASED — 0.9%        
            Options on Interest Rates — 0.1%        
EUR     325,000,000     EUR 6 Month LIBOR Cap Call, Expires 02/16/17, Strike 10.00%     337,279    
EUR     650,000,000     EUR 6 Month LIBOR Cap Call, Expires 02/27/17, Strike 10.00%     682,975    
      1,020,254    
            Options on Interest Rate Swaps — 0.8%        
EUR     225,000,000     EUR Swaption Call, Expires 01/07/09, Strike 4.10%     2,605,430    
EUR     225,000,000     EUR Swaption Call, Expires 01/14/09, Strike 3.91%     2,163,233    
EUR     150,000,000     EUR Swaption Call, Expires 02/12/10, Strike 3.85%     992,606    
EUR     150,000,000     EUR Swaption Call, Expires 02/22/10, Strike 3.95%     1,105,308    
EUR     225,000,000     EUR Swaption Put, Expires 01/07/09, Strike 4.10%     296,849    
EUR     225,000,000     EUR Swaption Put, Expires 01/14/09, Strike 3.91%     401,087    
GBP     14,000,000     GBP Swaption Call, Expires 02/28/11, Strike 5.17%     949,033    
GBP     40,000,000     GBP Swaption Call, Expires 04/11/08, Strike 5.86%     368,936    
GBP     40,000,000     GBP Swaption Call, Expires 04/14/08, Strike 5.86%     367,794    
GBP     40,000,000     GBP Swaption Call, Expires 04/17/08, Strike 5.97%     448,753    
GBP     60,000,000     GBP Swaption Call, Expires 04/28/08, Strike 5.91%     672,716    
GBP     60,000,000     GBP Swaption Call, Expires 05/08/08, Strike 5.96%     772,274    
GBP     14,000,000     GBP Swaption Put, Expires 02/28/11, Strike 5.17%     712,430    
GBP     40,000,000     GBP Swaption Put, Expires 04/11/08, Strike 5.86%     29,087    
GBP     40,000,000     GBP Swaption Put, Expires 04/14/08, Strike 5.86%     32,309    
GBP     40,000,000     GBP Swaption Put, Expires 04/17/08, Strike 5.97%     22,691    
GBP     60,000,000     GBP Swaption Put, Expires 04/28/08, Strike 5.91%     50,257    
GBP     60,000,000     GBP Swaption Put, Expires 05/08/08, Strike 5.96%     48,722    
      12,039,515    
    TOTAL OPTIONS PURCHASED (COST $9,521,781)     13,059,769    

 

See accompanying notes to the financial statements.


18



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
            SHORT-TERM INVESTMENTS — 6.0%        
            Money Market Funds — 3.8%        
    56,043,378     State Street Institutional Liquid Reserves Fund-Institutional Class     56,043,378    
            Other Short-Term Investments — 2.2%        
    15,000,000     Sheffield Receivables Commercial Paper, 3.30%, due 03/18/08     14,976,625    
    6,000,000     U.S. Treasury Bill, 1.78%, due 05/01/08 (a) (b)      5,982,006    
    6,500,000     U.S. Treasury Bill, 1.78%, due 06/19/08 (a) (b)      6,465,186    
    5,000,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (a) (b)      4,964,645    
    Total Other Short-Term Investments     32,388,462    
    TOTAL SHORT-TERM INVESTMENTS (COST $88,383,809)     88,431,840    
          TOTAL INVESTMENTS — 100.0%
(Cost $1,581,494,564)
    1,478,488,211    
          Other Assets and Liabilities (net) — (0.0%)     (312,477 )  
    TOTAL NET ASSETS — 100.0%   $ 1,478,175,734    

 

See accompanying notes to the financial statements.


19



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys  
3/03/08   GBP     805,000     $ 1,599,575     $ 845    
Sales  
4/22/08   JPY     500,000,000     $ 4,826,935     $ (179,230 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  4,585     Eurodollar 90 Day   December 2008   $ 1,120,917,875     $ 2,224,138    
Sales      
  4,585     Eurodollar 90 Day   December 2009   $ 1,113,409,938     $ (2,418,175 )  
  78     U.S. Treasury Note 10 Yr.   June 2008     9,147,938       (163,491 )  
  51     U.S. Treasury Note 5 Yr. (CBT)   June 2008     5,826,750       (78,608 )  
                $ 1,128,384,626     $ (2,660,274 )  

 

Reverse Repurchase Agreements

Average balance outstanding   $ (77,501,730 )  
Average interest rate     1.44 %  
Maximum balance outstanding   $ (135,993,112 )  
Average shares outstanding     52,540,106    
Average balance per share outstanding   $ (1.48 )  
Days Outstanding     97    

 

Average balance outstanding was calculated based on daily balances outstanding during the period that the Fund had entered into reverse repurchase agreements. There were no reverse repurchase agreements outstanding at the end of the period.

See accompanying notes to the financial statements.


20



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Written Options

    Notional
Amount
  Expiration
Date
    Description   Premiums   Market Value  
Call   $ 150,000,000     02/12/2009   EUR   Interest Rate Swaption,            
   
                    Strike 3.50%   $ (667,309 )   $ (985,205 )  
Call     150,000,000     02/20/2009   EUR   Interest Rate Swaption,
Strike 3.62%
    (639,820 )     (1,201,113 )  
Call     40,000,000     04/11/2008   GBP   Interest Rate Swaption,
Strike 5.67%
    (175,426 )     (252,166 )  
Put     40,000,000     04/11/2008   GBP   Interest Rate Swaption,
Strike 6.44%
    (183,502 )     (1,963 )  
Call     40,000,000     04/14/2008   GBP   Interest Rate Swaption,
Strike 5.59%
    (175,254 )     (218,093 )  
Put     40,000,000     04/14/2008   GBP   Interest Rate Swaption,
Strike 6.50%
    (177,100 )     (1,831 )  
Call     40,000,000     04/17/2008   GBP   Interest Rate Swaption,
Strike 5.52%
    (180,256 )     (191,684 )  
Put     40,000,000     04/17/2008   GBP   Interest Rate Swaption,
Strike 6.50%
    (164,703 )     (2,180 )  
Call     60,000,000     04/28/2008   GBP   Interest Rate Swaption,
Strike 5.35%
    (257,481 )     (232,364 )  
Call     60,000,000     05/08/2008   GBP   Interest Rate Swaption,
Strike 5.25%
    (290,051 )     (217,382 )  
                        $ (2,910,902 )   $ (3,303,981 )  

 

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  13,000,000     USD   9/20/2010   Morgan Stanley   Receive     0.40 %   Eagle Creek CDO   $ (982,861 )  
  100,000,000     USD   12/20/2012   Morgan Stanley   (Pay)     1.20 %   Reference security
within CDX Index
    (293,952 )  
  500,000,000     USD   12/20/2012   Morgan Stanley   Receive     0.70 %   Reference security
within CDX Index
    (17,768 )  

 

See accompanying notes to the financial statements.


21



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Credit Default Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  500,000,000     USD   12/20/2012   Morgan Stanley   Receive     0.71 %   Reference security    
   
                                within CDX Index   $ 202,434    
  7,000,000     USD   3/20/2013   Morgan Stanley   Receive     0.25 %   MS Synthetic 2006-1     (1,005,663 )  
  5,000,000     USD   3/20/2015   Lehman Brothers   Receive     0.88 %   AAA CDO     (1,191,322 )  
    Premiums to (Pay) Receive   $     $ (3,289,132 )  

 

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  1,000,000,000     NOK   3/14/2009   Morgan Stanley   Receive     5.33 %   3 month    
   
                                NOK NIBOR   $ (1,016,169 )  
  665,000,000     USD   3/4/2010   Morgan Stanley   (Pay)     2.57 %   3 month LIBOR     (636,923 )  
  1,059,000,000     NOK   3/15/2010   Morgan Stanley   (Pay)     5.17 %   3 month
NOK NIBOR
    141,486    
  176,000,000     AUD   6/18/2010   Barclays Bank PLC   Receive     7.40 %   3 month
AUD BBSW
    (468,117 )  
  133,000,000     AUD   6/18/2010   Deutsche Bank AG   Receive     7.40 %   3 month
AUD BBSW
    (353,747 )  
  181,000,000     CAD   6/18/2010   JP Morgan Chase Bank   Receive     4.40 %   3 month CDOR     3,634,009    
  2,390,000,000     SEK   6/18/2010   Morgan Stanley   (Pay)     4.40 %   3 month
SEK STIBOR
    (1,275,935 )  
  314,000,000     CHF   6/18/2010   Morgan Stanley   (Pay)     3.00 %   6 month
CHF LIBOR
    (2,854,478 )  
  37,700,000,000     JPY   6/18/2010   Citigroup   (Pay)     1.00 %   6 month JPY LIBOR     (822,055 )  
  25,200,000,000     JPY   6/18/2010   JP Morgan Chase Bank   (Pay)     1.00 %   6 month JPY LIBOR     (549,490 )  
  5,000,000     USD   2/7/2012   Deutsche Bank AG   (Pay)     4.33 %   3 month LIBOR     (230,651 )  
  280,000,000     USD   3/4/2013   Morgan Stanley   Receive     3.40 %   3 month LIBOR     386,589    
  15,000,000     USD   2/8/2015   JP Morgan Chase Bank   (Pay)     4.47 %   3 month LIBOR     (620,351 )  
  43,000,000     CAD   6/18/2018   JP Morgan Chase Bank   (Pay)     4.80 %   3 month CDOR     (1,614,461 )  
  569,000,000     SEK   6/18/2018   Morgan Stanley   Receive     4.80 %   3 month
SEK STIBOR
    778,099    

 

See accompanying notes to the financial statements.


22



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Interest Rate Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  46,000,000     AUD   6/18/2018   Barclays Bank PLC   (Pay)     7.10 %   6 month    
   
                                AUD BBSW   $ 574,053    
  35,000,000     AUD   6/18/2018   Deutsche Bank AG   (Pay)     7.10 %   6 month
AUD BBSW
    436,873    
  71,000,000     CHF   6/18/2018   Morgan Stanley   Receive     3.50 %   6 month
CHF LIBOR
    1,033,936    
  7,900,000,000     JPY   6/18/2018   Citigroup   Receive     1.75 %   6 month JPY LIBOR     933,420    
  5,300,000,000     JPY   6/18/2018   JP Morgan Chase Bank   Receive     1.75 %   6 month JPY LIBOR     626,218    
    Premiums to (Pay) Receive   $ 717,873     $ (1,897,694 )  

 

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

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

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

BBSW - Bank Bill Swap Reference Rate

CDO - Collateralized Debt Obligation

CDOR - Canadian Dollar Offered Rate

CMBS - Collateralized Mortgage Backed Security

EMTN - Euromarket Medium Term Note

FGIC - Insured as to the payment of principal and interest by Financial Guaranty Insurance Corporation.

FSA - Insured as to the payment of principal and interest by Financial Security Assurance.

LIBOR - London Interbank Offered Rate

MBIA - Insured as to the payment of principal and interest by MBIA Insurance Corp.

NIBOR - Norwegian Interbank Offered Rate

RMBS - Residential Mortgage Backed Security

STIBOR - Stockholm Interbank Offered Rate

See accompanying notes to the financial statements.


23



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Variable rate - The rates shown on variable rate notes are the current interest rates at February 29, 2008, which are subject to change based on the terms of the security.

XL - Insured as to the payment of principal and interest by XL Capital Assurance.

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

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

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

NOK - Norwegian Krone

SEK - Swedish Krona

USD - United States Dollar

See accompanying notes to the financial statements.


24




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $1,581,494,564) (Note 2)   $ 1,478,488,211    
Interest receivable     3,832,333    
Unrealized appreciation on open forward currency contracts (Note 2)     845    
Receivable for variation margin on open futures contracts (Note 2)     6,622,796    
Receivable for open swap contracts (Note 2)     8,747,117    
Receivable for expenses reimbursed by Manager (Note 3)     48,923    
Total assets     1,497,740,225    
Liabilities:  
Payable for investments purchased     1,964,075    
Written options outstanding, at value (premiums $2,910,902) (Note 2)     3,303,981    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     1,767    
Unrealized depreciation on open forward currency contracts (Note 2)     179,230    
Interest payable for open swap contracts     16,068    
Payable for open swap contracts (Note 2)     13,933,943    
Accrued expenses     165,427    
Total liabilities     19,564,491    
Net assets   $ 1,478,175,734    
Shares outstanding:     57,557,153    
Net asset value per share:   $ 25.68    

 

See accompanying notes to the financial statements.


25



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Interest   $ 84,344,012    
Dividends     1,208,206    
Total investment income     85,552,218    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     222,547    
Audit and tax fees     100,553    
Legal fees     43,009    
Trustees fees and related expenses (Note 3)     15,095    
Interest expense (Note 2)     1,117,209    
Miscellaneous     14,212    
Total expenses     1,512,625    
Fees and expenses reimbursed by Manager (Note 3)     (365,140 )  
Net expenses     1,147,485    
Net investment income (loss)     84,404,733    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     9,206,735    
Closed futures contracts     30,234,990    
Closed swap contracts     (34,191,364 )  
Written options     (4,669,140 )  
Foreign currency, forward contracts and foreign currency related transactions     (182,755 )  
Net realized gain (loss)     398,466    
Change in net unrealized appreciation (depreciation) on:  
Investments     (105,271,062 )  
Open futures contracts     (201,411 )  
Open swap contracts     (5,685,946 )  
Written options     647,335    
Foreign currency, forward contracts and foreign currency related transactions     (178,782 )  
Net unrealized gain (loss)     (110,689,866 )  
Net realized and unrealized gain (loss)     (110,291,400 )  
Net increase (decrease) in net assets resulting from operations   $ (25,886,667 )  

 

See accompanying notes to the financial statements.


26



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 84,404,733     $ 71,699,954    
Net realized gain (loss)     398,466       (41,675,218 )  
Change in net unrealized appreciation (depreciation)     (110,689,866 )     11,010,275    
Net increase (decrease) in net assets from operations     (25,886,667 )     41,035,011    
Net share transactions (Note 7):     (246,005,000 )     696,755,000    
Total increase (decrease) in net assets     (271,891,667 )     737,790,011    
Net assets:  
Beginning of period     1,750,067,401       1,012,277,390    
End of period   $ 1,478,175,734     $ 1,750,067,401    

 

See accompanying notes to the financial statements.


27




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Financial Highlights
(For a share outstanding throughout each period)

    Year Ended February 28/29,  
    2008   2007   2006   2005(a)   
Net asset value, beginning of period   $ 25.99     $ 25.23     $ 25.17     $ 25.00    
Income (loss) from investment operations:  
Net investment income (loss)      1.41       1.36       0.96       0.15    
Net realized and unrealized gain (loss)     (1.72 )     (0.60 )     (0.90 )     0.02    
Total from investment operations     (0.31 )     0.76       0.06       0.17    
Net asset value, end of period   $ 25.68     $ 25.99     $ 25.23     $ 25.17    
Total Return(b)      (1.19 )%     3.01 %     0.24 %     0.68 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,478,176     $ 1,750,067     $ 1,012,277     $ 582,279    
Net operating expenses to average daily net assets     0.00 %(c)      0.00 %(c)      0.00 %(c)      0.01 %*   
Interest expense to average daily net assets     0.07 %     0.00 %(c)               
Total net expenses to average daily net assets     0.07 %     0.00 %(c)      0.00 %(c)      0.01 %*   
Net investment income to average daily net assets     5.38 %     5.36 %     3.84 %     2.21 %*   
Portfolio turnover rate     41 %     93 %     31 %     8 %**   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.02 %     0.03 %     0.03 %     0.06 %*   

 

(a)  Period from November 22, 2004 (commencement of operations) through February 28, 2005.

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

(c)  Ratio is less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


28




GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

GMO World Opportunity Overlay 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 Funds into classes.

The Fund seeks total return greater than that of the JPMorgan U.S. 3 Month Cash Index. The Fund's investment program has two principal components. One component of the Fund's investment program involves the use of derivatives, primarily interest rate swap contracts and/or futures contracts, to seek to exploit misvaluations in world interest rates and to add value relative to the JPMorgan U.S. 3 Month Cash Index. The other component of the Fund's investment program involves making direct investments primarily in high quality U.S. and foreign fixed income securities, in particular asset-backed securities, to gain exposure to the JPMorgan U.S. 3 Month Cash Index (and to securities with similar characteristics to those in the benchmark) and to generate a core return.

Shares of the Fund are not publicly offered and are principally available only to other funds of the Trust and certain accredited investors.

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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 investment 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 pursuant to


29



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 34.69% of net assets.

The Fund invests in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including 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


30



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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

Options

The Fund may write call and put options. 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


31



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Written options outstanding at the end of the period are listed in the Fund's Schedule of Investments.

For the year ended February 29, 2008, the Fund's investment activity in written option contracts was as follows:

    Puts   Calls  
    Principal
Amount
of Contracts
  Premiums   Principal
Amount
of Contracts
  Premiums  
Outstanding, beginning of period   $ (810,000,000 )   $ (2,766,300 )   $ (485,000,000 )   $ (2,750,050 )  
Options written     (6,318,009,776 )     (42,176,990 )     (33,938,004,900 )     (44,213,933 )  
Options exercised     1,884,000,000       13,161,944       3,628,000,000       26,594,606    
Options expired     4,578,000,000       28,094,198       30,069,000,000       15,178,580    
Options sold     546,009,776       3,161,843       186,004,900       2,805,200    
    $ (120,000,000 )   $ (525,305 )   $ (540,000,000 )   $ (2,385,597 )  

 

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. Purchased options outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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.


32



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. There were no loan agreements outstanding at the end of the period.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated


33



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities


34



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. There were no reverse repurchase agreements outstanding at the end of the period.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes

The Fund elected to be taxed as a partnership for federal income tax purposes. As a partnership, the Fund will not be subject to federal and state income tax. Instead, each shareholder is responsible for the tax liability or benefit related to his/her allocable share of taxable income or loss. Accordingly, no provision (benefit) for federal and state income taxes is reflected in the accompanying financial statements.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,581,587,197     $ 6,024,169     $ (109,123,155 )   $ (103,098,986 )  

 

Distributions

The Fund does not intend to make any distributions to its shareholders but may do so in the sole discretion of the Trustees.

Security transactions and related investment income

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


35



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.


36



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

3.  Fees and other transactions with affiliates

GMO does not charge the Fund any management or service fees for its services. In addition, the Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $12,979 and $6,238, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $     $ 31,895,400    
Investments (non-U.S. Government securities)     617,025,927       762,614,823    

 

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.


37



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 71.31% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Each of the shareholders are other funds of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, there were no shares held by related parties, and all of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
    Shares   Amount   Shares   Amount  
Shares sold     53,723,671     $ 1,403,880,000       47,430,776     $ 1,214,765,000    
Shares repurchased     (63,507,548 )     (1,649,885,000 )     (20,215,136 )     (518,010,000 )  
Net increase (decrease)     (9,783,877 )   $ (246,005,000 )     27,215,640     $ 696,755,000    

 


38




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO World Opportunity Overlay Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO World Opportunity Overlay Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


39



GMO World Opportunity Overlay Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
1) Actual     0.00 %**    $ 1,000.00     $ 974.20     $ 0.01    
2) Hypothetical     0.00 %**    $ 1,000.00     $ 1,024.86     $ 0.01    

 

*  Expenses are calculated using the annualized expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.

**  Annualized net expense ratios are less than 0.01%.


40



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


41



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


42



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


43



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


44




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Portfolio Managers

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

Management Discussion and Analysis of Fund Performance

The GMO Tax-Managed U.S. Equities Fund returned -6.8% for the fiscal year ended February 29, 2008, as compared to -3.8% for the Russell 3000 Index+. On an after-tax basis, the Fund returned -7.5% compared to the benchmark's -4.1% for the same period. The Fund was invested substantially in U.S. equity securities throughout the period.

The portfolio's underperformance for the fiscal year is attributed primarily to stock selection. Sector selection had a neutral effect. The portfolio benefited from being underweight in Financials, the weakest sector for the period. Overweight exposure to Consumer Discretionary stocks, the next weakest sector, worked against the portfolio.

Stock selection accounted for the majority of the portfolio's underperformance in the period. Selections within Financials and Consumer Discretionary stocks accounted for the lion's share of the deficit. Overweight exposure to Citigroup and Fannie Mae worked against the portfolio. Within Consumer Discretionary stocks, overweight exposure to Home Depot and Lowes were the chief disappointments.

For the fiscal year, the crux of the underperformance came from poor returns from the valuation-based stock selection strategy. While the portfolio's valuation strategy gives explicit credit to companies with strong financial quality (high, stable profitability and low debt), this approach worked poorly for the majority of the period. The momentum-based strategy was more successful, finishing in positive territory after a lackluster start to the fiscal year.

Note: Russell 3000 Index+ represents the S&P 500 Index prior to 10/15/2007 and the Russell 3000 Index thereafter.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.

*  Russell 3000 Index+ represents the S&P 500 Index prior to 10/15/2007 and the Russell 3000 Index thereafter. Fund returns do not reflect the tax effect a shareholder would pay on Fund distributions or the redemption of Fund shares.



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     97.8 %  
Short-Term Investments     2.1    
Other     0.1    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     22.6 %  
Energy     16.4    
Information Technology     16.4    
Consumer Staples     16.0    
Consumer Discretionary     10.0    
Industrials     6.7    
Financials     5.9    
Telecommunication Services     2.7    
Materials     2.3    
Utilities     1.0    
      100.0 %  

 


1




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 97.8%  
        Consumer Discretionary — 9.8%  
    900     Abercrombie & Fitch Co.-Class A     69,777    
    7,600     Amazon.com, Inc. *      489,972    
    2,850     American Eagle Outfitters, Inc.     60,904    
    8,300     Apollo Group, Inc.-Class A *      509,454    
    5,800     AutoNation, Inc. *      84,506    
    1,800     AutoZone, Inc. *      207,144    
    5,600     Bed Bath & Beyond, Inc. *      158,704    
    1,600     Carnival Corp.     62,960    
    5,200     Coach, Inc. *      157,664    
    2,600     Discovery Holding Co.-Class A *      58,682    
    600     Dollar Tree Stores, Inc. *      16,098    
    3,500     Expedia, Inc. *      80,255    
    2,700     Family Dollar Stores, Inc.     51,705    
    26,069     Ford Motor Co. *      170,231    
    900     GameStop Corp.-Class A *      38,124    
    4,600     Gannett Co., Inc.     138,690    
    800     General Motors Corp.     18,624    
    4,000     Goodyear Tire & Rubber Co. (The) *      108,400    
    4,300     Harley-Davidson, Inc.     159,788    
    3,900     Hasbro, Inc.     100,503    
    69,700     Home Depot, Inc.     1,850,535    
    1,700     IAC/InterActive Corp. *      33,830    
    1,500     ITT Educational Services, Inc. *      82,830    
    7,200     Johnson Controls, Inc.     236,592    
    5,600     Kohl's Corp. *      248,864    
    1,100     Liberty Global, Inc.-Class A *      41,360    
    700     Liberty Media Holding Corp. Capital-Class A *      81,277    
    2,300     Liz Claiborne, Inc.     40,894    
    40,300     Lowe's Cos., Inc.     965,991    
    4,800     Mattel Co.     92,736    
    9,400     McDonald's Corp.     508,634    
    1,952     MGM Mirage *      120,224    
    4,300     Nike, Inc.-Class B     258,860    
    1,800     Nordstrom, Inc.     66,654    

 

See accompanying notes to the financial statements.


2



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Consumer Discretionary — continued  
    500     Polo Ralph Lauren Corp.     31,095    
    1,100     RadioShack Corp.     19,195    
    1,100     Ross Stores, Inc.     30,635    
    600     Sherwin-Williams Co. (The)     31,068    
    8,200     Staples, Inc.     182,450    
    1,300     Starbucks Corp. *      23,361    
    9,600     Target Corp.     505,056    
    2,600     Tiffany & Co.     97,864    
    3,200     VF Corp.     243,328    
    4,300     Yum! Brands, Inc.     148,135    
    Total Consumer Discretionary     8,683,653    
        Consumer Staples — 15.6%  
    20,600     Altria Group, Inc.     1,506,684    
    7,100     Anheuser-Busch Cos., Inc.     334,339    
    4,000     Avon Products, Inc.     152,240    
    48,700     Coca-Cola Co. (The)     2,847,002    
    2,100     Colgate-Palmolive Co.     159,789    
    1,800     Costco Wholesale Corp.     111,456    
    1,000     CVS Caremark Corp.     40,380    
    2,000     Energizer Holdings, Inc. *      185,660    
    1,800     Estee Lauder Cos. (The), Inc.-Class A     76,644    
    5,100     Kimberly-Clark Corp.     332,418    
    8,237     Kraft Foods, Inc.     256,747    
    4,700     Kroger Co. (The)     113,975    
    21,600     PepsiCo, Inc.     1,502,496    
    15,200     Procter & Gamble Co. (The)     1,005,936    
    3,000     Safeway, Inc.     86,220    
    1,757     Supervalu, Inc.     46,121    
    9,100     Tyson Foods, Inc.-Class A     131,131    
    2,100     UST, Inc.     114,009    
    11,500     Walgreen Co.     419,865    
    88,500     Wal-Mart Stores, Inc.     4,388,715    
    300     WM Wrigley Jr. Co.     17,958    
    Total Consumer Staples     13,829,785    

 

See accompanying notes to the financial statements.


3



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Energy — 16.0%  
    2,300     Anadarko Petroleum Corp.     146,602    
    2,900     Apache Corp.     332,659    
    2,300     Cameron International Corp. *      97,704    
    39,900     Chevron Corp.     3,457,734    
    14,574     ConocoPhillips     1,205,416    
    1,200     Devon Energy Corp.     123,264    
    1,000     Diamond Offshore Drilling, Inc.     120,830    
    56,900     Exxon Mobil Corp.     4,950,869    
    300     FMC Technologies, Inc. *      16,998    
    2,100     Halliburton Co.     80,430    
    1,100     Hess Corp.     102,498    
    3,400     Marathon Oil Corp.     180,744    
    700     Murphy Oil Corp.     56,266    
    800     Noble Corp.     39,320    
    9,600     Occidental Petroleum Corp.     742,752    
    14,900     Schlumberger Ltd.     1,288,105    
    2,200     Smith International, Inc.     138,666    
    300     Sunoco, Inc.     18,324    
    4,189     Transocean, Inc. *      588,596    
    7,500     Valero Energy Corp.     433,275    
    1,500     Weatherford International Ltd. *      103,380    
    Total Energy     14,224,432    
        Financials — 5.8%  
    700     ACE Ltd.     39,368    
    2,900     Aflac, Inc.     180,989    
    12,000     Allstate Corp. (The)     572,760    
    11,100     American International Group, Inc.     520,146    
    1,800     AON Corp.     74,898    
    17,108     Bank of America Corp.     679,872    
    1,000     BB&T Corp.     31,130    
    800     Brown & Brown, Inc.     14,264    
    1,200     Chubb Corp.     61,080    
    47,800     Citigroup, Inc.     1,133,338    

 

See accompanying notes to the financial statements.


4



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Financials — continued  
    600     CNA Financial Corp.     15,990    
    1,100     Comerica, Inc.     39,864    
    900     Eaton Vance Corp.     28,665    
    4,300     Fannie Mae     118,895    
    400     First American Corp.     13,932    
    1,300     Franklin Resources, Inc.     122,681    
    400     Goldman Sachs Group, Inc.     67,852    
    1,200     Leucadia National Corp.     54,312    
    100     Markel Corp. *      46,475    
    500     MetLife, Inc.     29,130    
    800     Moody's Corp.     30,384    
    500     Morgan Stanley     21,060    
    7,100     National City Corp.     112,606    
    4,387     Old Republic International Corp.     60,190    
    4,500     Progressive Corp. (The)     82,485    
    2,300     Prudential Financial, Inc.     167,831    
    800     Safeco Corp.     37,008    
    1,200     SEI Investment Co.     30,012    
    2,100     Torchmark Corp.     126,546    
    7,000     Travelers Cos. (The), Inc.     324,870    
    5,400     Unum Group     123,714    
    4,600     US Bancorp     147,292    
    1,250     W.R. Berkley Corp.     35,988    
    Total Financials     5,145,627    
        Health Care — 22.1%  
    12,300     Abbott Laboratories     658,665    
    5,600     Aetna, Inc.     277,760    
    5,800     AmerisourceBergen Corp.     241,976    
    3,900     Amgen, Inc. *      177,528    
    200     Bard (C.R.), Inc.     18,958    
    2,700     Baxter International, Inc.     159,354    
    2,100     Biogen Idec, Inc. *      122,556    
    6,000     Bristol-Myers Squibb Co.     135,660    

 

See accompanying notes to the financial statements.


5



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Health Care — continued  
    4,600     Cardinal Health, Inc.     272,044    
    4,600     Cigna Corp.     205,068    
    3,300     Coventry Health Care, Inc. *      171,171    
    700     DENTSPLY International, Inc.     27,328    
    8,500     Eli Lilly & Co.     425,170    
    13,400     Express Scripts, Inc. *      791,940    
    9,200     Forest Laboratories, Inc. *      365,884    
    1,000     Gilead Sciences, Inc. *      47,320    
    900     Health Net, Inc. *      39,546    
    600     Intuitive Surgical, Inc. *      169,152    
    300     Invitrogen Corp. *      25,347    
    42,500     Johnson & Johnson     2,633,300    
    4,700     King Pharmaceuticals, Inc. *      49,820    
    8,000     McKesson Corp.     470,080    
    8,526     Medco Health Solutions, Inc. *      377,787    
    9,200     Medtronic, Inc.     454,112    
    54,200     Merck & Co., Inc.     2,401,060    
    157,230     Pfizer, Inc.     3,503,084    
    2,600     Quest Diagnostics, Inc.     123,942    
    11,400     Schering-Plough Corp.     247,380    
    1,800     St. Jude Medical, Inc. *      77,364    
    9,500     Stryker Corp.     618,545    
    58,400     UnitedHealth Group, Inc.     2,714,432    
    1,000     Waters Corp. *      59,610    
    6,600     WellPoint, Inc. *      462,528    
    7,500     Wyeth     327,150    
    10,500     Zimmer Holdings, Inc. *      790,545    
    Total Health Care     19,643,166    
        Industrials — 6.6%  
    14,900     3M Co.     1,168,160    
    4,000     Caterpillar, Inc.     289,320    
    900     CH Robinson Worldwide, Inc.     45,693    
    3,000     CSX Corp.     145,560    
    400     Cummins, Inc.     20,152    

 

See accompanying notes to the financial statements.


6



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    4,800     Danaher Corp.     355,920    
    5,900     Deere & Co.     502,739    
    200     Eaton Corp.     16,126    
    300     Emerson Electric Co.     15,288    
    1,100     FedEx Corp.     96,943    
    300     Flowserve Corp.     32,670    
    1,300     Fluor Corp.     181,025    
    600     General Dynamics Corp.     49,110    
    1,100     Goodrich Corp.     65,153    
    8,100     Honeywell International, Inc.     466,074    
    2,900     Illinois Tool Works, Inc.     142,303    
    1,400     Ingersoll-Rand     58,604    
    1,100     ITT Industries, Inc.     61,864    
    1,900     Jacobs Engineering Group, Inc. *      152,551    
    1,700     L-3 Communications Holdings, Inc.     180,693    
    1,500     Masco Corp.     28,035    
    1,300     Northrop Grumman Corp.     102,193    
    9,025     Paccar, Inc.     391,505    
    1,300     Pall Corp.     51,181    
    1,700     Parker-Hannifin Corp.     109,871    
    800     Pitney Bowes, Inc.     28,624    
    2,200     Precision Castparts Corp.     242,858    
    1,700     Textron, Inc.     92,089    
    500     Union Pacific Corp.     62,380    
    1,900     United Parcel Service, Inc.-Class B     133,456    
    6,200     United Technologies Corp.     437,162    
    1,400     W.W. Grainger, Inc.     103,124    
    Total Industrials     5,828,426    
        Information Technology — 16.0%  
    600     Adobe Systems, Inc. *      20,190    
    1,500     Affiliated Computer Services, Inc.-Class A *      76,125    
    1,700     Analog Devices, Inc.     45,764    
    9,000     Apple, Inc. *      1,125,180    
    1,100     Arrow Electronics, Inc. *      35,871    

 

See accompanying notes to the financial statements.


7



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    2,700     Avnet, Inc. *      91,017    
    300     BMC Software, Inc. *      9,684    
    2,100     CA, Inc.     48,048    
    1,700     Cadence Design Systems, Inc. *      18,054    
    61,200     Cisco Systems, Inc. *      1,491,444    
    500     Citrix Systems, Inc. *      16,465    
    4,600     Corning, Inc.     106,858    
    1,000     Cypress Semiconductor Corp. *      21,740    
    49,100     Dell, Inc. *      974,635    
    27,661     eBay, Inc. *      729,144    
    38,600     EMC Corp. *      599,844    
    4,900     Fiserv, Inc. *      257,838    
    900     FLIR Systems, Inc. *      25,614    
    1,700     Google, Inc.-Class A *      801,006    
    5,500     Hewlett-Packard Co.     262,735    
    22,100     Intel Corp.     440,895    
    13,500     International Business Machines Corp.     1,537,110    
    1,700     Juniper Networks, Inc. *      45,594    
    1,900     KLA-Tencor Corp.     79,819    
    2,300     Lexmark International, Inc. *      75,969    
    2,400     McAfee, Inc. *      79,848    
    90,200     Microsoft Corp.     2,455,244    
    1,000     NCR Corp. *      22,160    
    35,800     Oracle Corp. *      673,040    
    43,800     Qualcomm, Inc.     1,855,806    
    600     Texas Instruments, Inc.     17,976    
    900     Total System Services, Inc.     20,007    
    2,000     VeriSign, Inc. *      69,600    
    3,200     Xilinx, Inc.     71,552    
    Total Information Technology     14,201,876    
        Materials — 2.3%  
    900     Air Products & Chemicals, Inc.     82,197    
    3,800     Alcoa, Inc.     141,132    
    500     Ball Corp.     22,050    

 

See accompanying notes to the financial statements.


8



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Materials — continued  
    1,300     Celanese Corp.-Class A     50,570    
    2,700     Dow Chemical Co. (The)     101,763    
    200     Eastman Chemical Co.     13,162    
    1,200     Lubrizol Corp.     69,960    
    400     Martin Marietta Materials, Inc.     43,040    
    8,500     Monsanto Co.     983,280    
    2,000     Owens-IIlinois, Inc. *      112,900    
    1,500     PPG Industries, Inc.     92,970    
    1,600     Praxair, Inc.     128,448    
    500     Sealed Air Corp.     12,105    
    200     Vulcan Materials Co.     14,020    
    2,100     Weyerhaeuser Co.     128,520    
    Total Materials     1,996,117    
        Telecommunication Services — 2.6%  
    21,763     AT&T, Inc.     758,005    
    600     CenturyTel, Inc.     21,714    
    42,642     Verizon Communications, Inc.     1,548,757    
    Total Telecommunication Services     2,328,476    
        Utilities — 1.0%  
    3,200     American Electric Power Co., Inc.     130,944    
    1,200     Centerpoint Energy, Inc.     17,616    
    1,100     Constellation Energy Group, Inc.     97,185    
    1,800     Edison International     88,920    
    1,400     Entergy Corp.     143,836    
    1,300     FPL Group, Inc.     78,377    
    1,000     Mirant Corp. *      37,000    
    1,700     NRG Energy, Inc. *      70,159    
    2,800     Public Service Enterprise Group, Inc.     123,480    
    2,900     Reliant Energy, Inc. *      66,120    
    Total Utilities     853,637    
    TOTAL COMMON STOCKS (COST $86,982,840)     86,735,195    

 

See accompanying notes to the financial statements.


9



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        SHORT-TERM INVESTMENTS — 2.1%  
    1,621,799     Citigroup Global Markets Repurchase Agreement, dated 02/29/08,
due 03/03/08, with a maturity value of $1,621,900 and an effective
yield of 0.75%, collateralized by a U.S. Treasury Bond with a rate of
11.25%, maturity date of 02/15/15, and a market value, including
accrued interest, of $1,651,245.
    1,621,799    
    200,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (a)      198,586    
    TOTAL SHORT-TERM INVESTMENTS (COST $1,819,970)     1,820,385    
      TOTAL INVESTMENTS — 99.9%
(Cost $88,802,810)
    88,555,580    
      Other Assets and Liabilities (net) — 0.1%     130,018    
    TOTAL NET ASSETS — 100.0%   $ 88,685,598    

 

Notes to Schedule of Investments:

*  Non-income producing security.

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

See accompanying notes to the financial statements.


10




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $88,802,810) (Note 2)   $ 88,555,580    
Dividends and interest receivable     194,508    
Receivable for expenses reimbursed by Manager (Note 3)     31,270    
Total assets     88,781,358    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     23,532    
Shareholder service fee     10,696    
Trustees and Chief Compliance Officer of GMO Trust fees     98    
Accrued expenses     61,434    
Total liabilities     95,760    
Net assets   $ 88,685,598    
Net assets consist of:  
Paid-in capital   $ 88,928,493    
Accumulated undistributed net investment income     213,290    
Distributions in excess of net realized gain     (208,955 )  
Net unrealized depreciation     (247,230 )  
    $ 88,685,598    
Net assets attributable to:  
Class III shares   $ 88,685,598    
Shares outstanding:  
Class III     7,266,167    
Net asset value per share:  
Class III   $ 12.21    

 

See accompanying notes to the financial statements.


11



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 2,167,892    
Interest     84,900    
Total investment income     2,252,792    
Expenses:  
Management fee (Note 3)     366,235    
Shareholder service fee – Class III (Note 3)     166,471    
Custodian, fund accounting agent and transfer agent fees     38,349    
Audit and tax fees     48,602    
Legal fees     23,608    
Trustees fees and related expenses (Note 3)     23,220    
Registration fees     184    
Miscellaneous     2,185    
Total expenses     668,854    
Fees and expenses reimbursed by Manager (Note 3)     (134,700 )  
Expense reductions (Note 2)     (9 )  
Net expenses     534,145    
Net investment income (loss)     1,718,647    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     6,146,177    
Closed futures contracts     (60,668 )  
Net realized gain (loss)     6,085,509    
Change in net unrealized appreciation (depreciation) on investments     (13,115,568 )  
Net realized and unrealized gain (loss)     (7,030,059 )  
Net increase (decrease) in net assets resulting from operations   $ (5,311,412 )  

 

See accompanying notes to the financial statements.


12



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 1,718,647     $ 1,733,783    
Net realized gain (loss)     6,085,509       3,529,504    
Change in net unrealized appreciation (depreciation)     (13,115,568 )     2,169,764    
Net increase (decrease) in net assets from operations     (5,311,412 )     7,433,051    
Distributions to shareholders from:  
Net investment income  
Class III     (1,800,557 )     (1,642,938 )  
Net realized gains  
Class III     (1,256,863 )        
      (3,057,420 )     (1,642,938 )  
Net share transactions (Note 7):  
Class III     (19,670,155 )     (10,404,882 )  
Total increase (decrease) in net assets     (28,038,987 )     (4,614,769 )  
Net assets:  
Beginning of period     116,724,585       121,339,354    
End of period (including accumulated undistributed net investment
income of $213,290 and $306,453, respectively)
  $ 88,685,598     $ 116,724,585    

 

See accompanying notes to the financial statements.


13




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 13.48     $ 12.83     $ 12.14     $ 11.58     $ 8.62    
Income (loss) from investment operations:  
Net investment income (loss)      0.21       0.19       0.20       0.16       0.14    
Net realized and unrealized gain (loss)     (1.08 )     0.64       0.69       0.54       2.96    
Total from investment operations     (0.87 )     0.83       0.89       0.70       3.10    
Less distributions to shareholders:  
From net investment income     (0.22 )     (0.18 )     (0.20 )     (0.14 )     (0.14 )  
From net realized gains     (0.18 )                          
Total distributions     (0.40 )     (0.18 )     (0.20 )     (0.14 )     (0.14 )  
Net asset value, end of period   $ 12.21     $ 13.48     $ 12.83     $ 12.14     $ 11.58    
Total Return(a)      (6.78 )%     6.53 %     7.46 %     6.12 %(b)      36.21 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 88,686     $ 116,725     $ 121,339     $ 81,374     $ 62,027    
Net expenses to average daily
net assets
    0.48 %(c)      0.48 %     0.48 %     0.48 %     0.48 %  
Net investment income to average daily
net assets
    1.55 %     1.46 %     1.65 %     1.39 %     1.34 %  
Portfolio turnover rate     62 %     67 %     62 %     87 %     70 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.12 %     0.11 %     0.08 %     0.08 %     0.13 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

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

(c)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


14




GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high after-tax total return. The Fund seeks to achieve its objective by outperforming the Russell 3000 Index. The Fund typically makes equity investments in companies that issue stocks included in the Russell 3000 Index and companies with similar market capitalizations, and uses quantitative models integrated with tax management techniques to provide broad exposure to the U.S. equity market to investors subject to U.S. federal income tax.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.


15



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Futures contracts

The Fund may purchase and sell futures contracts. Upon entering into a futures contract, the Fund is required to deposit with the futures clearing broker an amount of cash, U.S. government and agency obligations, or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

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


16



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.


17



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Taxes and distributions

The Fund intends to qualify each tax 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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to post-October capital losses and redemption in-kind transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Distributions
In Excess Of Net
Realized Gain
  Paid-in Capital  
$ (11,253 )   $ (2,972,571 )   $ 2,983,824    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 1,811,810     $ 1,642,938    
Long-term capital gains     1,245,610          
Total Distributions   $ 3,057,420     $ 1,642,938    

 


18



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 213,290    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $206,290.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 88,805,475     $ 6,735,698     $ (6,985,593 )   $ (249,895 )  

 

For the period ended February 29, 2008, the Fund had net realized gains attributed to redemption in-kind transactions of $2,983,824.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.


19



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

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

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.33% of the 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 29, 2008 was $23,036 and $390, respectively. The compensation and expenses of the CCO


20



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $66,813,804 and $87,512,328, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 29, 2008, 77.11% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.05% of the Fund's shares were held by one related party comprised of a certain GMO employee account, and 2.63% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     76,039     $ 1,022,306       182,327     $ 2,335,000    
Shares issued to shareholders
in reinvestment of distributions
    196,167       2,702,024       93,323       1,204,619    
Shares repurchased     (1,667,621 )     (23,394,485 )     (1,072,199 )     (13,944,501 )  
Net increase (decrease)     (1,395,415 )   $ (19,670,155 )     (796,549 )   $ (10,404,882 )  

 


21




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Tax-Managed U.S. Equities Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


22



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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     $ 906.30     $ 2.28    
  2 ) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.48     $ 2.41    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


23



GMO Tax-Managed U.S. Equities Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $1,245,610 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 29, 2008 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 29, 2008 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $66,417 or if determined to be different, the qualified interest income of such year.


24



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq.
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


25



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4  
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


26



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968   Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002-2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


27



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


28




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Tobacco-Free Core Fund returned -7.3% for the fiscal year ended February 29, 2008, as compared to -3.6% for the S&P 500 Index. The Fund was invested substantially in U.S. equity securities throughout the period.

Stock selection detracted from returns relative to the S&P 500 Index. Selections in Telecommunication Services and Information Technology added to relative returns while selections in Consumer Discretionary, Financials, and Energy detracted. Individual names adding to relative returns included overweight positions in Exxon Mobil and Merck and an underweight in Wachovia. Names detracting from relative returns included overweight positions in Home Depot, Citigroup, and Lowe's Companies.

Sector selection added to returns relative to the S&P 500 Index. Sector weightings positively impacting relative performance included an underweight position in Financials and overweight positions in Health Care and Telecommunication Services. Sector weightings negatively impacting relative performance included an overweight in Consumer Discretionary and underweight positions in Industrials and Materials.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.4 %  
Short-Term Investments     3.5    
Other     0.1    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     23.3 %  
Energy     17.5    
Information Technology     17.1    
Consumer Staples     13.7    
Consumer Discretionary     9.3    
Industrials     7.1    
Financials     6.3    
Materials     2.4    
Telecommunication Services     2.3    
Utilities     1.0    
      100.0 %  

 


1




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 96.4%  
        Consumer Discretionary — 9.0%  
    900     Abercrombie & Fitch Co.-Class A     69,777    
    3,900     Amazon.com, Inc. *      251,433    
    3,050     American Eagle Outfitters, Inc.     65,179    
    4,300     Apollo Group, Inc.-Class A *      263,934    
    300     Autoliv, Inc.     14,970    
    2,100     AutoNation, Inc. *      30,597    
    600     AutoZone, Inc. *      69,048    
    2,800     Bed Bath & Beyond, Inc. *      79,352    
    100     Best Buy Co., Inc.     4,301    
    300     BorgWarner, Inc.     12,933    
    100     Carnival Corp.     3,935    
    4,500     Coach, Inc. *      136,440    
    1,800     Discovery Holding Co.-Class A *      40,626    
    2,100     Expedia, Inc. *      48,153    
    900     Family Dollar Stores, Inc.     17,235    
    12,793     Ford Motor Co. *      83,538    
    800     GameStop Corp.-Class A *      33,888    
    2,600     Gannett Co., Inc.     78,390    
    1,400     General Motors Corp.     32,592    
    800     Goodyear Tire & Rubber Co. (The) *      21,680    
    1,800     Harley-Davidson, Inc.     66,888    
    1,200     Hasbro, Inc.     30,924    
    33,300     Home Depot, Inc.     884,115    
    400     IAC/InterActive Corp. *      7,960    
    1,300     ITT Educational Services, Inc. *      71,786    
    3,700     Johnson Controls, Inc.     121,582    
    2,800     Kohl's Corp. *      124,432    
    800     Liberty Global, Inc.-Class A *      30,080    
    200     Liberty Media Holding Corp. Capital-Class A *      23,222    
    1,400     Liz Claiborne, Inc.     24,892    
    18,400     Lowe's Cos., Inc.     441,048    
    500     Mattel Co.     9,660    

 

See accompanying notes to the financial statements.


2



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Consumer Discretionary — continued  
    3,400     McDonald's Corp.     183,974    
    200     McGraw-Hill Cos., Inc.     8,186    
    934     MGM Mirage *      57,525    
    100     Mohawk Industries, Inc. *      7,141    
    1,600     Nike, Inc.-Class B     96,320    
    300     Nordstrom, Inc.     11,109    
    6,200     Office Depot, Inc. *      70,494    
    300     Polo Ralph Lauren Corp.     18,657    
    300     R.H. Donnelley Corp. *      2,127    
    400     RadioShack Corp.     6,980    
    3,400     Staples, Inc.     75,650    
    200     Starbucks Corp. *      3,594    
    3,600     Target Corp.     189,396    
    900     Tiffany & Co.     33,876    
    400     Toll Brothers, Inc. *      8,484    
    1,000     VF Corp.     76,040    
    100     Wynn Resorts Ltd.     10,070    
    500     Yum! Brands, Inc.     17,225    
    Total Consumer Discretionary     4,071,438    
        Consumer Staples — 13.2%  
    3,100     Anheuser-Busch Cos., Inc.     145,979    
    1,400     Avon Products, Inc.     53,284    
    200     Clorox Co.     11,638    
    600     Coca Cola Enterprises, Inc.     14,658    
    26,100     Coca-Cola Co. (The)     1,525,806    
    1,600     Colgate-Palmolive Co.     121,744    
    300     Costco Wholesale Corp.     18,576    
    800     CVS Caremark Corp.     32,304    
    1,100     Energizer Holdings, Inc. *      102,113    
    700     Estee Lauder Cos. (The), Inc.-Class A     29,806    
    300     Kellogg Co.     15,216    
    2,600     Kimberly-Clark Corp.     169,468    
    3,600     Kraft Foods, Inc.     112,212    

 

See accompanying notes to the financial statements.


3



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Consumer Staples — continued  
    2,300     Kroger Co.     55,775    
    12,800     PepsiCo, Inc.     890,368    
    7,900     Procter & Gamble Co. (The)     522,822    
    1,700     Safeway, Inc.     48,858    
    1,265     Supervalu, Inc.     33,206    
    1,400     Tyson Foods, Inc.-Class A     20,174    
    7,200     Walgreen Co.     262,872    
    34,900     Wal-Mart Stores, Inc.     1,730,691    
    700     WM Wrigley Jr. Co.     41,902    
    Total Consumer Staples     5,959,472    
        Energy — 16.8%  
    1,500     Anadarko Petroleum Corp.     95,610    
    1,700     Apache Corp.     195,007    
    200     Baker Hughes, Inc.     13,458    
    1,600     Cameron International Corp. *      67,968    
    19,800     Chevron Corp.     1,715,868    
    7,451     ConocoPhillips     616,272    
    500     Denbury Resources, Inc. *      15,945    
    1,100     Devon Energy Corp.     112,992    
    600     Diamond Offshore Drilling, Inc.     72,498    
    30,500     Exxon Mobil Corp.     2,653,805    
    600     FMC Technologies, Inc. *      33,996    
    1,300     Halliburton Co.     49,790    
    700     Hess Corp.     65,226    
    400     Marathon Oil Corp.     21,264    
    600     Murphy Oil Corp.     48,228    
    700     Noble Corp.     34,405    
    5,000     Occidental Petroleum Corp.     386,850    
    200     Rowan Cos., Inc.     8,062    
    7,300     Schlumberger Ltd.     631,085    
    1,300     Smith International, Inc.     81,939    
    600     Sunoco, Inc.     36,648    
    2,129     Transocean, Inc. *      299,146    

 

See accompanying notes to the financial statements.


4



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Energy — continued  
    4,000     Valero Energy Corp.     231,080    
    1,700     Weatherford International Ltd. *      117,164    
    Total Energy     7,604,306    
        Financials — 6.1%  
    1,000     ACE Ltd.     56,240    
    1,700     Aflac, Inc.     106,097    
    5,300     Allstate Corp. (The)     252,969    
    7,100     American International Group, Inc.     332,706    
    1,400     AON Corp.     58,254    
    10,288     Bank of America Corp.     408,845    
    1,200     BB&T Corp.     37,356    
    800     Brown & Brown, Inc.     14,264    
    600     Charles Schwab Corp. (The)     11,766    
    1,300     Chubb Corp.     66,170    
    26,500     Citigroup, Inc.     628,315    
    500     CNA Financial Corp.     13,325    
    600     Comerica, Inc.     21,744    
    500     Eaton Vance Corp.     15,925    
    200     Fifth Third Bancorp     4,580    
    400     First American Corp.     13,932    
    400     Franklin Resources, Inc.     37,748    
    500     Hartford Financial Services Group, Inc.     34,950    
    1,000     Leucadia National Corp.     45,260    
    100     Markel Corp. *      46,475    
    100     Moody's Corp.     3,798    
    1,200     Morgan Stanley     50,544    
    3,900     National City Corp.     61,854    
    725     Old Republic International Corp.     9,947    
    2,400     Progressive Corp. (The)     43,992    
    600     Prudential Financial, Inc.     43,782    
    200     Safeco Corp.     9,252    
    400     SEI Investment Co.     10,004    
    500     Torchmark Corp.     30,130    

 

See accompanying notes to the financial statements.


5



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Financials — continued  
    3,300     Travelers Cos. (The), Inc.     153,153    
    2,400     Unum Group     54,984    
    1,800     US Bancorp     57,636    
    1,866     Washington Mutual, Inc.     27,617    
    Total Financials     2,763,614    
        Health Care — 22.5%  
    5,800     Abbott Laboratories     310,590    
    1,700     Aetna, Inc.     84,320    
    2,000     AmerisourceBergen Corp.     83,440    
    3,700     Amgen, Inc. *      168,424    
    200     Baxter International, Inc.     11,804    
    1,400     Biogen Idec, Inc. *      81,704    
    800     Bristol-Myers Squibb Co.     18,088    
    2,100     Cardinal Health, Inc.     124,194    
    200     Cerner Corp. *      8,690    
    1,200     Cigna Corp.     53,496    
    200     Covance, Inc. *      16,882    
    3,000     Coventry Health Care, Inc. *      155,610    
    4,900     Eli Lilly & Co.     245,098    
    6,800     Express Scripts, Inc. *      401,880    
    3,800     Forest Laboratories, Inc. *      151,126    
    1,300     Gilead Sciences, Inc. *      61,516    
    300     Intuitive Surgical, Inc. *      84,576    
    200     Invitrogen Corp. *      16,898    
    22,920     Johnson & Johnson     1,420,123    
    1,000     King Pharmaceuticals, Inc. *      10,600    
    3,200     McKesson Corp.     188,032    
    4,400     Medco Health Solutions, Inc. *      194,964    
    5,500     Medtronic, Inc.     271,480    
    27,200     Merck & Co., Inc.     1,204,960    
    1,800     Patterson Cos., Inc. *      63,360    
    76,390     Pfizer, Inc.     1,701,969    
    1,000     Quest Diagnostics, Inc.     47,670    

 

See accompanying notes to the financial statements.


6



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Health Care — continued  
    5,100     Schering-Plough Corp.     110,670    
    900     St. Jude Medical, Inc. *      38,682    
    4,400     Stryker Corp.     286,484    
    29,824     UnitedHealth Group, Inc.     1,386,220    
    100     Waters Corp. *      5,961    
    4,600     WellPoint, Inc. *      322,368    
    5,000     Wyeth     218,100    
    8,000     Zimmer Holdings, Inc. *      602,320    
    Total Health Care     10,152,299    
        Industrials — 6.8%  
    7,800     3M Co.     611,520    
    2,100     Caterpillar, Inc.     151,893    
    100     CH Robinson Worldwide, Inc.     5,077    
    300     CSX Corp.     14,556    
    2,700     Danaher Corp.     200,205    
    3,000     Deere & Co.     255,630    
    200     Eaton Corp.     16,126    
    500     Emerson Electric Co.     25,480    
    300     Fastenal Co.     12,198    
    300     FedEx Corp.     26,439    
    200     Flowserve Corp.     21,780    
    800     Fluor Corp.     111,400    
    200     General Dynamics Corp.     16,370    
    900     Goodrich Corp.     53,307    
    100     Harsco Corp.     5,649    
    4,000     Honeywell International, Inc.     230,160    
    200     Illinois Tool Works, Inc.     9,814    
    1,100     Ingersoll-Rand     46,046    
    600     ITT Industries, Inc.     33,744    
    1,200     Jacobs Engineering Group, Inc. *      96,348    
    1,200     L-3 Communications Holdings, Inc.     127,548    
    200     Manpower, Inc.     11,340    
    700     Masco Corp.     13,083    

 

See accompanying notes to the financial statements.


7



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    800     McDermott International, Inc. *      41,776    
    4,050     Paccar, Inc.     175,689    
    400     Pall Corp.     15,748    
    1,200     Parker-Hannifin Corp.     77,556    
    1,100     Precision Castparts Corp.     121,429    
    300     Rockwell Collins, Inc.     17,670    
    200     RR Donnelley & Sons Co.     6,366    
    200     SPX Corp.     20,460    
    100     Stericycle, Inc. *      5,389    
    1,100     Textron, Inc.     59,587    
    500     Trane, Inc.     22,525    
    600     Tyco International Ltd.     24,036    
    300     Union Pacific Corp.     37,428    
    1,500     United Parcel Service, Inc.-Class B     105,360    
    3,500     United Technologies Corp.     246,785    
    100     W.W. Grainger, Inc.     7,366    
    Total Industrials     3,080,883    
        Information Technology — 16.5%  
    500     Activision, Inc. *      13,625    
    200     Adobe Systems, Inc. *      6,730    
    1,500     Affiliated Computer Services, Inc.-Class A *      76,125    
    300     Analog Devices, Inc.     8,076    
    5,100     Apple, Inc. *      637,602    
    400     Arrow Electronics, Inc. *      13,044    
    200     Autodesk, Inc. *      6,218    
    900     Avnet, Inc. *      30,339    
    1,100     CA, Inc.     25,168    
    800     Cadence Design Systems, Inc. *      8,496    
    33,200     Cisco Systems, Inc. *      809,084    
    1,500     Citrix Systems, Inc. *      49,395    
    400     Cognizant Technologies Solutions Corp.-Class A *      12,084    
    2,900     Corning, Inc.     67,367    
    23,800     Dell, Inc. *      472,430    

 

See accompanying notes to the financial statements.


8



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    100     DST Systems, Inc. *      7,026    
    15,000     eBay, Inc. *      395,400    
    21,900     EMC Corp. *      340,326    
    3,300     Fiserv, Inc. *      173,646    
    400     FLIR Systems, Inc. *      11,384    
    1,000     Google, Inc.-Class A *      471,180    
    1,700     Hewlett-Packard Co.     81,209    
    12,300     Intel Corp.     245,385    
    6,100     International Business Machines Corp.     694,546    
    100     Intersil Corp.-Class A     2,327    
    500     Intuit, Inc. *      13,280    
    1,500     Juniper Networks, Inc. *      40,230    
    600     KLA-Tencor Corp.     25,206    
    600     Lexmark International, Inc. *      19,818    
    400     McAfee, Inc. *      13,308    
    44,500     Microsoft Corp.     1,211,290    
    100     National Semiconductor Corp.     1,647    
    100     NAVTEQ Corp. *      7,495    
    200     NCR Corp. *      4,432    
    23,800     Oracle Corp. *      447,440    
    21,300     Qualcomm, Inc.     902,481    
    700     Texas Instruments, Inc.     20,972    
    700     Total System Services, Inc.     15,561    
    1,000     VeriSign, Inc. *      34,800    
    1,000     Western Digital Corp. *      30,870    
    800     Xilinx, Inc.     17,888    
    Total Information Technology     7,464,930    
        Materials — 2.3%  
    600     Air Products & Chemicals, Inc.     54,798    
    2,400     Alcoa, Inc.     89,136    
    1,000     Celanese Corp.-Class A     38,900    
    200     Crown Holdings, Inc. *      4,982    
    600     Dow Chemical Co. (The)     22,614    

 

See accompanying notes to the financial statements.


9



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Materials — continued  
    800     Freeport-McMoRan Copper & Gold, Inc.     80,688    
    200     Lubrizol Corp.     11,660    
    200     Martin Marietta Materials, Inc.     21,520    
    4,300     Monsanto Co.     497,424    
    1,600     Owens-IIlinois, Inc. *      90,320    
    1,000     Praxair, Inc.     80,280    
    400     Temple-Inland, Inc.     5,492    
    200     Vulcan Materials Co.     14,020    
    700     Weyerhaeuser Co.     42,840    
    Total Materials     1,054,674    
        Telecommunication Services — 2.2%  
    8,039     AT&T, Inc.     279,998    
    19,684     Verizon Communications, Inc.     714,923    
    Total Telecommunication Services     994,921    
        Utilities — 1.0%  
    400     American Electric Power Co., Inc.     16,368    
    300     Centerpoint Energy, Inc.     4,404    
    600     Constellation Energy Group, Inc.     53,010    
    2,900     Duke Energy Corp.     50,866    
    300     Dynegy, Inc.-Class A *      2,220    
    700     Edison International     34,580    
    300     Entergy Corp.     30,822    
    100     Equitable Resources, Inc.     6,162    
    500     FPL Group, Inc.     30,145    
    600     Mirant Corp. *      22,200    
    900     NRG Energy, Inc. *      37,143    
    400     PPL Corp.     18,152    
    1,800     Public Service Enterprise Group, Inc.     79,380    
    2,000     Reliant Energy, Inc. *      45,600    
    Total Utilities     431,052    
    TOTAL COMMON STOCKS (COST $47,155,206)     43,577,589    

 

See accompanying notes to the financial statements.


10



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        SHORT-TERM INVESTMENTS — 3.5%  
    665,435     Citigroup Global Markets Repurchase Agreement, dated 02/29/2008, due
03/03/2008, with a maturity value of $665,477 and an effective yield
of 0.75%, collateralized by a U.S. Treasury Bond with a rate of 11.25%,
maturity date of 02/15/15 and a market value, including
accrued interest, of $681,707.
    665,435    
    900,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (a)      893,636    
    TOTAL SHORT-TERM INVESTMENTS (COST $1,557,206)     1,559,071    
      TOTAL INVESTMENTS — 99.9%
(Cost $48,712,412)
    45,136,660    
      Other Assets and Liabilities (net) — 0.1%     60,173    
    TOTAL NET ASSETS — 100.0%   $ 45,196,833    

 

See accompanying notes to the financial statements.


11



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  14     S&P 500 E-Mini   March 2008   $ 931,910     $ (77,166 )  

 

As of February 29, 2008, for the futures contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

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

See accompanying notes to the financial statements.


12




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $48,712,412) (Note 2)   $ 45,136,660    
Dividends and interest receivable     97,164    
Receivable for collateral on open futures contracts (Note 2)     50,400    
Receivable for expenses reimbursed by Manager (Note 3)     22,968    
Total assets     45,307,192    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     11,986    
Shareholder service fee     5,447    
Trustees and Chief Compliance Officer of GMO Trust fees     58    
Payable for variation margin on open futures contracts (Note 2)     24,150    
Accrued expenses     68,718    
Total liabilities     110,359    
Net assets   $ 45,196,833    
Net assets consist of:  
Paid-in capital   $ 52,560,460    
Accumulated undistributed net investment income     66,409    
Accumulated net realized loss     (3,777,118 )  
Net unrealized depreciation     (3,652,918 )  
    $ 45,196,833    
Net assets attributable to:  
Class III shares   $ 45,196,833    
Shares outstanding:  
Class III     4,505,462    
Net asset value per share:  
Class III   $ 10.03    

 

See accompanying notes to the financial statements.


13



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 3,261,564    
Interest     204,990    
Securities lending income     10,870    
Total investment income     3,477,424    
Expenses:  
Management fee (Note 3)     569,374    
Shareholder service fee – Class III (Note 3)     191,691    
Shareholder service fee – Class IV (Note 3)     46,558    
Custodian, fund accounting agent and transfer agent fees     75,040    
Audit and tax fees     47,271    
Legal fees     5,573    
Trustees fees and related expenses (Note 3)     1,845    
Registration fees     674    
Miscellaneous     1,613    
Total expenses     939,639    
Fees and expenses reimbursed by Manager (Note 3)     (129,843 )  
Expense reductions (Note 2)     (91 )  
Net expenses     809,705    
Net investment income (loss)     2,667,719    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     26,798,875    
Closed futures contracts     (129,908 )  
Net realized gain (loss)     26,668,967    
Change in net unrealized appreciation (depreciation) on:  
Investments     (21,996,291 )  
Open futures contracts     33,429    
Net unrealized gain (loss)     (21,962,862 )  
Net realized and unrealized gain (loss)     4,706,105    
Net increase (decrease) in net assets resulting from operations   $ 7,373,824    

 

See accompanying notes to the financial statements.


14



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 2,667,719     $ 5,036,433    
Net realized gain (loss)     26,668,967       22,105,528    
Change in net unrealized appreciation (depreciation)     (21,962,862 )     (8,455,438 )  
Net increase (decrease) in net assets from operations     7,373,824       18,686,523    
Distributions to shareholders from:  
Net investment income  
Class III     (2,382,432 )     (3,755,673 )  
Class IV     (1,169,636 )     (2,760,919 )  
Total distributions from net investment income     (3,552,068 )     (6,516,592 )  
Net realized gains  
Class III     (15,985,212 )     (912,017 )  
Class IV     (5,014,664 )     (637,651 )  
Total distributions from net realized gains     (20,999,876 )     (1,549,668 )  
      (24,551,944 )     (8,066,260 )  
Net share transactions (Note 7):  
Class III     (122,744,412 )     (41,436,981 )  
Class IV     (141,183,947 )     (16,601,430 )  
Increase (decrease) in net assets resulting from net
share transactions
    (263,928,359 )     (58,038,411 )  
Total increase (decrease) in net assets     (281,106,479 )     (47,418,148 )  
Net assets:  
Beginning of period     326,303,312       373,721,460    
End of period (including accumulated undistributed net investment
income of $66,409 and $950,757, respectively)
  $ 45,196,833     $ 326,303,312    

 

See accompanying notes to the financial statements.


15




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 12.88     $ 12.45     $ 12.24     $ 11.76     $ 8.69    
Income (loss) from investment operations:  
Net investment income (loss)      0.19       0.18       0.20       0.17       0.13    
Net realized and unrealized gain (loss)     (0.96 )(a)      0.54       0.44       0.54       3.07    
Total from investment operations     (0.77 )     0.72       0.64       0.71       3.20    
Less distributions to shareholders:  
From net investment income     (0.22 )     (0.23 )     (0.15 )     (0.18 )     (0.13 )  
From net realized gains     (1.86 )     (0.06 )     (0.28 )     (0.05 )        
Total distributions     (2.08 )     (0.29 )     (0.43 )     (0.23 )     (0.13 )  
Net asset value, end of period   $ 10.03     $ 12.88     $ 12.45     $ 12.24     $ 11.76    
Total Return(b)      (7.30 )%     5.87 %     5.40 %     6.16 %     37.06 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 45,197     $ 188,133     $ 224,097     $ 221,661     $ 188,370    
Net expenses to average daily net assets     0.48 %(c)      0.48 %     0.48 %     0.48 %     0.48 %  
Net investment income to average daily
net assets
    1.52 %     1.46 %     1.68 %     1.43 %     1.26 %  
Portfolio turnover rate     74 %     73 %     63 %     68 %     63 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.08 %     0.06 %     0.04 %     0.04 %     0.04 %  

 

(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 returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


16



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

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

    Period from
March 1, 2007
through
  Year Ended February 28/29,  
    June 21, 2007   2007   2006   2005   2004   2003  
Net asset value, beginning of period   $ 12.89     $ 12.46     $ 12.25     $ 11.76     $ 8.69     $ 11.23    
Income (loss) from investment operations:  
Net investment income (loss)      0.07       0.19       0.21       0.16       0.13       0.13    
Net realized and unrealized gain (loss)     0.79       0.54       0.44       0.56       3.07       (2.55 )  
Total from investment operations     0.86       0.73       0.65       0.72       3.20       (2.42 )  
Less distributions to shareholders:  
From net investment income     (0.11 )     (0.24 )     (0.16 )     (0.18 )     (0.13 )     (0.12 )  
From net realized gains     (0.47 )     (0.06 )     (0.28 )     (0.05 )              
Total distributions     (0.58 )     (0.30 )     (0.44 )     (0.23 )     (0.13 )     (0.12 )  
Net asset value, end of period   $ 13.17 (b)    $ 12.89     $ 12.46     $ 12.25     $ 11.76     $ 8.69    
Total Return(a)      6.65 %**      5.91 %     5.44 %     6.25 %     37.12 %     (21.65 )%  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 147,368 (b)    $ 138,170     $ 149,624     $ 141,900     $ 394,454     $ 308,001    
Net expenses to average daily
net assets
    0.44 %*      0.44 %     0.44 %     0.44 %     0.44 %     0.44 %  
Net investment income to average daily
net assets
    1.65 %*      1.49 %     1.72 %     1.37 %     1.31 %     1.35 %  
Portfolio turnover rate     34 %††**      73 %     63 %     68 %     63 %     62 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %*      0.06 %     0.04 %     0.04 %     0.04 %     0.04 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  Represents the ending net asset value per share and net assets upon the liquidation of the class.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover of the Fund for the period from March 1, 2007 through August 31, 2007.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


17




GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the S&P 500 Index. The Fund typically makes equity investments in companies that issue stocks included in the S&P 500 Index, and companies with similar market capitalizations, other than tobacco-producing companies.

As of February 29, 2008, the Fund had one class of shares outstanding: Class III. Class IV shares were liquidated on June 21, 2007.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.


18



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Futures contracts

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

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

Swaps are marked to market daily using 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


19



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions.There were no swap agreements outstanding at the end of the period.

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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 29, 2008, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each tax 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


20



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to losses on wash sale transactions, derivative contract transactions, redemption in-kind transactions and post-October capital losses.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ 1     $ (14,701,225 )   $ 14,701,224    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 8,717,495     $ 6,516,592    
Long-term capital gains     15,834,449       1,549,668    
Total distributions   $ 24,551,944     $ 8,066,260    

 


21



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income  $66,409

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $1,736,434.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 50,830,262     $ 968,822     $ (6,662,424 )   $ (5,693,602 )  

 

For the year ended February 29, 2008, the Fund had net realized gains attributed to redemption in-kind transactions of $15,578,803.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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


22



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's Federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

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

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO")


23



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

(excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.33% of the 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 29, 2008 was $1,509 and $323, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $119,396,819 and $394,383,231, 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 29, 2008, 73.72% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, there were no shares held by related parties, and 5.89% of the Fund's shares were held by accounts for which the Manager has investment discretion.


24



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     443,012     $ 4,612,176       531,589     $ 6,422,165    
Shares issued to shareholders
in reinvestment of distributions
    1,466,326       17,114,056       341,736       4,275,315    
Shares repurchased     (12,009,243 )     (144,470,644 )     (4,269,224 )     (52,134,461 )  
Net increase (decrease)     (10,099,905 )   $ (122,744,412 )     (3,395,899 )   $ (41,436,981 )  
    Period Ended
June 21, 2007* 
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold         $           $    
Shares issued to shareholders
in reinvestment of distributions
    469,828       6,184,300       271,906       3,398,570    
Shares repurchased     (11,190,045 )     (147,368,247 )     (1,563,722 )     (20,000,000 )  
Net increase (decrease)     (10,720,217 )   $ (141,183,947 )     (1,291,816 )   $ (16,601,430 )  

 

*  Effective June 21, 2007, all shareholders redeemed or exchanged out of Class IV.

8.  Subsequent Event

Subsequent to February 29, 2008, the Fund received redemption requests in the amount of $14,243,830.


25




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Tobacco-Free Core Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


26



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.48 %   $ 1,000.00     $ 901.50     $ 2.27    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.48     $ 2.41    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


27



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $15,834,449 from long-term capital gains.

For taxable, non-corporate shareholders, 48.89% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 48.92% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $164,688 and $5,166,132, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


28



GMO Tobacco-Free Core Fund

(A Series of GMO Trust)


Note Concerning Distributions (Unaudited)

The Fund previously reported estimated sources of any dividends, short-term capital gains, and long-term capital gains distributions paid on a per share basis. Pursuant to Rule 19a-1(e) of the Investment Company Act, the following serves as a correction of such estimates. 0.11% of distributions to shareholders declared from net realized gains during the Fund's fiscal year were reclassified to distributions from net investment income and are reflected as such in the Statement of Changes in Net Assets.


29



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 – Law and Business2; Vice Chair (since 2002) and Secretary,
Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.
    47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


30



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).
    47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


31



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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




GMO U.S. Growth Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




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 -5.5% for the fiscal year ended February 29, 2008, as compared to +0.4% for the Russell 1000 Growth Index. The Fund was invested substantially in U.S. equity securities throughout the period.

Stock selection detracted from returns relative to the Russell 1000 Growth Index. Selections in the Telecommunication Services sector added to relative returns while selections in Consumer Discretionary, Financials, and Energy detracted. In terms of individual stocks, overweight positions in Exxon Mobil, Chevron, and McDonald's were among the positions adding to relative returns. Overweight positions in Home Depot and Kohl's and an underweight in Google were among the positions detracting from relative returns.

Sector selection detracted from returns relative to the Russell 1000 Growth Index. Sector weightings positively impacting relative performance included an overweight position in Energy and underweight positions in Financials and Utilities. Sector weightings negatively impacting relative performance included an overweight in Consumer Discretionary and underweight positions in Industrials and Information Technology.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Class M shares will vary due to different fees.

†   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 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.4 %  
Short-Term Investments     3.5    
Futures     (0.1 )  
Other     0.2    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Information Technology     22.3 %  
Health Care     19.3    
Consumer Staples     16.9    
Energy     14.7    
Consumer Discretionary     10.5    
Industrials     9.0    
Materials     3.2    
Financials     2.3    
Telecommunication Services     1.0    
Utilities     0.8    
      100.0 %  

 


1




GMO U.S. Growth Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      COMMON STOCKS — 96.4%  
        Consumer Discretionary — 10.1%  
    4,000     Abercrombie & Fitch Co.-Class A     310,120    
    6,300     Advance Auto Parts, Inc.     211,302    
    28,000     Amazon.com, Inc. *      1,805,160    
    8,100     American Eagle Outfitters, Inc.     173,097    
    13,900     Apollo Group, Inc.-Class A *      853,182    
    9,400     AutoNation, Inc. *      136,958    
    2,200     AutoZone, Inc. *      253,176    
    10,900     Bed Bath & Beyond, Inc. *      308,906    
    5,900     Best Buy Co., Inc.     253,759    
    3,100     Big Lots, Inc. *      52,235    
    400     BorgWarner, Inc.     17,244    
    7,800     Career Education Corp. *      115,830    
    2,400     CarMax, Inc. *      44,064    
    14,300     Coach, Inc. *      433,576    
    2,750     Comcast Corp.-Class A *      53,735    
    3,800     D.R. Horton, Inc.     53,314    
    900     DeVry, Inc.     39,546    
    2,200     Direct TV Group (The) *      55,110    
    13,000     Discovery Holding Co.-Class A *      293,410    
    6,800     Dollar Tree Stores, Inc. *      182,444    
    10,100     Expedia, Inc. *      231,593    
    2,600     Family Dollar Stores, Inc.     49,790    
    6,300     GameStop Corp.-Class A *      266,868    
    1,300     Gannett Co., Inc.     39,195    
    500     Garmin Ltd.     29,355    
    1,100     Genuine Parts Co.     45,375    
    9,500     Goodyear Tire & Rubber Co. (The) *      257,450    
    10,700     Harley-Davidson, Inc.     397,612    
    4,200     Hasbro, Inc.     108,234    
    97,500     Home Depot, Inc.     2,588,625    
    1,900     IAC/InterActive Corp. *      37,810    
    6,600     Interpublic Group of Cos., Inc. *      56,892    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Discretionary — continued  
    5,300     ITT Educational Services, Inc. *      292,666    
    1,900     Jack in the Box, Inc. *      49,913    
    19,900     Johnson Controls, Inc.     653,914    
    13,600     Kohl's Corp. *      604,384    
    5,100     Liberty Global, Inc.-Class A *      191,760    
    700     Liberty Media Holding Corp. Capital-Class A *      81,277    
    2,500     Liz Claiborne, Inc.     44,450    
    88,968     Lowe's Cos., Inc.     2,132,563    
    1,500     Marriott International, Inc.-Class A     51,150    
    4,700     Mattel Co.     90,804    
    10,700     McDonald's Corp.     578,977    
    5,400     McGraw-Hill Cos., Inc.     221,022    
    5,601     MGM Mirage *      344,966    
    2,100     Mohawk Industries, Inc. *      149,961    
    9,600     Nike, Inc.-Class B     577,920    
    2,000     Nordstrom, Inc.     74,060    
    4,200     Omnicom Group, Inc.     187,614    
    6,600     O'Reilly Automotive, Inc. *      177,936    
    2,800     Polo Ralph Lauren Corp.     174,132    
    900     Priceline.com, Inc. *      102,618    
    9,700     RadioShack Corp.     169,265    
    900     Sherwin-Williams Co. (The)     46,602    
    23,200     Staples, Inc.     516,200    
    10,000     Starbucks Corp. *      179,700    
    34,300     Target Corp.     1,804,523    
    1,900     Tempur-Pedic International, Inc.     33,098    
    4,700     Thor Industries, Inc.     143,256    
    6,700     Tiffany & Co.     252,188    
    3,000     Time Warner, Inc.     46,830    
    5,260     TJX Cos., Inc.     168,320    
    700     VF Corp.     53,228    
    400     Wynn Resorts Ltd.     40,280    
    1,300     Yum! Brands, Inc.     44,785    
    Total Consumer Discretionary     20,035,329    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Staples — 16.3%  
    63,084     Altria Group, Inc.     4,613,964    
    21,300     Anheuser-Busch Cos., Inc.     1,003,017    
    5,900     Avon Products, Inc.     224,554    
    800     Church & Dwight Co., Inc.     42,768    
    94,500     Coca-Cola Co. (The)     5,524,470    
    14,000     Colgate-Palmolive Co.     1,065,260    
    3,100     Costco Wholesale Corp.     191,952    
    13,600     CVS Caremark Corp.     549,168    
    4,300     Energizer Holdings, Inc. *      399,169    
    4,100     General Mills, Inc.     229,559    
    1,400     HJ Heinz Co.     61,754    
    1,500     Kellogg Co.     76,080    
    13,900     Kimberly-Clark Corp.     906,002    
    10,744     Kraft Foods, Inc.     334,890    
    8,600     Kroger Co.     208,550    
    52,300     PepsiCo, Inc.     3,637,988    
    64,800     Procter & Gamble Co. (The)     4,288,464    
    1,500     Safeway, Inc.     43,110    
    10,000     Sara Lee Corp.     126,300    
    1,400     Supervalu, Inc.     36,750    
    6,700     Sysco Corp.     188,002    
    900     UST, Inc.     48,861    
    42,900     Walgreen Co.     1,566,279    
    137,000     Wal-Mart Stores, Inc.     6,793,830    
    2,100     WM Wrigley Jr. Co.     125,706    
    Total Consumer Staples     32,286,447    
        Energy — 14.1%  
    2,600     Anadarko Petroleum Corp.     165,724    
    4,300     Apache Corp.     493,253    
    700     Baker Hughes, Inc.     47,103    
    12,000     Cameron International Corp. *      509,760    
    38,200     Chevron Corp.     3,310,412    
    16,129     ConocoPhillips     1,334,030    

 

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 29, 2008

Shares   Description   Value ($)  
        Energy — continued  
    2,100     Denbury Resources, Inc. *      66,969    
    200     Devon Energy Corp.     20,544    
    4,400     Diamond Offshore Drilling, Inc.     531,652    
    3,000     Dresser-Rand Group, Inc. *      102,210    
    112,900     Exxon Mobil Corp.     9,823,429    
    3,800     FMC Technologies, Inc. *      215,308    
    3,100     Halliburton Co.     118,730    
    900     Hess Corp.     83,862    
    300     Murphy Oil Corp.     24,114    
    6,400     Noble Corp.     314,560    
    16,400     Occidental Petroleum Corp.     1,268,868    
    54,700     Schlumberger Ltd.     4,728,815    
    10,200     Smith International, Inc.     642,906    
    5,000     Sunoco, Inc.     305,400    
    2,900     Tidewater, Inc.     162,835    
    15,103     Transocean, Inc. *      2,122,123    
    20,300     Valero Energy Corp.     1,172,731    
    6,300     Weatherford International Ltd. *      434,196    
    1,600     XTO Energy, Inc.     98,736    
    Total Energy     28,098,270    
        Financials — 2.2%  
    10,100     Aflac, Inc.     630,341    
    1,000     Allstate Corp. (The)     47,730    
    1,900     AMBAC Financial Group, Inc.     21,166    
    11,000     American International Group, Inc.     515,460    
    400     Bank of America Corp.     15,896    
    7,900     Brown & Brown, Inc.     140,857    
    2,100     Charles Schwab Corp. (The)     41,181    
    26,800     Citigroup, Inc.     635,428    
    6,500     Eaton Vance Corp.     207,025    
    3,200     First Marblehead Corp. (The)     38,496    
    2,500     Franklin Resources, Inc.     235,925    
    2,000     General Growth Properties, Inc. REIT     70,620    

 

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 29, 2008

Shares   Description   Value ($)  
        Financials — continued  
    2,100     Goldman Sachs Group, Inc.     356,223    
    600     Hartford Financial Services Group, Inc.     41,940    
    1,500     Janus Capital Group, Inc.     36,330    
    100     Markel Corp. *      46,475    
    2,600     MBIA, Inc.     33,722    
    1,500     Merrill Lynch & Co., Inc.     74,340    
    4,300     Moody's Corp.     163,314    
    1,500     Morgan Stanley     63,180    
    2,300     Philadelphia Consolidated Holding Corp. *      78,016    
    3,200     Prudential Financial, Inc.     233,504    
    1,100     Reinsurance Group of America, Inc.     60,181    
    6,700     SEI Investment Co.     167,567    
    900     SLM Corp.     17,649    
    2,500     T. Rowe Price Group, Inc.     126,325    
    7,200     Travelers Cos. (The), Inc.     334,152    
    Total Financials     4,433,043    
        Health Care — 18.6%  
    40,500     Abbott Laboratories     2,168,775    
    9,900     Aetna, Inc.     491,040    
    1,700     Allergan, Inc.     100,691    
    7,600     Amgen, Inc. *      345,952    
    10,000     Baxter International, Inc.     590,200    
    1,900     Becton Dickinson & Co.     171,798    
    5,200     Biogen Idec, Inc. *      303,472    
    19,300     Bristol-Myers Squibb Co.     436,373    
    10,500     Cardinal Health, Inc.     620,970    
    7,600     Cigna Corp.     338,808    
    1,100     Covance, Inc. *      92,851    
    7,600     Coventry Health Care, Inc. *      394,212    
    500     DENTSPLY International, Inc.     19,520    
    18,700     Eli Lilly & Co.     935,374    
    30,600     Express Scripts, Inc. *      1,808,460    
    15,900     Forest Laboratories, Inc. *      632,343    

 

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 29, 2008

Shares   Description   Value ($)  
        Health Care — continued  
    2,600     Genentech, Inc. *      196,950    
    300     Gen-Probe, Inc. *      14,343    
    13,400     Gilead Sciences, Inc. *      634,088    
    2,900     Idexx Laboratories, Inc. *      160,863    
    2,700     Immucor, Inc. *      80,460    
    2,500     Intuitive Surgical, Inc. *      704,800    
    400     Invitrogen Corp. *      33,796    
    62,064     Johnson & Johnson     3,845,485    
    4,500     Kinetic Concepts, Inc. *      231,255    
    2,000     Lincare Holdings, Inc. *      65,000    
    5,100     McKesson Corp.     299,676    
    30,800     Medco Health Solutions, Inc. *      1,364,748    
    35,700     Medtronic, Inc.     1,762,152    
    76,300     Merck & Co., Inc.     3,380,090    
    5,700     Patterson Cos., Inc. *      200,640    
    137,776     Pfizer, Inc.     3,069,649    
    1,100     Pharmaceutical Product Development, Inc.     49,577    
    5,500     Quest Diagnostics, Inc.     262,185    
    3,100     Respironics, Inc. *      203,608    
    27,700     Schering-Plough Corp.     601,090    
    7,000     St. Jude Medical, Inc. *      300,860    
    20,800     Stryker Corp.     1,354,288    
    1,300     Techne Corp. *      88,907    
    108,200     UnitedHealth Group, Inc.     5,029,136    
    2,800     Waters Corp. *      166,908    
    1,500     WellCare Health Plans, Inc. *      71,610    
    10,600     WellPoint, Inc. *      742,848    
    12,400     Wyeth     540,888    
    26,500     Zimmer Holdings, Inc. *      1,995,185    
    Total Health Care     36,901,924    
        Industrials — 8.7%  
    28,600     3M Co.     2,242,241    
    500     Alliant Techsystems, Inc. *      52,470    

 

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 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    14,100     Caterpillar, Inc.     1,019,853    
    2,600     CH Robinson Worldwide, Inc.     132,002    
    500     Copart, Inc. *      20,830    
    8,500     Cummins, Inc.     428,230    
    8,100     Danaher Corp.     600,615    
    18,300     Deere & Co.     1,559,343    
    10,700     Emerson Electric Co.     545,272    
    500     Fastenal Co.     20,330    
    3,200     FedEx Corp.     282,016    
    2,000     Flowserve Corp.     217,800    
    5,900     Fluor Corp.     821,575    
    3,000     General Dynamics Corp.     245,550    
    7,600     Goodrich Corp.     450,148    
    700     Harsco Corp.     39,543    
    24,800     Honeywell International, Inc.     1,426,992    
    2,200     Illinois Tool Works, Inc.     107,954    
    5,700     ITT Industries, Inc.     320,568    
    8,000     Jacobs Engineering Group, Inc. *      642,320    
    1,700     L-3 Communications Holdings, Inc.     180,693    
    500     Lockheed Martin Corp.     51,600    
    2,300     Masco Corp.     42,987    
    400     McDermott International, Inc. *      20,888    
    600     Northrop Grumman Corp.     47,166    
    15,275     Paccar, Inc.     662,629    
    6,900     Pall Corp.     271,653    
    2,200     Parker-Hannifin Corp.     142,186    
    1,300     Pitney Bowes, Inc.     46,514    
    6,400     Precision Castparts Corp.     706,496    
    9,900     Quanta Services, Inc. *      236,412    
    2,400     Rockwell Collins, Inc.     141,360    
    1,300     RR Donnelley & Sons Co.     41,379    
    800     Stericycle, Inc. *      43,112    
    3,900     TeleTech Holdings, Inc. *      88,023    
    4,700     Textron, Inc.     254,599    

 

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 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    5,500     Trane, Inc.     247,775    
    1,200     Tyco International Ltd.     48,072    
    500     Union Pacific Corp.     62,380    
    16,400     United Parcel Service, Inc.-Class B     1,151,936    
    21,700     United Technologies Corp.     1,530,067    
    2,100     W.W. Grainger, Inc.     154,686    
    Total Industrials     17,348,265    
        Information Technology — 21.5%  
    5,000     Accenture Ltd.     176,250    
    3,000     Activision, Inc. *      81,750    
    7,300     Adobe Systems, Inc. *      245,645    
    700     Affiliated Computer Services, Inc.-Class A *      35,525    
    38,600     Apple, Inc. *      4,825,772    
    2,500     Arrow Electronics, Inc. *      81,525    
    4,700     Autodesk, Inc. *      146,123    
    6,200     Automatic Data Processing, Inc.     247,690    
    7,800     Avnet, Inc. *      262,938    
    1,800     BMC Software, Inc. *      58,104    
    4,200     CA, Inc.     96,096    
    190,800     Cisco Systems, Inc. *      4,649,796    
    4,300     Citrix Systems, Inc. *      141,599    
    6,000     Cognizant Technologies Solutions Corp.-Class A *      181,260    
    500     CommScope, Inc. *      20,940    
    12,700     Compuware Corp. *      101,092    
    14,500     Corning, Inc.     336,835    
    600     Cypress Semiconductor Corp. *      13,044    
    109,400     Dell, Inc. *      2,171,590    
    69,700     eBay, Inc. *      1,837,292    
    132,300     EMC Corp. *      2,055,942    
    2,400     Factset Research Systems, Inc.     126,336    
    9,100     Fiserv, Inc. *      478,842    
    8,300     FLIR Systems, Inc. *      236,218    
    6,700     Google, Inc.-Class A *      3,156,906    

 

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 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    19,800     Hewlett-Packard Co.     945,846    
    4,300     Ingram Micro, Inc.-Class A *      65,661    
    42,608     Intel Corp.     850,030    
    35,900     International Business Machines Corp.     4,087,574    
    8,000     Intersil Corp.-Class A     186,160    
    5,400     Intuit, Inc. *      143,424    
    12,100     Juniper Networks, Inc. *      324,522    
    4,000     KLA-Tencor Corp.     168,040    
    3,900     Lexmark International, Inc. *      128,817    
    100     Mastercard, Inc.-Class A     19,000    
    5,700     McAfee, Inc. *      189,639    
    2,000     Mettler-Toledo International, Inc. *      195,400    
    228,100     Microsoft Corp.     6,208,882    
    4,700     National Semiconductor Corp.     77,409    
    2,100     NAVTEQ Corp. *      157,395    
    5,700     NCR Corp. *      126,312    
    127,900     Oracle Corp. *      2,404,520    
    85,600     Qualcomm, Inc.     3,626,872    
    3,200     Synopsys, Inc. *      74,272    
    1,400     Texas Instruments, Inc.     41,944    
    8,800     Total System Services, Inc.     195,624    
    7,900     VeriSign, Inc. *      274,920    
    5,800     Western Digital Corp. *      179,046    
    7,800     Xilinx, Inc.     174,408    
    Total Information Technology     42,610,827    
        Materials — 3.1%  
    2,200     Air Products & Chemicals, Inc.     200,926    
    2,100     Albemarle Corp.     79,674    
    5,200     Alcoa, Inc.     193,128    
    9,900     Celanese Corp.-Class A     385,110    
    200     Cleveland-Cliffs, Inc.     23,892    
    4,000     Crown Holdings, Inc. *      99,640    
    2,600     Hercules, Inc.     47,632    

 

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 29, 2008

Shares   Description   Value ($)  
        Materials — continued  
    1,000     International Flavors & Fragrances, Inc.     43,130    
    2,300     Martin Marietta Materials, Inc.     247,480    
    30,300     Monsanto Co.     3,505,104    
    5,200     Nalco Holding Co.     112,320    
    9,500     Owens-IIlinois, Inc. *      536,275    
    4,600     Praxair, Inc.     369,288    
    500     Southern Copper Corp.     57,055    
    2,600     Vulcan Materials Co.     182,260    
    Total Materials     6,082,914    
        Telecommunication Services — 1.0%  
    13,945     AT&T, Inc.     485,704    
    800     Telephone & Data Systems, Inc.     37,520    
    39,000     Verizon Communications, Inc.     1,416,480    
    Total Telecommunication Services     1,939,704    
        Utilities — 0.8%  
    1,100     American Electric Power Co., Inc.     45,012    
    3,600     Centerpoint Energy, Inc.     52,848    
    3,100     Constellation Energy Group, Inc.     273,885    
    6,600     Dynegy, Inc.-Class A *      48,840    
    700     Entergy Corp.     71,918    
    1,200     FPL Group, Inc.     72,348    
    5,400     Mirant Corp. *      199,800    
    8,200     NRG Energy, Inc. *      338,414    
    2,200     PPL Corp.     99,836    
    6,000     Public Service Enterprise Group, Inc.     264,600    
    4,700     Reliant Energy, Inc. *      107,160    
    800     Sempra Energy     42,504    
    Total Utilities     1,617,165    
    TOTAL COMMON STOCKS (COST $205,725,408)     191,353,888    

 

See accompanying notes to the financial statements.


11



GMO U.S. Growth Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        SHORT-TERM INVESTMENTS — 3.5%  
    3,284,729     Citigroup Global Markets Repurchase Agreement, dated 02/29/2008,
due 03/03/2008, with a maturity value of $3,284,934 and an effective yield of 0.75%,
collateralized by a U.S. Treasury Bond with a rate of 8.13%,
maturity date of 08/15/19 and a market value, including accrued interest,
of $3,316,437.
    3,284,729    
    3,670,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (a)      3,644,049    
    TOTAL SHORT-TERM INVESTMENTS (COST $6,922,060)     6,928,778    
      TOTAL INVESTMENTS — 99.9%
(Cost $212,647,468)
    198,282,666    
      Other Assets and Liabilities (net) — 0.1%     114,878    
    TOTAL NET ASSETS — 100.0%   $ 198,397,544    

 

See accompanying notes to the financial statements.


12



GMO U.S. Growth Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  66     S&P 500 E-Mini   March 2008   $ 4,393,290     $ (132,821 )  

 

As of February 29, 2008, for the futures contracts held, 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)  Rate shown represents yield-to-maturity.

See accompanying notes to the financial statements.


13




GMO U.S. Growth Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $212,647,468) (Note 2)   $ 198,282,666    
Receivable for Fund shares sold     5,033    
Dividends and interest receivable     317,957    
Receivable for collateral on open futures contracts (Note 2)     237,600    
Receivable for expenses reimbursed by Manager (Note 3)     15,312    
Total assets     198,858,568    
Liabilities:  
Payable for Fund shares repurchased     151,198    
Payable to affiliate for (Note 3):  
Management fee     49,153    
Shareholder service fee – Class III     15,432    
Administration fee – Class M     11,135    
Trustees and Chief Compliance Officer of GMO Trust fees     225    
Payable for 12b-1 fee – Class M     29,795    
Payable for variation margin on open futures contracts (Note 2)     113,850    
Accrued expenses     90,236    
Total liabilities     461,024    
Net assets   $ 198,397,544    
Net assets consist of:  
Paid-in capital   $ 217,217,568    
Accumulated undistributed net investment income     244,055    
Distributions in excess of net realized gain     (4,566,456 )  
Net unrealized depreciation     (14,497,623 )  
    $ 198,397,544    
Net assets attributable to:  
Class III shares   $ 129,665,986    
Class M shares   $ 68,731,558    
Shares outstanding:  
Class III     8,197,221    
Class M     4,360,434    
Net asset value per share:  
Class III   $ 15.82    
Class M   $ 15.76    

 

See accompanying notes to the financial statements.


14



GMO U.S. Growth Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 3,458,646    
Interest     337,117    
Securities lending income     7,062    
Total investment income     3,802,825    
Expenses:  
Management fee (Note 3)     839,865    
Shareholder service fee – Class III (Note 3)     286,199    
12b-1 fee – Class M (Note 3)     200,312    
Administration fee – Class M (Note 3)     160,250    
Custodian, fund accounting agent and transfer agent fees     114,606    
Audit and tax fees     48,359    
Legal fees     9,223    
Trustees fees and related expenses (Note 3)     2,623    
Registration fees     9,752    
Miscellaneous     2,896    
Total expenses     1,674,085    
Fees and expenses reimbursed by Manager (Note 3)     (184,081 )  
Expense reductions (Note 2)     (228 )  
Net expenses     1,489,776    
Net investment income (loss)     2,313,049    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     16,276,421    
Closed futures contracts     (371,994 )  
Net realized gain (loss)     15,904,427    
Change in net unrealized appreciation (depreciation) on:  
Investments     (25,840,734 )  
Open futures contracts     (42,027 )  
Net unrealized gain (loss)     (25,882,761 )  
Net realized and unrealized gain (loss)     (9,978,334 )  
Net increase (decrease) in net assets resulting from operations   $ (7,665,285 )  

 

See accompanying notes to the financial statements.


15



GMO U.S. Growth Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 2,313,049     $ 3,817,594    
Net realized gain (loss)     15,904,427       35,381,461    
Change in net unrealized appreciation (depreciation)     (25,882,761 )     (29,476,407 )  
Net increase (decrease) in net assets from operations     (7,665,285 )     9,722,648    
Distributions to shareholders from:  
Net investment income  
Class III     (1,963,020 )     (2,359,398 )  
Class M     (451,426 )     (1,415,597 )  
Total distributions from net investment income     (2,414,446 )     (3,774,995 )  
Net realized gains  
Class III     (3,938,829 )     (13,846,929 )  
Class M     (1,625,736 )     (15,063,597 )  
Total distributions from net realized gains     (5,564,565 )     (28,910,526 )  
      (7,979,011 )     (32,685,521 )  
Net share transactions (Note 7):  
Class III     (85,518,384 )     (101,707,215 )  
Class M     (10,707,607 )     (160,597,536 )  
Increase (decrease) in net assets resulting from net share
transactions
    (96,225,991 )     (262,304,751 )  
Total increase (decrease) in net assets     (111,870,287 )     (285,267,624 )  
Net assets:  
Beginning of period     310,267,831       595,535,455    
End of period (including accumulated undistributed net investment
income of $244,055 and $358,671, respectively)
  $ 198,397,544     $ 310,267,831    

 

See accompanying notes to the financial statements.


16




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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 17.24     $ 18.17     $ 18.26     $ 19.03     $ 14.29    
Income (loss) from investment operations:  
Net investment income (loss)     0.17       0.15       0.15       0.16       0.10    
Net realized and unrealized gain (loss)     (1.06 )     0.07       0.86       (0.02 )(a)      5.14    
Total from investment operations     (0.89 )     0.22       1.01       0.14       5.24    
Less distributions to shareholders:  
From net investment income     (0.17 )     (0.15 )     (0.16 )     (0.14 )     (0.14 )  
From net realized gains     (0.36 )     (1.00 )     (0.94 )     (0.77 )     (0.36 )  
Total distributions     (0.53 )     (1.15 )     (1.10 )     (0.91 )     (0.50 )  
Net asset value, end of period   $ 15.82     $ 17.24     $ 18.17     $ 18.26     $ 19.03    
Total Return(b)      (5.49 )%     1.24 %     5.64 %     0.94 %     36.93 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 129,666     $ 224,554     $ 342,203     $ 357,499     $ 437,200    
Net expenses to average daily net assets     0.46 %(c)      0.46 %     0.48 %     0.48 %     0.48 %  
Net investment income to average daily
net assets
    0.94 %     0.85 %     0.84 %     0.89 %     0.62 %  
Portfolio turnover rate     97 %     111 %     94 %     136 %     97 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.07 %     0.05 %     0.04 %     0.04 %     0.05 %  

 

(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 returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


17



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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 17.16     $ 18.10     $ 18.19     $ 18.97     $ 14.25    
Income (loss) from investment operations:  
Net investment income (loss)     0.11       0.10       0.10       0.11       0.09    
Net realized and unrealized gain (loss)     (1.05 )     0.06       0.85       (0.02 )(a)      5.09    
Total from investment operations     (0.94 )     0.16       0.95       0.09       5.18    
Less distributions to shareholders:  
From net investment income     (0.10 )     (0.10 )     (0.10 )     (0.10 )     (0.10 )  
From net realized gains     (0.36 )     (1.00 )     (0.94 )     (0.77 )     (0.36 )  
Total distributions     (0.46 )     (1.10 )     (1.04 )     (0.87 )     (0.46 )  
Net asset value, end of period   $ 15.76     $ 17.16     $ 18.10     $ 18.19     $ 18.97    
Total Return(b)      (5.79 )%     0.91 %     5.33 %     0.65 %     36.58 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 68,732     $ 85,714     $ 253,332     $ 269,227     $ 199,865    
Net expenses to average daily net assets     0.76 %(c)      0.76 %     0.77 %     0.78 %     0.78 %  
Net investment income to average daily
net assets
    0.64 %     0.56 %     0.54 %     0.61 %     0.29 %  
Portfolio turnover rate     97 %     111 %     94 %     136 %     97 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.07 %     0.05 %     0.04 %     0.04 %     0.05 %  

 

(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 returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


18




GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

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 Funds into classes.

The Fund seeks long-term capital growth. The Fund seeks to achieve its objective by outperforming the Russell 1000 Growth Index. The Fund typically makes equity investments in U.S. companies that issue stocks included in the Russell 1000 Index, and companies with similar market capitalizations.

Throughout the year ended February 29, 2008, 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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.


19



GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Futures contracts

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

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

Swaps are marked to market daily using 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.


20



GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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 29, 2008, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each tax 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


21



GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carryforwards, losses on wash sale transactions, post-October capital losses and derivative contract transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Distributions
In Excess Of Net
Realized Gain
  Paid-in Capital  
$ (13,219 )   $ 13,219     $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 2,427,666     $ 7,693,260    
Long-term capital gains     5,551,345       24,992,261    
Total distributions   $ 7,979,011     $ 32,685,521    

 

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


22



GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 242,636    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $215,010.

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/28/2011   $ (2,843,668 )  
2/29/2012     (782,016 )  
Total   $ (3,625,684 )  

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 213,504,631     $ 5,855,927     $ (21,077,892 )   $ (15,221,965 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund


23



GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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.

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.31% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.


24



GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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.

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 Class M net assets. This fee may be spent on personal services rendered to Class M shareholders of the Fund and/or maintenance of Class M shareholder accounts.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.31% of the 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 29, 2008 was $2,163 and $750, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $252,287,441 and $351,299,126, 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.


25



GMO U.S. Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 86.74% of the outstanding shares of the Fund were held by four shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, less than 0.01% of the Fund's shares were held by one related party comprised of a certain GMO employee account, and 0.02% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     302,944     $ 5,156,583       581,512     $ 10,177,303    
Shares issued to shareholders
in reinvestment of distributions
    327,572       5,900,873       931,773       16,163,150    
Shares repurchased     (5,457,694 )     (96,575,840 )     (7,324,024 )     (128,047,668 )  
Net increase (decrease)     (4,827,178 )   $ (85,518,384 )     (5,810,739 )   $ (101,707,215 )  
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class M:   Shares   Amount   Shares   Amount  
Shares sold     290,213     $ 5,119,051       4,457,973     $ 77,513,557    
Shares issued to shareholders
in reinvestment of distributions
    115,575       2,077,162       949,423       16,479,194    
Shares repurchased     (1,039,952 )     (17,903,820 )     (14,412,085 )     (254,590,287 )  
Net increase (decrease)     (634,164 )   $ (10,707,607 )     (9,004,689 )   $ (160,597,536 )  

 


26




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") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


27



GMO U.S. Growth Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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 (12b-1) and/or administration 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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.46 %   $ 1,000.00     $ 909.20     $ 2.18    
2) Hypothetical     0.46 %   $ 1,000.00     $ 1,022.58     $ 2.31    
Class M  
1) Actual     0.76 %   $ 1,000.00     $ 907.60     $ 3.60    
2) Hypothetical     0.76 %   $ 1,000.00     $ 1,021.08     $ 3.82    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


28



GMO U.S. Growth Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $5,551,345 from long-term capital gains.

For taxable, non-corporate shareholders, 99.91% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 99.91% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $202,769 or if determined to be different, the qualified interest income of such year.


29



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


30



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110 DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


31



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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




GMO Real Estate Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Real Estate Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO Real Estate Fund returned -24.0% for the fiscal year ended February 29, 2008, as compared to -24.8% for the MSCI U.S. REIT Index. The Fund was invested substantially in U.S. equity securities throughout the period.

Stock selection added to returns relative to the MSCI U.S. REIT Index. Selections in the Specialized and Retail GICS Sub-Industries added to relative returns while selections in the Diversified GICS Sub-Industry detracted. In terms of individual names, overweight positions in Public Storage and ProLogis and an underweight in General Growth Properties added to relative returns. An overweight position in Vornado Realty Trust, an underweight in Equity Residential and not owning Crescent Real Estate Equity detracted.

Sector selection detracted from returns relative to the MSCI U.S. REIT Index. GICS Sub-Industry sectors detracting from returns versus the benchmark included an overweight in Retail and an underweight in Residential while an overweight in Specialized added to relative 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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



GMO Real Estate Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Real Estate Investments     96.1 %  
Short-Term Investments     4.1    
Other     (0.2 )  
      100.0 %  
Industry Sector Summary   % of REIT Investments  
Shopping Centers     13.5 %  
Regional Malls     12.9    
Apartments     11.1    
Industrial     10.6    
Health Care     10.2    
Office Suburban     8.3    
Diversified     7.6    
Office Central Business District     7.4    
Storage     6.9    
Hotels     6.3    
Triple Net     3.1    
Manufactured Housing     1.7    
Outlets     0.4    
      100.0 %  

 


1




GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        REAL ESTATE INVESTMENTS — 96.1%  
        REAL ESTATE INVESTMENT TRUSTS — 96.1%  
        Apartments — 10.6%  
    5,900     American Campus Communities, Inc.     153,990    
    5,207     Apartment Investment & Management Co.-Class A     179,381    
    3,800     Avalonbay Communities, Inc.     351,234    
    3,300     BRE Properties, Inc.-Class A     142,098    
    4,000     Camden Property Trust     189,960    
    7,500     Education Realty Trust, Inc.     95,550    
    6,200     Equity Residential Properties Trust     236,716    
    1,600     Essex Property Trust, Inc.     168,064    
    2,900     Home Properties of NY, Inc.     133,458    
    2,000     Investors Real Estate Trust     18,740    
    2,300     Mid-America Apartment Communities, Inc.     111,527    
    4,300     Post Properties, Inc.     180,858    
    4,700     UDR, Inc.     105,045    
    Total Apartments     2,066,621    
        Diversified — 7.3%  
    3,200     Colonial Properties Trust     77,952    
    300     Cousins Properties, Inc.     7,278    
    8,500     Franklin Street Properties Corp.     107,270    
    1,000     Pennslyvania Real Estate Investment Trust     24,730    
    14,100     Vornado Realty Trust     1,178,196    
    1,000     Washington Real Estate Investment Trust     31,920    
    Total Diversified     1,427,346    
        Health Care — 9.8%  
    14,300     HCP, Inc.     417,274    
    7,100     Health Care, Inc.     292,236    
    2,000     LTC Properties, Inc.     48,280    
    5,000     Medical Properties Trust, Inc.     59,900    
    3,000     National Health Investors, Inc.     90,390    

 

See accompanying notes to the financial statements.


2



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Health Care — continued  
    7,800     Nationwide Health Properties     236,574    
    5,900     Omega Healthcare Investors, Inc.     100,064    
    7,600     Senior Housing Properties Trust     161,652    
    800     Universal Health Realty Income Trust     26,936    
    11,500     Ventas, Inc.     480,930    
    Total Health Care     1,914,236    
        Hotels — 6.1%  
    7,200     DiamondRock Hospitality Co.     89,928    
    9,000     Hospitality Properties Trust     326,970    
    43,900     Host Marriott Corp.     710,741    
    1,100     Lasalle Hotel Properties     31,790    
    1,200     Sunstone Hotel Investors, Inc.     18,792    
    Total Hotels     1,178,221    
        Industrial — 10.2%  
    8,800     AMB Property Corp.     441,584    
    4,800     Digital Realty Trust, Inc.     172,320    
    600     Eastgroup Properties, Inc.     25,458    
    1,100     First Industrial Realty Trust, Inc.     33,418    
    24,438     ProLogis     1,316,719    
    Total Industrial     1,989,499    
        Manufactured Housing — 1.6%  
    4,800     Equity Lifestyle Properties, Inc.     219,264    
    4,600     Sun Communities, Inc.     93,748    
    Total Manufactured Housing     313,012    
        Office Central Business District — 7.1%  
    7,500     American Financial Realty Trust     57,975    
    5,300     BioMed Realty Trust, Inc.     116,176    
      9,600     Boston Properties, Inc.     827,232    
    3,700     Douglas Emmett, Inc.     78,403    

 

See accompanying notes to the financial statements.


3



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Office Central Business District — continued  
    700     Maguire Properties, Inc.     15,904    
    3,223     SL Green Realty Corp.     294,905    
    Total Office Central Business District     1,390,595    
        Office Suburban — 8.0%  
    3,100     Alexandria Real Estate Equity, Inc.     284,580    
    2,889     Brandywine Realty Trust     48,362    
    800     Corporate Office Properties     24,512    
    15,300     Duke Realty Investments     350,676    
    4,800     Highwoods Properties, Inc.     141,504    
    26,600     HRPT Properties Trust     183,008    
    1,800     Kilroy Realty Corp.     85,374    
    8,100     Liberty Property Trust     240,651    
    4,400     Mack-Cali Realty Corp.     151,756    
    500     Parkway Properties, Inc.     17,875    
    400     PS Business Parks, Inc.     19,420    
    Total Office Suburban     1,547,718    
        Outlets — 0.4%  
    1,900     Tanger Factory Outlet Centers, Inc.     67,450    
        Regional Malls — 12.4%  
    5,400     CBL & Associates Properties, Inc.     126,090    
    14,400     General Growth Properties     508,464    
    4,700     Macerich Co.     300,800    
    15,700     Simon Property Group, Inc.     1,315,660    
    3,300     Taubman Centers, Inc.     160,875    
    Total Regional Malls     2,411,889    
        Shopping Centers — 13.0%  
    300     Alexander's, Inc. *      90,735    
    10,900     Developers Diversified Realty Corp.     420,304    
    5,900     Equity One, Inc.     126,260    
    5,100     Federal Realty Investment Trust     365,568    

 

See accompanying notes to the financial statements.


4



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Shopping Centers — continued  
    4,400     Inland Real Estate Corp.     61,336    
    22,758     Kimco Realty Corp.     768,538    
    6,300     Regency Centers Corp.     373,905    
    1,000     Saul Centers, Inc.     46,400    
    1,600     Urstadt Biddle Properties, Inc.     23,504    
    7,900     Weingarten Realty Investors     253,669    
    Total Shopping Centers     2,530,219    
        Storage — 6.6%  
    5,000     Extra Space Storage, Inc.     75,350    
    14,014     Public Storage, Inc.     1,140,179    
    2,000     Sovran Self Storage     77,100    
    Total Storage     1,292,629    
        Triple Net — 3.0%  
    2,400     Entertainment Properties Trust     112,488    
    3,000     Getty Realty Corp.     80,580    
    5,500     Lexington Corporate Properties Trust     79,585    
    5,800     National Retail Properties, Inc.     120,060    
    8,300     Realty Income Corp.     190,983    
    Total Triple Net     583,696    
    TOTAL REAL ESTATE INVESTMENT TRUSTS (COST $22,194,803)     18,713,131    
    TOTAL REAL ESTATE INVESTMENTS (COST $22,194,803)     18,713,131    

 

See accompanying notes to the financial statements.


5



GMO Real Estate Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        SHORT-TERM INVESTMENTS — 4.1%  
    402,845     Citigroup Global Markets Repurchase Agreement, dated 02/29/08,
due 03/03/08, with a maturity value of $402,870 and an effective yield of
0.75%, collateralized by a U.S. Treasury Bond with a rate of 11.25%,
maturity date of 02/15/15 and a market value, including accrued interest,
of $416,599.
    402,845    
    400,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (a)      397,171    
    TOTAL SHORT-TERM INVESTMENTS (COST $799,542)     800,016    
      TOTAL INVESTMENTS — 100.2%
(Cost $22,994,345)
    19,513,147    
      Other Assets and Liabilities (net) — (0.2%)     (47,862 )  
    TOTAL NET ASSETS — 100.0%   $ 19,465,285    

 

Notes to Schedule of Investments:

*  Non-income producing security.

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

See accompanying notes to the financial statements.


6




GMO Real Estate Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $22,994,345) (Note 2)   $ 19,513,147    
Dividends and interest receivable     16,812    
Receivable for expenses reimbursed by Manager (Note 3)     4,234    
Total assets     19,534,193    
Liabilities:  
Payable for Fund shares repurchased     10,000    
Payable to affiliate for (Note 3):  
Management fee     5,509    
Shareholder service fee     2,504    
Trustees and Chief Compliance Officer of GMO Trust fees     36    
Accrued expenses     50,859    
Total liabilities     68,908    
Net assets   $ 19,465,285    
Net assets consist of:  
Paid-in capital   $ 22,558,084    
Accumulated undistributed net investment income     319,064    
Accumulated net realized gain     69,335    
Net unrealized depreciation     (3,481,198 )  
    $ 19,465,285    
Net assets attributable to:  
Class III shares   $ 19,465,285    
Shares outstanding:  
Class III     2,480,396    
Net asset value per share:  
Class III   $ 7.85    

 

See accompanying notes to the financial statements.


7



GMO Real Estate Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 1,179,711    
Interest     38,242    
Securities lending income     5,635    
Total investment income     1,223,588    
Expenses:  
Management fee (Note 3)     94,838    
Shareholder service fee – Class III (Note 3)     43,108    
Custodian, fund accounting agent and transfer agent fees     12,951    
Audit and tax fees     48,025    
Legal fees     833    
Trustees fees and related expenses (Note 3)     253    
Registration fees     552    
Miscellaneous     988    
Total expenses     201,548    
Fees and expenses reimbursed by Manager (Note 3)     (63,305 )  
Net expenses     138,243    
Net investment income (loss)     1,085,345    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     2,263,639    
Change in net unrealized appreciation (depreciation) on investments     (11,549,632 )  
Net realized and unrealized gain (loss)     (9,285,993 )  
Net increase (decrease) in net assets resulting from operations   $ (8,200,648 )  

 

See accompanying notes to the financial statements.


8



GMO Real Estate Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 1,085,345     $ 1,167,931    
Net realized gain (loss)     2,263,639       4,112,753    
Change in net unrealized appreciation (depreciation)     (11,549,632 )     4,229,092    
Net increase (decrease) in net assets from operations     (8,200,648 )     9,509,776    
Distributions to shareholders from:  
Net investment income  
Class III     (360,012 )     (888,285 )  
Net realized gains  
Class III     (5,263,497 )     (7,162,158 )  
      (5,623,509 )     (8,050,443 )  
Net share transactions (Note 7):  
Class III     (4,360,814 )     (5,200,133 )  
Total increase (decrease) in net assets     (18,184,971 )     (3,740,800 )  
Net assets:  
Beginning of period     37,650,256       41,391,056    
End of period (including accumulated undistributed net investment
income of $319,064 and $0, respectively)
  $ 19,465,285     $ 37,650,256    

 

See accompanying notes to the financial statements.


9




GMO Real Estate Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 12.87     $ 12.27     $ 14.54     $ 14.65     $ 10.49    
Income (loss) from investment operations:  
Net investment income (loss)      0.40       0.38       0.61       0.59       0.58    
Net realized and unrealized gain (loss)     (3.29 )     2.72       3.24       1.55       4.01    
Total from investment operations     (2.89 )     3.10       3.85       2.14       4.59    
Less distributions to shareholders:  
From net investment income     (0.14 )     (0.31 )     (0.40 )     (0.87 )     (0.43 )  
From net realized gains     (1.99 )     (2.19 )     (5.72 )     (1.38 )        
Total distributions     (2.13 )     (2.50 )     (6.12 )     (2.25 )     (0.43 )  
Net asset value, end of period   $ 7.85     $ 12.87     $ 12.27     $ 14.54     $ 14.65    
Total Return(a)      (24.04 )%     29.76 %     28.89 %     16.01 %     44.56 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 19,465     $ 37,650     $ 41,391     $ 235,837     $ 191,458    
Net expenses to average daily net assets     0.48 %     0.48 %     0.48 %     0.48 %     0.52 %  
Net investment income to average daily
net assets
    3.78 %     3.24 %     3.91 %     4.13 %     4.61 %  
Portfolio turnover rate     49 %     43 %     52 %     134 %     56 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.22 %     0.28 %     0.25 %     0.25 %     0.24 %  

 

†  Calculated using average shares outstanding throughout the period.

(a)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

See accompanying notes to the financial statements.


10




GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the MSCI U.S. REIT Index. The Fund typically makes equity investments in U.S. companies that issue stocks included in the MSCI U.S. REIT Index, and companies with similar characteristics.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Futures contracts

The Fund may purchase and sell futures contracts. 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


11



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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 29, 2008, the Fund had no securities on loan.


12



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to adjustments related to real estate investment trust holdings, losses on wash sales transactions and post-October capital losses.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (406,269 )   $ 406,269     $    

 


13



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 725,652     $ 6,640,595    
Long-term capital gains     4,897,857       1,409,848    
Total distributions   $ 5,623,509     $ 8,050,443    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 339,820    
Undistributed long-term capital gain   $ 291,656    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $98,433.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 23,138,989     $ 205,304     $ (3,831,146 )   $ (3,625,842 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Distributions paid by real estate investment trusts ("REITs") in excess of their income are recorded as reductions of the cost of the related investments which increases/decreases the realized gains/losses as applicable. If the Fund no longer owns the applicable securities, any distributions received in excess of income are recorded as realized gains. Dividends representing a return of capital are reflected as a reduction of cost, when the amount of the


14



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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.

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in REITs rather than a more diversified portfolio of investments. Since the Fund's investments are concentrated in real-estate related securities, the value of its shares can be expected to change in light of factors affecting the real estate industry, including local or regional economic conditions, changes in zoning laws, changes in real estate value and property taxes, and changes in interest rates. The value of the Fund's shares may fluctuate more widely than the value of shares of a portfolio that invests in a broader range of industries.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value


15



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

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

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.33% of the Funds' 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 29, 2008 was $253 and $43, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $13,776,123 and $21,956,147, 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;


16



GMO Real Estate Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 86.25% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.51% of the Fund's shares were held by six related parties comprised of certain GMO employee accounts, and 71.94% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     12,826     $ 100,698       84,697     $ 914,263    
Shares issued to shareholders
in reinvestment of distributions
    514,775       4,830,216       644,533       7,044,489    
Shares repurchased     (973,250 )     (9,291,728 )     (1,176,570 )     (13,158,885 )  
Net increase (decrease)     (445,649 )   $ (4,360,814 )     (447,340 )   $ (5,200,133 )  

 


17




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Real Estate Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Real Estate Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


18



GMO Real Estate Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     $ 879.50     $ 2.24    
2) Hypothetical     0.48 %   $ 1,000.00     $ 1,022.48     $ 2.41    

 

*  Expenses are calculated using the Class's annualized expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


19



GMO Real Estate Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $4,897,857 from long-term capital gains.

The Fund hereby designates as qualified short-term capital gains with respect to its taxable year ended February 29, 2008, $365,640 or if determined to be different, the qualified short-term capital gains of such year.


20



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary,
Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.
    47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


21



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).
    47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


22



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


23



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


24




GMO Taiwan Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Taiwan Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO Taiwan Fund returned +7.0% for the fiscal year ended February 29, 2008, as compared to +12.5% for the MSCI Taiwan Index. The Fund was invested substantially in emerging markets equities tied economically to Taiwan.

Performance was helped by an overweight in the Materials sector and by an underweight in the Information Technology sector. Stock selection in the Consumer Discretionary sector added to performance while stock selection in the Information Technology and Materials sectors detracted from performance.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .15% on the purchase and .45% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.



GMO Taiwan Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     97.0 %  
Short-Term Investments     2.1    
Other     0.9    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Information Technology     47.6 %  
Materials     21.8    
Financials     13.8    
Telecommunication Services     9.0    
Industrials     5.0    
Consumer Discretionary     1.7    
Consumer Staples     0.6    
Energy     0.5    
      100.0 %  

 


1




GMO Taiwan Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 97.0%  
        Taiwan — 97.0%  
    6,337     Altek Corp     8,570    
    9,000     Arima Computer Corp *      1,598    
    1,886,452     Asustek Computer Inc     5,208,017    
    4,862,000     AU Optronics Corp     9,273,720    
    1,862,000     Cathay Financial Holding Co Ltd     4,665,311    
    4,978,280     Chi Mei Optoelectronics Corp     6,548,012    
    5,710,000     China Bills Finance Corp *      1,349,492    
    8,094,153     China Development Financial Holding Corp     3,314,401    
    4,530     China Motor Corp     3,391    
    5,481,290     China Steel Corp     8,098,515    
    6,409,000     Chinatrust Financial Holding Co Ltd *      5,729,706    
    7,000     Chunghwa Picture Tubes Ltd *      2,343    
    5,104,620     Chunghwa Telecom Co Ltd     12,691,755    
    5,405     Chungwa Telecom Co Ltd ADR     132,639    
    2,702,375     Compal Electronics Inc     2,435,599    
    5,700     Continental Engineering Corp     3,877    
    378,000     Delta Electronics Inc     1,075,129    
    270,302     DFI Inc     631,527    
    1,149,173     Dimerco Express Taiwan Corp     1,462,016    
    824,728     D-Link Corp     1,310,257    
    6,570     Elite Semiconductor Memory Technology Inc     10,678    
    1,182,840     Far Eastern Department Stores Ltd     2,163,149    
    3,673,025     Far Eastern Textile Co Ltd     5,984,233    
    1,799,000     Far Eastone Telecommunications Co Ltd     2,512,106    
    2,422,000     First Financial Holding Co Ltd     2,162,235    
    3,334,169     Formosa Chemicals & Fibre Co     8,102,586    
    366,077     Formosa Petrochemical Corp     1,012,942    
    2,884,424     Formosa Plastics Corp     7,775,498    
    444,000     Foxconn Technology Co Ltd     2,896,581    
    3,442,000     Fubon Financial Holding Co Ltd     3,745,996    
    2,000     Gigabyte Technology Co Ltd     1,248    
    667,700     Gloria Material Technology Corp     1,000,097    

 

See accompanying notes to the financial statements.


2



GMO Taiwan Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Taiwan — continued  
    2,262,000     Hannstar Display Corp *      972,993    
    424,965     High Tech Computer Corp     8,772,856    
    3,349,553     Hon Hai Precision Industry Co Ltd     19,983,835    
    147,000     Hotai Motor Company Ltd     415,182    
    379,620     Innolux Display Corp     1,047,506    
    25,093     Kinpo Electronics     8,328    
    1,300,555     Les Enphants Co Ltd     937,237    
    1,550,052     Lite-On Technology Corp     2,117,422    
    771,789     MediaTek Inc     8,656,010    
    2,345,000     Mega Financial Holdings Co Ltd     1,674,489    
    5,000     Mercuries & Associates Ltd     3,481    
    1,038     Micro-Star International Co Ltd     826    
    810     Mosel Vitelic Inc     614    
    4,481,000     Nan Ya Plastics Corp     10,552,983    
    1,000     Nien Hsing Textile Co Ltd     644    
    559,000     Novatek Microelectronics Corp Ltd     1,967,018    
    8,931     Oriental Union Chemical     8,686    
    17,000     Prodisc Technology Inc *      2,795    
    170     Promos Technologies Inc     44    
    10,000     Qisda Corp *      9,319    
    2,631     Quanta Computer Inc     3,449    
    218,150     Richtek Technology Corp     1,924,936    
    14,802     Sampo Corp *      3,174    
    2,521     Shinkong Synthetic Fibers *      966    
    2,088,738     Siliconware Precision Industries Co     3,403,815    
    197     Sino American Silicon Products Inc     1,293    
    2,670     Systex Corp     2,727    
    5,689,889     Taiwan Cement Corp     10,122,720    
    265,000     Taiwan Fertilizer Co Ltd     1,033,599    
    2,250,539     Taiwan Mobile Co Ltd     3,812,718    
    9,021,471     Taiwan Semiconductor Manufacturing Co Ltd     17,623,837    
    85,118     Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR     829,049    
    3,108     Transcend Information Inc     8,590    
    7,607     Tsann Kuen Enterprises Co Ltd *      10,101    

 

See accompanying notes to the financial statements.


3



GMO Taiwan Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        Taiwan — continued  
    2,192     TXC Corp     3,227    
    766,000     U-Ming Marine Transport Co     2,106,097    
    748,900     Unimicron Technology Corp     1,130,031    
    985,000     Uni-President Enterprises Corp     1,414,035    
    16,000     USI Corp     9,836    
    1,320,209     Wan Hai Lines Ltd     1,121,121    
    4,209,620     Waterland Financial Holdings     1,608,752    
    1,193,000     Wintek Corp     1,164,637    
    1,677,000     Wistron Corp     2,769,342    
    2,968,195     Ya Hsin Industrial Co Ltd * (a) (b)      960    
    13,379     Yang Ming Marine Transport     8,824    
    2,938     Yieh Phui Enterprise     1,341    
    5,898,000     Yuanta Financial Holding Co Ltd *      5,170,761    
    2,000     Yungtay Engineering Co Ltd     1,593    
    Total Taiwan     213,737,023    
    TOTAL COMMON STOCKS (COST $203,515,061)     213,737,023    
        SHORT-TERM INVESTMENTS — 2.1%  
    4,700,000     HSBC Bank USA Time Deposit, 2.94%, due 03/03/08     4,700,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $4,700,000)     4,700,000    
            TOTAL INVESTMENTS — 99.1%
(Cost $208,215,061)
    218,437,023    
            Other Assets and Liabilities (net) — 0.9%     1,922,107    
    TOTAL NET ASSETS — 100.0%   $ 220,359,130    

 

See accompanying notes to the financial statements.


4



GMO Taiwan Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

ADR - American Depositary Receipt

*  Non-income producing security.

(a)  Bankrupt issuer.

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

As of February 29, 2008, 91.01% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


5




GMO Taiwan Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $208,215,061) (Note 2)   $ 218,437,023    
Cash     248    
Foreign currency, at value (cost $2,298,253) (Note 2)     2,326,164    
Receivable for investments sold     104,056    
Interest receivable     384    
Total assets     220,867,875    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     132,415    
Shareholder service fee     24,522    
Trustees and Chief Compliance Officer of GMO Trust fees     210    
Accrued expenses     351,598    
Total liabilities     508,745    
Net assets   $ 220,359,130    
Net assets consist of:  
Paid-in capital   $ 203,790,228    
Distributions in excess of net investment income     (134,693 )  
Accumulated net realized gain     6,453,722    
Net unrealized appreciation     10,249,873    
    $ 220,359,130    
Net assets attributable to:  
Class III shares   $ 220,359,130    
Shares outstanding:  
Class III     9,828,062    
Net asset value per share:  
Class III   $ 22.42    

 

See accompanying notes to the financial statements.


6



GMO Taiwan Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $2,259,275)   $ 9,326,615    
Interest     333,620    
Total investment income     9,660,235    
Expenses:  
Management fee (Note 3)     2,395,136    
Shareholder service fee – Class III (Note 3)     443,544    
Custodian and fund accounting agent fees     840,211    
Transfer agent fees     27,392    
Audit and tax fees     77,416    
Legal fees     6,405    
Trustees fees and related expenses (Note 3)     8,940    
Miscellaneous     4,147    
Total expenses     3,803,191    
Expense reductions (Note 2)     (2,835 )  
Net expenses     3,800,356    
Net investment income (loss)     5,859,879    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     59,378,007    
Net increase from payments by affiliates (Note 3)     56,687    
Foreign currency, forward contracts and foreign currency related transactions     85,844    
Net realized gain (loss)     59,520,538    
Change in net unrealized appreciation (depreciation) on:  
Investments     (38,964,287 )  
Foreign currency, forward contracts and foreign currency related transactions     27,906    
Net unrealized gain (loss)     (38,936,381 )  
Net realized and unrealized gain (loss)     20,584,157    
Net increase (decrease) in net assets resulting from operations   $ 26,444,036    

 

See accompanying notes to the financial statements.


7



GMO Taiwan Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 5,859,879     $ 4,701,705    
Net realized gain (loss)     59,520,538       34,885,028    
Change in net unrealized appreciation (depreciation)     (38,936,381 )     9,642,412    
Net increase (decrease) in net assets from operations     26,444,036       49,229,145    
Distributions to shareholders from:  
Net investment income  
Class III     (6,074,310 )     (4,289,930 )  
Net realized gains  
Class III     (75,886,885 )     (18,170,015 )  
      (81,961,195 )     (22,459,945 )  
Net share transactions (Note 7):  
Class III     (41,624,038 )     (1,464,219 )  
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     613,631       331,242    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    (41,010,407 )     (1,132,977 )  
Total increase (decrease) in net assets     (96,527,566 )     25,636,223    
Net assets:  
Beginning of period     316,886,696       291,250,473    
End of period (including distributions in excess of net investment
income of $134,693 and $6,677, respectively)
  $ 220,359,130     $ 316,886,696    

 

See accompanying notes to the financial statements.


8




GMO Taiwan Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 30.98     $ 28.34     $ 26.79     $ 29.67     $ 20.28    
Income (loss) from investment operations:  
Net investment income (loss)      0.61       0.46       0.52       0.13       (0.10 )  
Net realized and unrealized gain (loss)     1.50       4.32       1.91       (1.45 )     10.03    
Total from investment operations     2.11       4.78       2.43       (1.32 )     9.93    
Less distributions to shareholders:  
From net investment income     (0.85 )     (0.39 )     (0.59 )           (0.02 )  
From net realized gains     (9.82 )     (1.75 )     (0.29 )     (1.56 )     (0.52 )  
Total distributions     (10.67 )     (2.14 )     (0.88 )     (1.56 )     (0.54 )  
Net asset value, end of period   $ 22.42     $ 30.98     $ 28.34     $ 26.79     $ 29.67    
Total Return(a)      6.97 %(b)      17.12 %     9.13 %     (3.82 )%     49.53 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 220,359     $ 316,887     $ 291,250     $ 224,466     $ 181,313    
Net expenses to average daily net assets     1.29 %(c)      1.26 %     1.28 %     1.34 %     1.36 %  
Net investment income to average daily
net assets
    1.98 %     1.56 %     1.95 %     0.53 %     (0.40 )%  
Portfolio turnover rate     94 %     41 %     31 %     88 %     86 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts: 
  $ 0.06     $ 0.03     $ 0.04     $ 0.05     $ 0.04    

 

(a)  Calculation excludes purchase premiums and redemption fees which are borne by the shareholders and assumes the effect of reinvested distributions.

(b)  The effect of losses in the amount of $56,687, resulting from compliance violations and the Manager's reimbursement of such losses, had no effect on the total return.

(c)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


9




GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the MSCI Taiwan Index. The Fund typically makes equity investments in companies doing business in, or otherwise tied economically to, Taiwan.

Shares of the Fund are not publicly offered and are principally available to other GMO funds and certain accredited investors.

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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


10



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

before the close of the NYSE. As a result, foreign equity securities are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. There were no forward currency contracts outstanding at the end of the period.

Futures contracts

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


11



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.


12



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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

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


13



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

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

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

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

The Fund is currently subject to a Taiwanese security transaction tax of 0.3% of the transaction amount on equities, which must be paid by the Fund upon the sale or transfer of any portfolio securities subject to such tax.


14



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to passive foreign investment company transactions, losses on wash sale transactions and foreign currency transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 86,415     $ (86,415 )   $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any short-term capital gains)   $ 16,985,992     $ 6,696,114    
Long-term capital gains     64,975,203       15,763,831    
Total distributions   $ 81,961,195     $ 22,459,945    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed long-term capital gain   $ 7,921,022    

 


15



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 209,817,054     $ 24,439,181     $ (15,819,212 )   $ 8,619,969    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Taiwanese companies typically declare dividends in the Fund's third calendar quarter of each year. As a result, the Fund receives substantially more dividend income in the first half of its fiscal year.

Dividend and interest income generated in Taiwan is subject to a 20% withholding tax. Stock dividends received (except those which have resulted from capitalization of capital surplus) are taxable at 20% of the par value of the stock dividends received.

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.

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases of Fund shares was 0.15% of the amount invested. In the case of cash redemptions, the fee was 0.45% of the amount redeemed. If the Manager


16



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

Investments in emerging countries, such as Taiwan, present certain risks that are not inherent in many other securities. Many emerging countries present elements of political and/or economic instability. The securities markets of emerging countries are generally smaller and less developed than the securities markets of the U.S. and developed foreign markets. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The Taiwanese markets are relatively illiquid. Accordingly, the Fund may not be able to realize in an actual sale amounts approximating those used to value its holdings. The Fund may concentrate investments in the securities of a small number of issuers. As a result, the value of the Fund's shares can be expected to change in light of factors affecting those issuers and may fluctuate more widely than the value of shares of a portfolio that invests in a broader range of securities.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by


17



GMO Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.81% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for class III shares.

The Fund's portion of the fees paid by the Trust to the independent Trustees and the Chief Compliance Officer ("CCO") during the year ended February 29, 2008 was $8,480 and $1,114, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

The Manager compensated the Fund $56,687 in connection with a purchase of securities in excess of amounts permitted under the Fund's investment restrictions.

4.  Purchases and sales of securities

Cost of purchase and proceeds from sales of securities, excluding short-term investments, for the year ended February 29, 2008 aggregated $267,938,877 and $381,850,473, 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 Taiwan Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 98.32% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, there were no shares held by related parties, and all of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     294,310     $ 9,579,509       1,278,137     $ 38,531,217    
Shares issued to shareholders
in reinvestment of distributions
    3,387,026       81,961,194       735,687       22,459,945    
Shares repurchased     (4,083,581 )     (133,164,741 )     (2,060,006 )     (62,455,381 )  
Purchase premiums           14,390             55,783    
Redemption fees           599,241             275,459    
Net increase (decrease)     (402,245 )   $ (41,010,407 )     (46,182 )   $ (1,132,977 )  

 


19




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Taiwan Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Taiwan Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


20



GMO Taiwan Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     1.32 %   $ 1,000.00     $ 916.10     $ 6.29    
2) Hypothetical     1.32 %   $ 1,000.00     $ 1,018.30     $ 6.62    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


21



GMO Taiwan Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $64,975,203 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $2,259,103 and recognized foreign source income of $11,585,890.

The Fund hereby designates as qualified short-term capital gain with respect to its taxable year ended February 29, 2008, $11,002,380 or if determined to be different, the qualified short-term gain of such year.


22



GMO Taiwan Fund

(A Series of GMO Trust)


Note Concerning Distributions (Unaudited)

The Fund previously reported estimated sources of any dividends, short-term capital gains, and long-term capital gains distributions paid on a per share basis. Pursuant to Rule 19a-1(e) of the Investment Company Act, the following serves as a correction of such estimates. 12% of distributions to shareholders declared from net investment income during the Fund's fiscal year were reclassified to distributions from net realized gains and are reflected as such in the Statement of Changes in Net Assets.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


25



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Emerging Markets Opportunities Fund (formerly GMO Emerging Markets Quality Fund) returned +26.7% for the fiscal year ended February 29, 2008, as compared to +32.9% for the S&P/IFC Investable Composite Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in emerging markets equities.

Country selection detracted 1.0% from performance during the period. The Fund did not invest in the smallest countries in the index like Egypt, Morocco, and Peru. Consequently, the Fund slightly overweighted the largest countries in the index. Peru and Egypt outperformed the benchmark. Overweights in Korea and Taiwan detracted from performance, while an overweight in Brazil contributed to performance.

Stock selection detracted 5.2% from performance. Quality was the only driver of stock selection. Stock selection added to performance in Brazil where quality fared well, while it detracted from performance in India, Indonesia, South Korea, Mexico, and South Africa, where quality underperformed.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and 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. Returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect oftaxes on distributions and redemptions. All information is unaudited. Performance for Class VI will vary due to different fees.

†  The S&P/IFC Investable Composite Index + represents the GMO Asia 7 Index prior to 9/22/04 and the S&P/IFC Investable Composite Index thereafter.



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     87.9 %  
Preferred Stocks     9.9    
Rights and Warrants     0.0    
Short-Term Investments     1.9    
Other     0.3    
      100.0 %  
Country Summary   % of Equity Investments  
China     15.4 %  
Brazil     15.2    
South Korea     14.1    
Taiwan     11.7    
Russia     11.0    
India     9.0    
South Africa     6.2    
Mexico     5.1    
Malaysia     2.6    
Israel     2.6    
Poland     1.7    
Indonesia     1.4    
Chile     1.3    
Thailand     1.0    
Philippines     0.5    
Argentina     0.5    
Hungary     0.5    
Czech Republic     0.2    
      100.0 %  

 


1



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Information Technology     19.7 %  
Energy     18.4    
Financials     16.3    
Telecommunication Services     15.8    
Materials     12.7    
Consumer Staples     5.6    
Industrials     4.2    
Consumer Discretionary     4.0    
Health Care     2.3    
Utilities     1.0    
      100.0 %  

 


2




GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 87.9%  
        Argentina — 0.5%  
    125,000     Tenaris SA ADR     5,556,250    
        Brazil — 5.1%  
    401,700     Companhia Vale do Rio Doce     13,933,961    
    93,420     Companhia Vale do Rio Doce ADR     3,254,753    
    657,900     Petroleo Brasileiro SA (Petrobras)     38,008,888    
    Total Brazil     55,197,602    
        Chile — 1.3%  
    43,235     Banco de Chile ADR     2,445,804    
    82,906     Banco Santander Chile SA ADR     4,291,215    
    82,300     Compania Cervecerias Unidas ADR     2,734,006    
    336,000     Lan Airlines SA Sponsored ADR     4,495,680    
    Total Chile     13,966,705    
        China — 15.1%  
    806,420     Angang Steel Co Ltd Class H     2,109,607    
    21,078,000     China Construction Bank Class H     15,970,012    
    430,000     China Mengniu Dairy Co Ltd     1,159,850    
    1,334,171     China Merchants Holdings International Co Ltd     7,161,364    
    3,450,200     China Mobile Ltd     51,660,330    
    2,708,000     China Petroleum & Chemical Corp Class H     2,959,579    
    746,000     China Resources Enterprise Ltd     2,648,423    
    944,000     China Shenhua Energy Co Ltd Class H     4,808,367    
    2,906,000     China Shipping Container Lines Co Ltd Class H     1,288,659    
    1,022,000     China Shipping Development Co Ltd Class H     3,161,012    
    3,514,000     China Telecom Corp Ltd Class H     2,587,958    
    4,196,000     CNOOC Ltd     6,968,510    
    1,606,000     Cosco Pacific Ltd     3,463,964    
    2,800,000     Datang International Power Generation Co Ltd     1,878,493    
    9,268,592     Denway Motors Ltd     4,684,979    

 

See accompanying notes to the financial statements.


3



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        China — continued  
    2,778,000     Dongfeng Motor Group Co Ltd     1,693,940    
    404,000     Guangzhou R&F Properties Co Ltd Class H     1,224,253    
    3,644,000     Huaneng Power International Inc Class H     2,977,465    
    12,828,000     Industrial and Commercial Bank of China Ltd Class H     8,899,463    
    108,000     Netease.Com Inc ADR * (a)      2,316,600    
    12,322,842     PetroChina Co Ltd Class H     18,037,912    
    399,000     Ping An Insurance (Group) Co of China Ltd Class H     3,022,018    
    98,470     Sina.com *      4,077,643    
    56,000     Sohu.Com, Inc. *      2,524,480    
    80,200     Suntech Power Holdings Co Ltd ADR *      2,981,034    
    1,357,600     Yanzhou Coal Mining Co Ltd Class H     2,214,752    
    1,670,000     Zhejiang Expressway Co Ltd Class H     1,639,653    
    Total China     164,120,320    
        Czech Republic — 0.1%  
    22,300     CEZ AS     1,643,200    
        Hungary — 0.4%  
    120,760     OTP Bank Nyrt     4,879,595    
        India — 8.8%  
    229,350     Bharti Airtel Ltd *      4,674,747    
    285,500     Cipla Ltd     1,461,044    
    105,000     GAIL India Ltd     1,093,031    
    10,400     GAIL India Ltd GDR     655,200    
    78,140     HDFC Bank Ltd     2,798,972    
    86,850     Hero Honda Motors Ltd     1,631,090    
    1,164,770     Hindustan Lever     6,544,078    
    189,906     Housing Development Finance Corp Ltd     13,059,923    
    99,700     ICICI Bank Ltd     2,657,213    
    633,800     Infosys Technologies Ltd     24,194,672    
    1,322,390     ITC Ltd     6,601,487    
    23,700     Larsen & Toubro Ltd     2,056,653    
    191,970     Oil & Natural Gas Corp Ltd     4,800,668    

 

See accompanying notes to the financial statements.


4



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        India — continued  
    61,500     Reliance Industries Ltd     3,749,454    
    474,400     Satyam Computer Services Ltd     5,103,785    
    389,660     Steel Authority of India Ltd     2,434,557    
    244,000     Suzlon Energy Ltd     1,693,556    
    267,780     Tata Consultancy Services Ltd     5,807,835    
    81,758     Tata Motors Ltd     1,409,357    
    345,300     Wipro Ltd     3,721,615    
    Total India     96,148,937    
        Indonesia — 1.3%  
    1,316,585     Astra International Tbk PT     3,950,421    
    2,043,500     Bank Rakyat Indonesia     1,586,345    
    7,312,000     Telekomunikasi Indonesia Tbk PT     7,740,171    
    25,200     Telekomunikasi Indonesia Tbk PT ADR     1,075,032    
    Total Indonesia     14,351,969    
        Israel — 2.5%  
    190,100     Check Point Software Technologies Ltd *      4,166,992    
    56,900     Teva Pharmaceutical Industries Ltd     2,778,640    
    415,600     Teva Pharmaceutical Industries Ltd Sponsored ADR     20,393,492    
    Total Israel     27,339,124    
        Malaysia — 2.6%  
    103,000     British American Tobacco Berhad     1,379,504    
    370,100     Digi.com Berhad     2,750,499    
    1,915,000     Genting Berhad     4,050,904    
    1,942,750     IOI Corp Berhad     4,832,032    
    1,590,500     Malayan Banking Berhad     4,489,596    
    917,400     MISC Berhad (Foreign Registered)     2,510,652    
    555,500     Public Bank Berhad     1,814,726    
    2,928,000     Resorts World Berhad     3,386,471    
    281,400     Tanjong Plc     1,398,033    
    1,821,024     YTL Power International Berhad     1,434,131    
    Total Malaysia     28,046,548    

 

See accompanying notes to the financial statements.


5



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Mexico — 5.0%  
    106,600     America Movil SA de CV Class L ADR     6,445,036    
    1,005,705     America Movil SAB de CV Class L     3,040,591    
    1,820,273     Cemex SA de CV CPO *      4,996,828    
    507,900     Corporacion GEO SA de CV Series B *      1,621,866    
    924,000     Fomento Economico Mexicano SA de CV     3,701,176    
    1,157,000     Grupo Financiero Banorte SA de CV     4,807,330    
    487,400     Grupo Mexico SA Class B     3,390,411    
    356,000     Grupo Modelo SA de CV Class C     1,628,426    
    282,100     Grupo Televisa SA-Series CPO     1,246,929    
    372,900     Telefonos de Mexico SA de CV Sponsored ADR Class L     12,380,280    
    3,036,379     Wal-Mart de Mexico SA de CV Class V     11,068,183    
    Total Mexico     54,327,056    
        Philippines — 0.5%  
    79,500     Philippine Long Distance Telephone Co     5,609,392    
        Poland — 1.6%  
    57,300     Bank Pekao SA     4,298,332    
    332,650     Powszechna Kasa Oszczednosci Bank Polski SA     5,963,319    
    27,460     Prokom Software SA     1,456,811    
    635,800     Telekomunikacja Polska SA     5,922,978    
    Total Poland     17,641,440    
        Russia — 10.7%  
    227,000     JSC Mining & Smelting Co ADR     6,628,400    
    461,503     Lukoil Sponsored ADR     34,151,222    
    262,330     Mobile Telesystems Sponsored ADR     21,526,800    
    304,950     OAO Gazprom Sponsored GDR     15,491,460    
    553,000     OAO Rosneft Oil Co GDR     4,523,540    
    5,910,000     Sberbank RF     19,680,300    
    58,300     Sistema JSFC Sponsored GDR     2,081,473    
    375,500     Vimpel-Communications Sponsored ADR     13,041,115    
    Total Russia     117,124,310    

 

See accompanying notes to the financial statements.


6



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        South Africa — 6.1%  
    197,300     Absa Group Ltd     2,792,722    
    289,000     African Bank Investments Ltd     1,138,512    
    18,000     Anglo American Platinum Corp     2,821,515    
    99,800     Barloworld Ltd     1,201,722    
    192,100     Bidvest Group Ltd     2,832,785    
    3,381,504     FirstRand Ltd     8,002,653    
    445,600     Impala Platinum Holdings Ltd     18,439,264    
    116,367     Imperial Holdings Ltd     1,177,174    
    247,300     JD Group Ltd     1,333,099    
    238,600     MTN Group Ltd     3,736,306    
    58,500     Naspers Ltd Class N     1,107,206    
    250,379     Pretoria Portland Cement Co Ltd     1,359,501    
    68,300     Sasol Ltd     3,492,998    
    867,668     Standard Bank Group Ltd     10,828,811    
    754,500     Steinhoff International Holdings Ltd     1,732,895    
    82,200     Telkom South Africa Ltd     1,465,755    
    102,176     Tiger Brands Ltd     1,818,662    
    703,700     Woolworths Holdings     1,113,020    
    Total South Africa     66,394,600    
        South Korea — 13.8%  
    59,900     Doosan Infracore Co Ltd     1,864,330    
    83,700     Hana Financial Group Inc     3,714,019    
    54,300     Hynix Semiconductor Inc *      1,396,344    
    36,300     Hyundai Engineering & Construction     3,264,792    
    74,800     Hyundai Mobis     5,741,573    
    48,660     Hyundai Motor Co     3,411,900    
    97,600     KIA Motors Corp *      998,077    
    28,490     Kookmin Bank     1,755,827    
    116,100     KT Corp ADR *      2,820,069    
    84,700     KT Freetel Co Ltd *      2,209,023    
    130,600     KT&G Corp     10,775,338    
    47,300     LG Chemicals Ltd     3,953,368    

 

See accompanying notes to the financial statements.


7



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        South Korea — continued  
    19,560     LG Electronics Inc     2,106,681    
    34,300     NCSoft Corp *      1,637,247    
    35,400     NHN Corp *      7,856,567    
    45,350     POSCO     24,943,543    
    85,833     Samsung Electronics Co Ltd     50,312,923    
    45,600     Samsung Techwin Co Ltd     2,328,425    
    82,460     Shinhan Financial Group Co Ltd     4,442,022    
    12,500     Shinsegae Co Ltd     7,761,534    
    6,800     SK Telecom Co Ltd     1,382,217    
    240,010     SK Telecom Co Ltd ADR     5,376,224    
    Total South Korea     150,052,043    
        Taiwan — 11.5%  
    1,181,711     Acer Inc     2,143,994    
    2,187,238     Asustek Computer Inc     6,038,411    
    1,516,000     Cathay Financial Holding Co Ltd     3,798,395    
    3,239,189     China Steel Corp     4,785,848    
    1,627,000     Chinatrust Financial Holding Co Ltd *      1,454,553    
    3,308,400     Chunghwa Telecom Co Ltd     8,225,764    
    5,610     Chungwa Telecom Co Ltd ADR     137,669    
    2,088,500     Compal Electronics Inc     1,882,325    
    728,417     Delta Electronics Inc     2,071,805    
    1,657,167     Formosa Chemicals & Fibre Co     4,027,192    
    504,582     Formosa Petrochemical Corp     1,396,188    
    1,242,869     Formosa Plastics Corp     3,350,383    
    261,855     Foxconn Technology Co Ltd     1,708,297    
    244,200     High Tech Computer Corp     5,041,195    
    4,229,685     Hon Hai Precision Industry Co Ltd     25,234,808    
    814,578     Lite-On Technology Corp     1,112,740    
    922,593     MediaTek Inc     10,347,354    
    1,616,444     Nan Ya Plastics Corp     3,806,808    
    422,636     Novatek Microelectronics Corp Ltd     1,487,178    
    2,146,547     Quanta Computer Inc     2,814,014    

 

See accompanying notes to the financial statements.


8



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Taiwan — continued  
    870,250     Taiwan Mobile Co Ltd     1,474,321    
    16,716,625     Taiwan Semiconductor Manufacturing Co Ltd     32,656,656    
    Total Taiwan     124,995,898    
        Thailand — 1.0%  
    959,000     Advanced Info Service Pcl (Foreign Registered) (b)      3,158,152    
    290,400     PTT Exploration & Production Pcl (Foreign Registered) (b)      1,461,697    
    431,611     PTT Pcl (Foreign Registered) (b)      4,615,756    
    48,000     Siam Cement Pcl (Foreign Registered) (b)      326,229    
    149,000     Siam Cement Pcl NVDR (b)      1,012,669    
    Total Thailand     10,574,503    
    TOTAL COMMON STOCKS (COST $667,651,290)     957,969,492    
        PREFERRED STOCKS — 9.9%  
        Brazil — 9.7%  
    202,248     Banco Bradesco SA 0.32%     6,314,644    
    808,100     Banco Itau Holding Financeira SA 2.81%     20,356,608    
    846,248     Companhia Vale do Rio Doce Class A 0.05%     24,950,580    
    158,400     Gerdau SA 2.11%     5,176,030    
    746,708     Itausa-Investimentos Itau SA 0.11%     4,746,680    
    918,000     Petroleo Brasileiro SA (Petrobras) 0.43%     44,214,476    
    Total Brazil     105,759,018    
        South Korea — 0.2%  
    6,200     Samsung Electronics Co Ltd (Non Voting) 3.69%     2,661,539    
    TOTAL PREFERRED STOCKS (COST $52,230,638)     108,420,557    

 

See accompanying notes to the financial statements.


9



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        RIGHTS AND WARRANTS — 0.0%  
        Brazil — 0.0%  
    2,795     Banco Bradesco SA Rights, Expires 02/22/08 * (c)      7,355    
        Thailand — 0.0%  
    480,663     True Corp Pcl Warrants, Expires 04/03/08 * (b)         
    TOTAL RIGHTS AND WARRANTS (COST $8,704)     7,355    
        SHORT-TERM INVESTMENTS — 1.9%  
    2,000,000     ABN Amro Bank Time Deposit, 3.10%, due 03/03/08     2,000,000    
    2,000,000     Bank of America Time Deposit, 3.05%, due 03/03/08     2,000,000    
    2,193,000     Bank of New York Mellon Institutional Cash Reserves Fund (d)      2,193,000    
    2,000,000     Barclays Plc Time Deposit, 3.12%, due 03/03/08     2,000,000    
    8,500,000     HSBC Bank USA Time Deposit, 2.94%, due 03/03/08     8,500,000    
    2,000,000     Rabobank Time Deposit, 3.00%, due 03/03/08     2,000,000    
    2,000,000     Royal Bank of Scotland Time Deposit, 3.10%, due 03/03/08     2,000,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $20,693,000)     20,693,000    
            TOTAL INVESTMENTS — 99.7%
(Cost $740,583,632)
    1,087,090,404    
            Other Assets and Liabilities (net) — 0.3%     3,181,426    
    TOTAL NET ASSETS — 100.0%   $ 1,090,271,830    

 

See accompanying notes to the financial statements.


10



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

ADR - American Depositary Receipt

CPO - Ordinary Participation Certificate (Certificado de Participacion Ordinares), representing a bundle of shares of the multiple series of one issuer that trade together as a unit.

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

GDR - Global Depository Receipt

NVDR - Non-Voting Depository Receipt

*  Non-income producing security.

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

(b)  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)  As of February 29, 2008, these rights have been exercised but shares have not yet been credited to the Fund.

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

As of February 29, 2008, 62.73% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


11




GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)

Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $2,187,900 (cost $740,583,632) (Note 2)   $ 1,087,090,404    
Cash     65,764    
Foreign currency, at value (cost $1,372,479) (Note 2)     1,375,952    
Receivable for investments sold     2,267,516    
Receivable for Fund shares sold     1,799    
Dividends and interest receivable     3,130,418    
Receivable for expenses reimbursed by Manager (Note 3)     17,574    
Total assets     1,093,949,427    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     2,193,000    
Payable for investments purchased     390,373    
Payable for Fund shares repurchased     17,594    
Payable to affiliate for (Note 3):  
Management fee     342,936    
Shareholder service fee     73,718    
Trustees and Chief Compliance Officer of GMO Trust fees     1,331    
Accrued expenses     658,645    
Total liabilities     3,677,597    
Net assets   $ 1,090,271,830    
Net assets consist of:  
Paid-in capital   $ 723,501,169    
Distributions in excess of net investment income     (5,213,113 )  
Accumulated net realized gain     25,423,921    
Net unrealized appreciation     346,559,853    
    $ 1,090,271,830    
Net assets attributable to:  
Class III shares   $ 353,477,530    
Class VI shares   $ 736,794,300    
Shares outstanding:  
Class III     26,617,368    
Class VI     55,344,281    
Net asset value per share:  
Class III   $ 13.28    
Class VI   $ 13.31    

 

See accompanying notes to the financial statements.


12



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)

Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $2,269,127)   $ 20,727,736    
Interest     1,172,978    
Securities lending income     12,365    
Total investment income     21,913,079    
Expenses:  
Management fee (Note 3)     4,107,482    
Shareholder service fee – Class III (Note 3)     524,043    
Shareholder service fee – Class VI (Note 3)     372,630    
Custodian and fund accounting agent fees     1,580,264    
Transfer agent fees     41,970    
Audit and tax fees     80,235    
Legal fees     28,830    
Trustees fees and related expenses (Note 3)     9,893    
Registration fees     4,310    
Miscellaneous     16,127    
Total expenses     6,765,784    
Fees and expenses reimbursed by Manager (Note 3)     (149,229 )  
Net expenses     6,616,555    
Net investment income (loss)     15,296,524    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments (net of foreign capital gains tax of $17,811) (Note 2)     70,821,732    
Foreign currency, forward contracts and foreign currency related transactions
(net of CPMF tax of $6,711) (Note 2)
    146,647    
Net realized gain (loss)     70,968,379    
Change in net unrealized appreciation (depreciation) on:  
Investments (net of change in foreign capital gains tax accrual of $2,039,078) (Note 2)     138,085,305    
Foreign currency, forward contracts and foreign currency related transactions     56,076    
Net unrealized gain (loss)     138,141,381    
Net realized and unrealized gain (loss)     209,109,760    
Net increase (decrease) in net assets resulting from operations   $ 224,406,284    

 

See accompanying notes to the financial statements.


13



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)

Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 15,296,524     $ 12,620,530    
Net realized gain (loss)     70,968,379       45,066,930    
Change in net unrealized appreciation (depreciation)     138,141,381       60,935,011    
Net increase (decrease) in net assets from operations     224,406,284       118,622,471    
Distributions to shareholders from:  
Net investment income  
Class III     (6,966,010 )     (4,399,199 )  
Class VI     (14,556,021 )     (8,242,433 )  
Total distributions from net investment income     (21,522,031 )     (12,641,632 )  
Net realized gains  
Class III     (23,553,007 )     (13,817,514 )  
Class VI     (44,940,537 )     (24,802,423 )  
Total distributions from net realized gains     (68,493,544 )     (38,619,937 )  
      (90,015,575 )     (51,261,569 )  
Net share transactions (Note 7):  
Class III     11,905,376       70,136,125    
Class VI     111,032,810       104,030,228    
Increase (decrease) in net assets resulting from net share
transactions
    122,938,186       174,166,353    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     758,901       434,472    
Class VI     416,207       409,974    
Increase in net assets resulting from purchase premiums
and redemption fees
    1,175,108       844,446    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    124,113,294       175,010,799    
Total increase (decrease) in net assets     258,504,003       242,371,701    
Net assets:  
Beginning of period     831,767,827       589,396,126    
End of period (including distributions in excess of net investment
income of $5,213,113 and accumulated undistributed  
net investment income of $1,046,001, respectively)
  $ 1,090,271,830     $ 831,767,827    

 

See accompanying notes to the financial statements.


14




GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 11.36     $ 10.38     $ 7.71     $ 13.77     $ 7.25    
Income (loss) from investment operations:  
Net investment income (loss)     0.20       0.18       0.15       0.17       0.23    
Net realized and unrealized gain (loss)     2.89       1.57       2.67       0.19       6.35    
Total from investment operations     3.09       1.75       2.82       0.36       6.58    
Less distributions to shareholders:  
From net investment income     (0.27 )     (0.18 )     (0.11 )     (0.52 )     (0.06 )  
From net realized gains     (0.90 )     (0.59 )     (0.04 )     (5.90 )        
Total distributions     (1.17 )     (0.77 )     (0.15 )     (6.42 )     (0.06 )  
Net asset value, end of period   $ 13.28     $ 11.36     $ 10.38     $ 7.71     $ 13.77    
Total Return(a)      26.68 %     17.27 %     36.86 %     16.19 %     91.04 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 353,478     $ 292,123     $ 197,026     $ 82,153     $ 141,614    
Net expenses to average daily net assets     0.71 %     0.70 %     0.73 %     1.22 %     1.25 %  
Net investment income to average daily
net assets
    1.46 %     1.70 %     1.71 %     1.84 %     1.76 %  
Portfolio turnover rate     17 %     17 %     18 %     141 %     39 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.01 %     0.02 %     0.04 %     0.11 %     0.07 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts: 
  $ 0.03     $ 0.02     $ 0.04     $ 0.06     $ 0.02    

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


15



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Financial Highlights
(For a Class VI share outstanding throughout each period)

    Year Ended February 28/29,  
    2008   2007   2006   2005(a)   
Net asset value, beginning of period   $ 11.38     $ 10.39     $ 7.72     $ 6.52    
Income (loss) from investment operations:  
Net investment income (loss)      0.20       0.20       0.15       0.03    
Net realized and unrealized gain (loss)     2.91       1.57       2.67       1.44    
Total from investment operations     3.11       1.77       2.82       1.47    
Less distributions to shareholders:  
From net investment income     (0.28 )     (0.19 )     (0.11 )     (0.01 )  
From net realized gains     (0.90 )     (0.59 )     (0.04 )     (0.26 )  
Total distributions     (1.18 )     (0.78 )     (0.15 )     (0.27 )  
Net asset value, end of period   $ 13.31     $ 11.38     $ 10.39     $ 7.72    
Total Return(b)      26.83 %     17.45 %     36.92 %     23.05 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 736,794     $ 539,645     $ 392,370     $ 103,152    
Net expenses to average daily net assets     0.61 %     0.61 %     0.64 %     0.71 %*   
Net investment income to average daily net assets     1.50 %     1.82 %     1.66 %     0.99 %*   
Portfolio turnover rate     17 %     17 %     18 %     141 %††   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.01 %     0.02 %     0.04 %     0.16 %*   
Purchase premiums and redemption fees
consisted of the following per share
amounts: 
  $ 0.01     $ 0.01     $ 0.03     $ 0.04    

 

(a)  Period from September 23, 2004 (commencement of operations) through February 28, 2005.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2005.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


16




GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its investment objective by outperforming its benchmark, the S&P/IFCI (Investable) Composite Index. The Fund typically makes equity investments in companies whose stocks are traded in the securities markets of the world's non-developed markets, which excludes countries that are included in the MSCI EAFE Index.

For the year ended February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class VI. Each class of shares bears a different level of shareholder service fees.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. Because many foreign equity securities markets and


17



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

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

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. There were no forward currency contracts outstanding at the end of the period.

Futures contracts

The Fund may purchase and sell futures contracts. 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


18



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.


19



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

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

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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

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


20



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

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 29, 2008, the Fund had loaned securities valued by the Fund at $2,187,900, collateralized by cash in the amount of $2,193,000, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. The Fund did not have a deferred tax liability in respect of unrealized appreciation on foreign securities for potential capital gains and repatriation taxes as of February 29, 2008. The accrual for capital gains and repatriation taxes is included in net unrealized gain (loss) in the Statement of Operations.


21



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

For the year ended February 29, 2008, the Fund incurred $17,811 in capital gain taxes which is included in net realized gain (loss) in the Statement of Operations.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. For the year ended February 29, 2008, the Fund incurred $6,711 in CPMF tax which is included in the net realized gain (loss) on foreign currency, forward contracts and foreign currency related transactions in the Statement of Operations.

The Fund is currently subject to a Taiwanese security transaction tax of 0.30% of the transaction amount on equities and 0.10% of the transaction amount on mutual fund shares, which must be paid by the Fund upon the sale or transfer of any portfolio securities subject to such tax.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to passive foreign investment company transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (33,607 )   $ (23,671 )   $ 57,278    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 31,121,979     $ 16,533,932    
Long-term capital gains     58,893,596       34,727,637    
Total distributions   $ 90,015,575     $ 51,261,569    

 


22



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 999,240    
Undistributed long-term capital gain   $ 25,461,490    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 746,833,554     $ 354,189,961     $ (13,933,111 )   $ 340,256,850    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.


23



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.50% of the amount invested or redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. These fees are allocated relative to each class's net assets on the share transaction date. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

Investments in securities of issuers in emerging countries present certain risks that are not inherent in many other investments. Many emerging countries present elements of political and/or economic instability. The securities markets of emerging countries are generally smaller and less developed than the securities markets of the U.S. and developed foreign markets. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The markets in emerging countries are typically less liquid than those of developed markets. Accordingly, the Fund may not be able to realize in an actual sale amounts approximating those used to value its holdings.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.


24



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

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 average daily net assets of each class at the annual rate of 0.15% for Class III shares and 0.055% for Class VI shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, custodial fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.40% of the 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 29, 2008 was $8,605 and $4,537, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $219,074,542 and $166,010,304, 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


25



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 45.76% of the outstanding shares of the Fund were held by one shareholder. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.

As of February 29, 2008, 0.09% of the Fund's shares were held by six related parties comprised of certain GMO employee accounts, and 97.85% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     5,544,644     $ 72,929,163       6,699,064     $ 70,948,543    
Shares issued to shareholders
in reinvestment of distributions
    2,089,807       29,583,608       1,632,202       17,790,965    
Shares repurchased     (6,737,464 )     (90,607,395 )     (1,601,291 )     (18,603,383 )  
Purchase premiums           355,991             355,893    
Redemption fees           402,910             78,579    
Net increase (decrease)     896,987     $ 12,664,277       6,729,975     $ 70,570,597    
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     5,543,984     $ 74,667,359       7,184,647     $ 76,812,535    
Shares issued to shareholders
in reinvestment of distributions
    4,182,085       59,496,558       3,025,802       33,044,856    
Shares repurchased     (1,790,190 )     (23,131,107 )     (551,552 )     (5,827,163 )  
Purchase premiums           317,281             381,811    
Redemption fees           98,926             28,163    
Net increase (decrease)     7,935,879     $ 111,449,017       9,658,897     $ 104,440,202    

 


26




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Markets Opportunities Fund
(formerly GMO Emerging Markets Quality Fund)

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Markets Opportunities Fund (formerly GMO Emerging Markets Quality Fund) (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


27



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)
Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.73 %   $ 1,000.00     $ 1,048.80     $ 3.72    
2) Hypothetical     0.73 %   $ 1,000.00     $ 1,021.23     $ 3.67    
Class VI  
1) Actual     0.63 %   $ 1,000.00     $ 1,049.50     $ 3.21    
2) Hypothetical     0.63 %   $ 1,000.00     $ 1,021.73     $ 3.17    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


28



GMO Emerging Markets Opportunities Fund

(formerly GMO Emerging Markets Quality Fund)
(A Series of GMO Trust)

Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $58,893,596 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $2,269,127 and recognized foreign source income of $22,996,863.

For taxable, non-corporate shareholders, 32.28% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $101,807 and $9,599,947, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


29



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 – Law and Business2; Vice Chair (since 2002) and Secretary,
Provant, Inc. (provider of personnel performance improvement services and training
products); Author of Legal Treatises.
    47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


30



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


31



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and
Member, Grantham, Mayo,
Van Otterloo & Co. LLC.
 
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group
(2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC
(since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).
 
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC
(since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).
 
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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




GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO International Intrinsic Value Fund returned -1.1% for the fiscal year ended February 29, 2008, as compared to +0.8% for the MSCI EAFE Index and +1.1% for the S&P/Citigroup PMI EPAC Value Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in international equity securities throughout the period.

Stock selection had the biggest negative impact on relative performance. Holdings in British bank Royal Bank of Scotland, British pharmaceutical GlaxoSmithKline, and Japanese auto maker Honda Motor were the most significant detractors. On the positive side were holdings in Australian mining company Rio Tinto, Dutch bank ABN AMRO, and French steel maker ArcelorMittal, all of which outperformed strongly.

Country allocation had minimal impact on relative performance. Overweights to Germany and the Netherlands helped, while an overweight to Belgium hurt. In addition, not holding Korea, which GMO classifies as an emerging market but S&P/Citigroup considers developed, reduced returns against the value index.

Currency allocation had a positive impact as our underweight to the British pound and overweight to the Canadian dollar added value. The U.S. dollar weakened relative to most foreign currencies which boosted returns for U.S. investors. The MSCI EAFE Index returned 10% more in U.S. dollar terms than in local currency.

Sector exposures had a positive impact. Our underweight to Financials and overweight to Energy helped while our underweight to Consumer Staples hurt.

Among GMO's international quantitative stock selection disciplines, momentum did better than valuation, but all underperformed. Stocks favored for their strong momentum characteristics missed slightly relative to EAFE, while those highly ranked by intrinsic value or by quality-adjusted value lagged by a wider margin.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Classes II, IV and M will vary due to different fees.



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     94.8 %  
Short-Term Investments     3.8    
Preferred Stocks     0.4    
Forward Currency Contracts     0.3    
Rights and Warrants     0.0    
Futures     (0.8 )  
Other     1.5    
      100.0 %  
Country Summary   % of Equity Investments  
Japan     22.4 %  
United Kingdom     22.4    
France     12.7    
Germany     7.5    
Australia     5.1    
Switzerland     4.3    
Finland     4.3    
Italy     4.1    
Netherlands     3.6    
Canada     2.5    
Spain     2.4    
Hong Kong     2.0    
Singapore     1.9    
Belgium     1.5    
Sweden     1.4    
Norway     0.8    
Ireland     0.6    
Austria     0.2    
Denmark     0.2    
Greece     0.1    
      100.0 %  

 


1



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     20.9 %  
Energy     15.7    
Health Care     11.9    
Consumer Discretionary     10.8    
Materials     9.3    
Telecommunication Services     9.2    
Industrials     7.9    
Information Technology     5.5    
Utilities     4.5    
Consumer Staples     4.3    
      100.0 %  

 


2




GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 94.8%  
        Australia — 4.9%  
    1,127,380     Australia and New Zealand Banking Group Ltd     22,749,877    
    1,856,798     BHP Billiton Ltd     67,184,149    
    1,690,912     BlueScope Steel Ltd     16,914,481    
    315,009     Commonwealth Bank of Australia     12,198,371    
    162,800     Macquarie Group Ltd     8,130,296    
    4,232,474     Mirvac Group Ltd     15,002,995    
    2,414,840     Qantas Airways Ltd     9,391,847    
    297,833     QBE Insurance Group Ltd     6,160,307    
    368,880     Santos Ltd     4,372,453    
    5,732,648     Stockland     37,099,239    
    2,571,958     Suncorp-Metway Ltd     32,993,563    
    242,694     TABCORP Holdings Ltd     3,421,315    
    6,732,990     Telstra Corp Ltd     30,267,354    
    1,352,222     Westpac Banking Corp     28,922,227    
    847,188     Woodside Petroleum Ltd     44,300,761    
    254,630     Woolworths Ltd     6,800,446    
    788,833     Zinifex Ltd     7,936,685    
    Total Australia     353,846,366    
        Austria — 0.2%  
    204,281     OMV AG     14,760,320    
        Belgium — 1.4%  
    60,387     Belgacom SA     2,892,055    
    23,323     Colruyt SA     5,698,923    
    40,503     Delhaize Group     3,067,392    
    1,798,600     Dexia     42,285,214    
    2,132,999     Fortis     47,123,115    
    28,241     Solvay SA     3,549,077    
    Total Belgium     104,615,776    

 

See accompanying notes to the financial statements.


3



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Canada — 2.4%  
    131,200     Bank of Montreal     6,624,984    
    322,611     BCE Inc     11,691,678    
    402,800     Canadian Imperial Bank of Commerce     27,333,515    
    229,300     Canadian Natural Resources     17,183,813    
    56,700     Canadian Pacific Railway Ltd     4,121,227    
    447,000     EnCana Corp     34,075,093    
    147,600     Magna International Inc Class A     10,824,250    
    530,300     National Bank of Canada     26,174,218    
    344,000     Sun Life Financial Inc     16,479,147    
    190,500     Suncor Energy Inc     19,645,161    
    Total Canada     174,153,086    
        Denmark — 0.2%  
    332,800     Danske Bank A/S (a)      12,712,361    
        Finland — 4.1%  
    329,570     Neste Oil Oyj     11,531,360    
    5,936,592     Nokia Oyj     213,287,663    
    348,479     Outokumpu Oyj     13,217,461    
    510,317     Rautaruukki Oyj     22,250,003    
    1,110,219     Sampo Oyj Class A     30,131,645    
    38,955     Stockmann Oyj AB Class A     1,830,144    
    21,113     Wartsila Oyj Class A     1,633,816    
    66,708     Wartsila Oyj Class B     4,559,927    
    Total Finland     298,442,019    
        France — 12.0%  
    999,657     Arcelor Mittal (a)      75,902,407    
    826,470     BNP Paribas     73,886,341    
    17,258     Bongrain SA     1,902,158    
    100,462     Bouygues     6,861,575    
    118,326     Casino Guichard-Perrachon SA     13,383,521    
    189,857     Cie de Saint-Gobain     14,841,957    
    301,329     Credit Agricole SA     8,173,485    
    90,739     Essilor International SA     5,387,876    

 

See accompanying notes to the financial statements.


4



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        France — continued  
    1,103,013     France Telecom SA     37,027,076    
    3,655     Fromageries Bel     957,724    
    51,142     Hermes International     5,985,347    
    82,853     L'Oreal SA     9,832,316    
    56,145     Michelin SA Class B     5,529,737    
    703,581     Peugeot SA     53,485,690    
    289,154     Renault SA     30,895,089    
    2,682,871     Sanofi-Aventis     198,298,108    
    266,693     Societe Generale     28,535,941    
    66,673     Societe Generale NV (New Shares) *      7,326,276    
    3,957,451     Total SA     298,012,030    
    Total France     876,224,654    
        Germany — 6.8%  
    758     Aareal Bank AG     25,780    
    271,462     Adidas AG     17,229,956    
    107,805     Allianz SE (Registered)     18,584,851    
    518,023     BASF AG     66,242,500    
    163,521     Bayer AG     12,584,482    
    522,346     Bayerische Motoren Werke AG     28,781,920    
    697,207     Daimler AG (Registered)     58,059,017    
    150,896     Deutsche Bank AG (Registered)     16,740,681    
    325,823     E.ON AG     61,344,586    
    58,487     Linde AG     7,774,569    
    106,469     MAN AG     14,043,397    
    196,304     Muenchener Rueckversicherungs AG (Registered)     34,539,558    
    181,683     RWE AG     21,995,512    
    171,703     Salzgitter AG     30,096,438    
    617,306     SAP AG     29,152,145    
    574,649     ThyssenKrupp AG     33,046,553    
    186,022     Volkswagen AG     42,356,227    
    Total Germany     492,598,172    
        Greece — 0.1%  
    148,497     Alpha Bank A.E.     4,504,621    

 

See accompanying notes to the financial statements.


5



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Hong Kong — 1.9%  
    290,000     Cheung Kong Holdings Ltd     4,331,843    
    5,688,098     CLP Holdings Ltd     44,464,577    
    535,200     Esprit Holdings Ltd     6,725,872    
    171,000     Guoco Group     1,940,789    
    542,700     Hang Seng Bank Ltd     10,272,320    
    1,094,000     Henderson Land Development Co Ltd     8,493,589    
    1,636,000     Hong Kong & China Gas     4,764,107    
    290,700     Hong Kong Aircraft Engineering Co Ltd     6,424,390    
    4,471,969     Hong Kong Electric Holdings Ltd     25,325,794    
    564,700     Hong Kong Ferry Co Ltd     543,146    
    1,302,000     Sino Land     3,253,335    
    947,000     Sun Hung Kai Properties Ltd     16,502,856    
    2,664,400     Yue Yuen Industrial Holdings     7,885,204    
    Total Hong Kong     140,927,822    
        Ireland — 0.6%  
    580,741     Bank of Ireland     8,169,387    
    906,394     CRH Plc     33,686,610    
    Total Ireland     41,855,997    
        Italy — 3.9%  
    1,152,750     AEM SPA     4,663,351    
    275,283     Banco Popolare Scarl *      5,205,330    
    1,142,358     Enel SPA     12,326,503    
    6,766,600     ENI SPA     233,659,039    
    141,901     Fiat SPA - Di RISP     2,371,464    
    174,411     Fondiaria - Sai SPA - Di RISP     5,308,298    
    291,136     Italcementi SPA - Di RISP     4,427,704    
    197,819     Luxottica Group SPA     5,449,677    
    690,888     Mediaset SPA     6,239,318    
    97,300     Natuzzi SPA ADR *      374,605    
    779,886     Snam Rete Gas SPA     5,423,238    
    Total Italy     285,448,527    

 

See accompanying notes to the financial statements.


6



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — 21.3%  
    437,470     Acom Co Ltd     12,653,727    
    310,800     Aiful Corp     5,530,682    
    371,000     Aisin Seiki Co Ltd     14,777,812    
    478,900     Asahi Breweries     8,951,598    
    1,144,000     Asahi Kasei Corp     6,295,823    
    2,015,000     Cosmo Oil Co Ltd     6,658,498    
    397,780     Daiichi Sankyo Co Ltd     12,344,505    
    503,000     Dainippon Ink and Chemicals Inc     1,829,861    
    320,500     Denso Corp     11,964,759    
    314,000     Eisai Co Ltd     11,324,228    
    71,700     FamilyMart Co Ltd     2,112,813    
    118,800     Fanuc Ltd     11,075,586    
    81,100     Fast Retailing Co Ltd     5,991,053    
    3,223,000     Fuji Heavy Industries Ltd     14,060,262    
    873,000     Fujitsu Ltd     6,211,498    
    1,779,000     Hitachi Ltd     12,890,318    
    453,000     Hokkaido Electric Power     10,144,161    
    3,944,000     Honda Motor Co Ltd     120,391,900    
    580,600     Hoya Corp     14,731,527    
    2,074,000     Isuzu Motors Ltd     9,444,456    
    5,760,000     Itochu Corp     60,654,857    
    532,600     JFE Holdings Inc     23,731,473    
    1,069,000     Kao Corp     32,912,181    
    3,525,000     Kawasaki Kisen Kaisha Ltd     35,757,652    
    24,700     Keyence Corp     5,763,275    
    280,000     Konami Corp     9,271,587    
    642,000     Konica Minolta Holdings Inc     9,095,311    
    529,000     Kurray Co Ltd     6,310,319    
    804,800     Kyushu Electric Power Co Inc     20,277,589    
    5,062,000     Marubeni Corp     38,324,924    
    527,000     Matsushita Electric Industrial Co Ltd     11,099,358    
    1,408,000     Mazda Motor Corp     5,737,059    
    965,500     Mitsubishi Chemical Holdings     6,530,590    
    2,550,900     Mitsubishi Corp     77,829,189    

 

See accompanying notes to the financial statements.


7



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — continued  
    1,837,000     Mitsubishi Electric Corp     16,825,919    
    389,000     Mitsubishi Gas Chemical Co Inc     2,884,740    
    2,589,000     Mitsui & Co     56,304,106    
    2,032,000     Mitsui OSK Lines Ltd     26,391,379    
    3,486,000     Mitsui Trust Holding Inc     24,030,512    
    108,200     Murata Manufacturing Co Ltd     5,870,709    
    27,400     Nintendo Co Ltd     13,642,342    
    2,671,500     Nippon Mining Holdings Inc     15,822,897    
    5,246,000     Nippon Oil Corp     35,786,496    
    926,000     Nippon Sheet Glass     4,329,575    
    2,702,000     Nippon Steel Corp     14,215,763    
    10,823     Nippon Telegraph & Telephone Corp     47,196,220    
    3,433,000     Nippon Yusen KK     31,722,397    
    8,056,100     Nissan Motor Co     72,448,285    
    87,700     Nitto Denko Corp     4,269,949    
    34,830     NTT Docomo Inc     51,028,390    
    177,000     Olympus Corp     5,182,846    
    163,700     Ono Pharmaceutical Co Ltd     8,264,602    
    8,812,000     Osaka Gas Co Ltd     35,356,816    
    361,050     Promise Co Ltd     12,071,161    
    25,578     Resona Holdings Inc     41,372,778    
    1,454,000     Ricoh Company Ltd     23,351,430    
    59,500     Rohm Co Ltd     4,339,665    
    68,500     Sankyo Co Ltd Gunma     3,660,515    
    41,048     SBI Holdings Inc     10,053,004    
    941,900     Sega Sammy Holdings Inc     10,392,114    
    1,829,500     Seven & I Holdings Co Ltd     45,491,010    
    610,200     Shin-Etsu Chemical Co Ltd     32,930,286    
    1,070,000     Shinko Securities Co Ltd     3,672,221    
    1,054,000     Showa Shell Sekiyu KK     10,693,078    
    5,790,200     Sojitz Corp     21,704,728    
    204,400     Sony Corp     9,656,513    
    457,100     SUMCO Corp     10,108,131    
    920,000     Sumitomo Chemical Co Ltd     6,368,542    

 

See accompanying notes to the financial statements.


8



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Japan — continued  
    1,916,100     Sumitomo Corp     27,555,814    
    598,400     Sumitomo Electric Industries Ltd     8,855,132    
    197,800     Suzuki Motor Corp     5,342,552    
    504,000     Taisho Pharmaceutical Co Ltd     10,270,697    
    837,200     Takeda Pharmaceutical Co Ltd     46,714,947    
    913,510     Takefuji Corp     23,073,480    
    159,500     TDK Corp     11,337,701    
    80,700     Terumo Corp     4,381,795    
    172,900     Tokyo Electric Power Co Inc     4,442,159    
    2,833,000     Tokyo Gas Co Ltd     12,708,204    
    896,000     TonenGeneral Sekiyu KK     8,506,147    
    848,000     Tosoh Corp     3,032,857    
    200     Toyota Industries Corp     7,570    
    137,400     Toyota Tsusho Kaisha     3,488,093    
    1,263,000     Ube Industries Ltd     3,881,807    
    894     West Japan Railway Co     4,090,033    
    15,344     Yahoo Japan Corp     6,821,998    
    89,000     Yamato Kogyo Co     3,745,288    
    Total Japan     1,548,375,824    
        Netherlands — 3.4%  
    4,238,988     Aegon NV     63,307,154    
    11,644     Gamma Holdings NV     775,480    
    442,871     Heineken NV     24,978,140    
    4,080,278     ING Groep NV     135,594,559    
    256,990     Koninklijke DSM     11,309,221    
    429,906     Reed Elsevier NV     7,986,818    
    150,599     TNT NV     5,930,962    
    Total Netherlands     249,882,334    
        Norway — 0.8%  
    938,100     DnB NOR ASA     13,722,142    
    1,202,600     StatoilHydro ASA     36,644,792    
    121,400     Yara International ASA     6,778,535    
    Total Norway     57,145,469    

 

See accompanying notes to the financial statements.


9



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Singapore — 1.8%  
    2,384,000     Neptune Orient Lines Ltd     5,209,798    
    3,387,000     Oversea-Chinese Banking Corp     18,271,201    
    3,258,100     Sembcorp Industries Ltd     10,954,774    
    4,795,000     SembCorp Marine Ltd     12,280,205    
    848,000     Singapore Exchange Ltd     4,934,194    
    4,145,000     Singapore Press Holdings Ltd     12,916,092    
    17,953,000     Singapore Telecommunications     48,575,678    
    893,201     Straits Trading Co Ltd     4,302,912    
    1,133,000     United Overseas Bank Ltd     14,365,764    
    Total Singapore     131,810,618    
        Spain — 2.3%  
    118,893     Gas Natural SDG SA     7,204,157    
    1,039,192     Iberdrola SA     15,008,809    
    245,536     Inditex SA     12,658,275    
    1,669,334     Repsol YPF SA     57,586,379    
    2,496,488     Telefonica SA     72,239,741    
    Total Spain     164,697,361    
        Sweden — 1.3%  
    387,125     Hennes & Mauritz AB Class B     21,713,116    
    1,404,200     Investor AB     29,702,243    
    572,600     SKF AB Class B     10,531,110    
    493,800     Svenska Handelsbanken AB Class A     13,756,696    
    237,300     Swedbank AB     6,413,712    
    291,500     Tele2 AB Class B     5,123,627    
    716,500     TeliaSonera AB     5,708,156    
    408,700     Volvo AB Class A     6,039,866    
    Total Sweden     98,988,526    
        Switzerland — 4.1%  
    255,426     CIE Financiere Richemont SA Class A     14,786,288    
    127,868     Nestle SA (Registered)     61,029,906    
    2,830,947     Novartis AG (Registered)     139,828,372    

 

See accompanying notes to the financial statements.


10



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Switzerland — continued  
    28,365     Swatch Group AG     8,325,836    
      358,963     Swiss Reinsurance Co (Registered)     28,772,143    
      33,591     Synthes Inc     4,707,493    
      136,229     Zurich Financial Services AG     42,586,704    
    Total Switzerland     300,036,742    
        United Kingdom — 21.3%  
      1,932,712     3i Group Plc     31,236,240    
      835,467     Alliance & Leicester Plc     9,265,931    
      571,310     Antofagasta Plc     9,105,726    
      1,644,004     AstraZeneca Plc     61,448,602    
      1,934,426     Aviva Plc     23,316,498    
      3,692,702     Barclays Plc     34,609,180    
      2,134,998     BG Group Plc     50,324,002    
      474,654     BHP Billiton Plc     15,184,236    
      452,836     British American Tobacco Plc     16,979,913    
      692,866     Cadbury Schweppes Plc     7,712,468    
      249,251     Capita Group Plc     3,229,634    
      857,388     Diageo Plc     17,520,571    
      401,044     FirstGroup Plc     4,578,637    
      14,306,808     GlaxoSmithKline Plc     312,296,718    
      3,943,691     HBOS Plc     46,862,708    
      2,998,337     Home Retail Group     15,315,834    
      400,379     International Power Plc     3,007,982    
      4,451,832     Kingfisher Plc     11,491,855    
      137,170     London Stock Exchange     3,678,437    
      504,514     Next Plc     12,795,439    
      6,401,411     Old Mutual Plc     15,812,137    
      196,978     Reckitt Benckiser Group Plc     10,625,240    
      581,886     Reed Elsevier Plc     7,323,603    
      723,713     Rio Tinto Plc     81,423,188    
      19,768,853     Royal Bank of Scotland Group     149,462,938    
      1,344,333     Royal Dutch Shell Group Class A (Amsterdam)     48,072,767    
      3,163,617     Royal Dutch Shell Plc A Shares (London)     113,119,456    

 

See accompanying notes to the financial statements.


11



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued  
    719,788     Royal Dutch Shell Plc B Shares (London)     25,251,577    
    814,502     Sage Group Plc     3,175,249    
    343,931     Scottish & Southern Energy Plc     10,056,760    
    463,122     Smith & Nephew Plc     6,017,400    
    2,881,273     Taylor Woodrow Plc     9,749,500    
    1,418,284     Tesco Plc     11,207,704    
    706,644     Unilever Plc     22,263,715    
    764,160     United Utilities Plc     10,463,764    
    98,343,721     Vodafone Group Inc     316,609,586    
    591,770     Wolseley Plc     7,241,518    
    127,799     Xstrata Plc     9,969,650    
    Total United Kingdom     1,547,806,363    
    TOTAL COMMON STOCKS (COST $6,493,177,392)     6,898,832,958    
        PREFERRED STOCKS — 0.4%  
        Germany — 0.4%  
    9,049     Villeroy & Boch AG (Non Voting) 4.37%     130,262    
    200,958     Volkswagen AG 2.02%     28,001,103    
    Total Germany     28,131,365    
        Italy — 0.0%  
    67,260     Fiat SPA 3.57%     1,135,788    
    TOTAL PREFERRED STOCKS (COST $7,676,890)     29,267,153    
        RIGHTS AND WARRANTS — 0.0%  
        France — 0.0%  
    1     Societe Generale Rights, Expires 02/29/08 * (b)      9    
    TOTAL RIGHTS AND WARRANTS (COST $7)     9    

 

See accompanying notes to the financial statements.


12



GMO International Intrinsic Value Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        SHORT-TERM INVESTMENTS — 3.8%  
    21,714,791     Bank of New York Mellon Institutional Cash Reserves Fund (c)      21,714,791    
    251,100,000     ING Bank Time Deposit, 3.13%, due 03/03/08     251,100,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $272,814,791)     272,814,791    
      TOTAL INVESTMENTS — 99.0%
(Cost $6,773,669,080)
    7,200,914,911    
      Other Assets and Liabilities (net) — 1.0%     75,048,280    
    TOTAL NET ASSETS — 100.0%   $ 7,275,963,191    

 

See accompanying notes to the financial statements.


13



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

    Settlement
Date
  Deliver/Receive   Units of
Currency
  Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
  5/23/08   CAD     13,782,806     $ 13,980,951     $ 349,657    
  5/23/08   CAD     14,200,467       14,404,616       384,628    
  5/23/08   CAD     13,782,806       13,980,951       370,320    
  5/23/08   CHF     92,224,989       88,588,717       4,228,620    
  5/23/08   CHF     92,224,989       88,588,717       4,265,567    
  5/23/08   CHF     92,224,989       88,588,717       4,237,879    
  5/23/08   CHF     92,224,989       88,588,717       4,310,029    
  5/23/08   CHF     92,224,989       88,588,717       4,204,305    
  5/23/08   CHF     92,224,989       88,588,717       4,111,165    
  5/23/08   CHF     92,224,989       88,588,717       4,078,652    
  5/23/08   JPY     9,056,555,018       87,584,411       2,673,270    
  5/23/08   JPY     5,279,470,018       51,056,861       1,650,452    
  5/23/08   JPY     5,279,470,018       51,056,861       1,764,391    
  5/23/08   JPY     5,279,470,018       51,056,861       1,792,265    
  5/23/08   JPY     5,279,470,018       51,056,861       1,752,284    
  5/23/08   JPY     5,279,470,018       51,056,861       1,621,769    
  5/23/08   JPY     5,279,470,018       51,056,861       1,640,741    
  5/23/08   NZD     24,638,081       19,440,883       (28,128 )  
  5/23/08   NZD     26,177,961       20,655,938       13,045    
  5/23/08   NZD     26,177,961       20,655,938       12,784    
  5/23/08   NZD     26,177,961       20,655,938       15,401    
  5/23/08   NZD     24,638,081       19,440,883       58,351    
  5/23/08   NZD     26,177,961       20,655,938       (19,572 )  
  5/23/08   SEK     327,172,145       52,860,430       1,341,315    
  5/23/08   SEK     327,172,145       52,860,430       1,299,907    
  5/23/08   SEK     327,172,145       52,860,430       1,250,228    
  5/23/08   SEK     327,172,145       52,860,430       1,272,371    
  5/23/08   SEK     327,172,145       52,860,430       1,294,217    
  5/23/08   SEK     327,172,145       52,860,430       1,249,560    
  5/23/08   SEK     327,172,145       52,860,430       1,261,167    
  5/23/08   SGD     34,468,502       24,793,767       262,772    
  5/23/08   SGD     34,468,502       24,793,767       295,724    

 

See accompanying notes to the financial statements.


14



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Currency Contracts — continued

    Settlement
Date
  Deliver/Receive   Units of
Currency
  Value   Net Unrealized
Appreciation
(Depreciation)
 
  5/23/08   SGD     34,468,502     $ 24,793,767     $ 281,089    
  5/23/08   SGD     34,468,502       24,793,767       299,363    
  5/23/08   SGD     34,468,502       24,793,767       295,028    
  5/23/08   SGD     34,468,502       24,793,767       270,224    
  5/23/08   SGD     34,468,502       24,793,767       279,346    
    $ 1,721,498,011     $ 54,440,186    
Sales  
  5/23/08   AUD     43,633,814     $ 40,211,323     $ (501,498 )  
  5/23/08   AUD     43,633,814       40,211,323       (452,192 )  
  5/23/08   AUD     43,633,814       40,211,323       (440,454 )  
  5/23/08   AUD     43,633,814       40,211,323       (478,023 )  
  5/23/08   AUD     43,633,814       40,211,323       (501,672 )  
  5/23/08   AUD     43,633,814       40,211,323       (483,172 )  
  5/23/08   AUD     43,633,814       40,211,323       (525,060 )  
  5/23/08   DKK     19,375,920       3,936,275       (115,974 )  
  5/23/08   DKK     18,806,040       3,820,502       (115,463 )  
  5/23/08   DKK     18,806,040       3,820,502       (113,491 )  
  5/23/08   EUR     75,444,309       114,207,092       (3,743,585 )  
  5/23/08   EUR     34,008,309       51,481,551       (1,512,123 )  
  5/23/08   EUR     34,008,309       51,481,551       (1,519,979 )  
  5/23/08   EUR     34,008,309       51,481,551       (1,513,822 )  
  5/23/08   EUR     34,008,309       51,481,551       (1,509,062 )  
  5/23/08   EUR     34,008,309       51,481,551       (1,505,457 )  
  5/23/08   EUR     34,008,309       51,481,551       (1,525,896 )  
  5/23/08   GBP     35,839,041       70,798,950       (1,263,326 )  
  5/23/08   GBP     35,839,041       70,798,950       (1,335,363 )  
  5/23/08   GBP     35,839,041       70,798,950       (1,331,779 )  
  5/23/08   GBP     35,839,041       70,798,950       (1,334,252 )  
  5/23/08   GBP     35,839,041       70,798,950       (1,289,955 )  
  5/23/08   GBP     35,839,041       70,798,950       (1,280,887 )  
  5/23/08   GBP     35,839,041       70,798,950       (1,315,472 )  
  5/23/08   HKD     147,045,302       18,924,213       (37,112 )  
  5/23/08   HKD     147,045,302       18,924,213       (39,082 )  
  5/23/08   HKD     151,501,221       19,497,675       (39,516 )  

 

See accompanying notes to the financial statements.


15



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Currency Contracts — continued

    Settlement
Date
  Deliver/Receive   Units of
Currency
  Value   Net Unrealized
Appreciation
(Depreciation)
 
  5/23/08   NOK     83,516,503     $ 15,914,979     $ (372,612 )  
  5/23/08   NOK     86,047,306       16,397,251       (393,517 )  
  5/23/08   NOK     83,516,503       15,914,979       (382,226 )  
  5/23/08   NZD     21,106,667       16,654,391       (377,035 )  
  5/23/08   NZD     21,106,667       16,654,391       (375,875 )  
  5/23/08   NZD     21,106,667       16,654,391       (372,920 )  
  5/23/08   SEK     340,041,000       54,939,621       (2,347,814 )  
    $ 1,422,221,692     $ (30,445,666 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  1,344     DAX   March 2008   $ 344,239,905     $ (55,798,208 )  
  250     Hang Seng   March 2008     38,891,316       1,083,199    
  1,374     MSCI Singapore   March 2008     73,383,755       (2,077,881 )  
  46     S&P/MIB   March 2008     11,755,658       (272,029 )  
    $ 468,270,634     $ (57,064,919 )  
Sales      
  11     AEX   March 2008   $ 1,494,619     $ 20,970    
  79     CAC 40   March 2008     5,753,826       96,750    
  134     FTSE 100   March 2008     15,528,557       328,363    
  670     IBEX 35   March 2008     134,316,044       217,168    
  60     OMXS 30   March 2008     941,924       5,732    
  295     S&P Toronto 60   March 2008     47,721,514       (496,181 )  
  130     SPI 200   March 2008     16,845,219       1,691,550    
  64     TOPIX Index   March 2008     8,134,758       15,400    
    $ 230,736,461     $ 1,879,752    

 

As of February 29, 2008, for the futures contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


16



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

ADR - American Depositary Receipt

*  Non-income producing security.

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

(b)  As of February 29, 2008, the Fund elected to sell these rights but the sale did not occur until after the Fund's year end.

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

As of February 29, 2008, 90.71% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

DKK - Danish Krone

EUR - Euro

GBP - British Pound

HKD - Hong Kong Dollar

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

SGD - Singapore Dollar

See accompanying notes to the financial statements.


17




GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $20,047,211
(cost $6,773,669,080) (Note 2)
  $ 7,200,914,911    
Foreign currency, at value (cost $5,106,940) (Note 2)     5,150,896    
Receivable for investments sold     4,807,932    
Receivable for Fund shares sold     30,251,029    
Dividends and interest receivable     13,354,813    
Foreign taxes receivable     1,783,113    
Unrealized appreciation on open forward currency contracts (Note 2)     54,487,886    
Receivable for collateral on open futures contracts (Note 2)     67,130,000    
Receivable for expenses reimbursed by Manager (Note 3)     355,395    
Total assets     7,378,235,975    
Liabilities:  
Due to custodian     539,869    
Collateral on securities loaned, at value (Note 2)     21,714,791    
Payable for investments purchased     9,618,556    
Payable for Fund shares repurchased     29,323,698    
Payable to affiliate for (Note 3):  
Management fee     3,092,258    
Shareholder service fee     686,993    
Administration fee – Class M     2,929    
Trustees and Chief Compliance Officer of GMO Trust fees     8,600    
Payable for 12b-1 fee – Class M     7,864    
Unrealized depreciation on open forward currency contracts (Note 2)     30,493,366    
Payable for variation margin on open futures contracts (Note 2)     5,510,928    
Accrued expenses     1,272,932    
Total liabilities     102,272,784    
Net assets   $ 7,275,963,191    

 

See accompanying notes to the financial statements.


18



GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 6,397,543,740    
Accumulated undistributed net investment income     84,019,314    
Accumulated net realized gain     397,961,965    
Net unrealized appreciation     396,438,172    
    $ 7,275,963,191    
Net assets attributable to:  
Class II shares   $ 510,005,986    
Class III shares   $ 2,615,878,046    
Class IV shares   $ 4,131,392,501    
Class M shares   $ 18,686,658    
Shares outstanding:  
Class II     17,178,662    
Class III     87,274,536    
Class IV     137,900,530    
Class M     631,255    
Net asset value per share:  
Class II   $ 29.69    
Class III   $ 29.97    
Class IV   $ 29.96    
Class M   $ 29.60    

 

See accompanying notes to the financial statements.


19



GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $25,382,372)   $ 250,679,585    
Interest     14,763,179    
Securities lending income     7,300,041    
Total investment income     272,742,805    
Expenses:  
Management fee (Note 3)     44,567,395    
Shareholder service fee – Class II (Note 3)     1,257,314    
Shareholder service fee – Class III (Note 3)     4,290,994    
Shareholder service fee – Class IV (Note 3)     4,320,913    
12b-1 fee – Class M (Note 3)     50,094    
Administration fee – Class M (Note 3)     40,075    
Custodian and fund accounting agent fees     3,279,718    
Transfer agent fees     76,623    
Audit and tax fees     135,819    
Legal fees     179,880    
Trustees fees and related expenses (Note 3)     90,076    
Registration fees     46,775    
Miscellaneous     105,870    
Total expenses     58,441,546    
Fees and expenses reimbursed by Manager (Note 3)     (3,737,235 )  
Net expenses     54,704,311    
Net investment income (loss)     218,038,494    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     1,144,366,689    
Closed futures contracts     69,258,238    
Foreign currency, forward contracts and foreign currency related transactions     60,896,192    
Net realized gain (loss)     1,274,521,119    
Change in net unrealized appreciation (depreciation) on:  
Investments     (1,484,624,256 )  
Open futures contracts     (53,985,887 )  
Foreign currency, forward contracts and foreign currency related transactions     16,186,155    
Net unrealized gain (loss)     (1,522,423,988 )  
Net realized and unrealized gain (loss)     (247,902,869 )  
Net increase (decrease) in net assets resulting from operations   $ (29,864,375 )  

 

See accompanying notes to the financial statements.


20



GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 218,038,494     $ 165,472,351    
Net realized gain (loss)     1,274,521,119       597,081,731    
Change in net unrealized appreciation (depreciation)     (1,522,423,988 )     585,852,751    
Net increase (decrease) in net assets from operations     (29,864,375 )     1,348,406,833    
Distributions to shareholders from:  
Net investment income  
Class II     (12,407,304 )     (8,365,929 )  
Class III     (65,215,261 )     (39,875,988 )  
Class IV     (109,936,051 )     (70,325,262 )  
Class M     (443,458 )     (208,724 )  
Total distributions from net investment income     (188,002,074 )     (118,775,903 )  
Net realized gains  
Class II     (69,248,911 )     (48,849,679 )  
Class III     (349,607,893 )     (226,473,274 )  
Class IV     (574,842,698 )     (379,033,945 )  
Class M     (2,604,560 )     (1,509,855 )  
Total distributions from net realized gains     (996,304,062 )     (655,866,753 )  
      (1,184,306,136 )     (774,642,656 )  
Net share transactions (Note 7):  
Class II     29,246,584       (56,916,409 )  
Class III     350,165,933       (325,585,440 )  
Class IV     254,901,122       1,130,419,119    
Class M     4,852,998       (14,361,930 )  
Increase (decrease) in net assets resulting from net share
transactions
    639,166,637       733,555,340    
Total increase (decrease) in net assets     (575,003,874 )     1,307,319,517    
Net assets:  
Beginning of period     7,850,967,065       6,543,647,548    
End of period (including accumulated undistributed net investment
income of $84,019,314 and distributions in excess of net
investment income of $23,501,366, respectively)
  $ 7,275,963,191     $ 7,850,967,065    

 

See accompanying notes to the financial statements.


21




GMO International Intrinsic Value Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 34.99     $ 32.35     $ 29.04     $ 24.18     $ 16.04    
Income (loss) from investment operations:  
Net investment income (loss)      0.93       0.79       0.65       0.49       0.44    
Net realized and unrealized gain (loss)     (0.86 )     5.60       4.45       5.07       8.31    
Total from investment operations     0.07       6.39       5.10       5.56       8.75    
Less distributions to shareholders:  
From net investment income     (0.83 )     (0.54 )     (0.36 )     (0.66 )     (0.61 )  
From net realized gains     (4.54 )     (3.21 )     (1.43 )     (0.04 )        
Total distributions     (5.37 )     (3.75 )     (1.79 )     (0.70 )     (0.61 )  
Net asset value, end of period   $ 29.69     $ 34.99     $ 32.35     $ 29.04     $ 24.18    
Total Return(a)      (1.11 )%     20.46 %     18.16 %     23.17 %     54.99 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 510,006     $ 564,440     $ 567,313     $ 231,695     $ 85,625    
Net expenses to average daily net assets     0.76 %     0.76 %     0.76 %     0.76 %     0.76 %  
Net investment income to average daily
net assets
    2.59 %     2.32 %     2.16 %     1.88 %     2.15 %  
Portfolio turnover rate     47 %     36 %     38 %     46 %     44 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.04 %     0.06 %     0.07 %     0.09 %  

 

†  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 and assumes the effect of reinvested distributions.

See accompanying notes to the financial statements.


22



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 35.28     $ 32.59     $ 29.23     $ 24.32     $ 16.13    
Income (loss) from investment operations:  
Net investment income (loss)      0.94       0.81       0.72       0.59       0.45    
Net realized and unrealized gain (loss)     (0.86 )     5.66       4.44       5.02       8.36    
Total from investment operations     0.08       6.47       5.16       5.61       8.81    
Less distributions to shareholders:  
From net investment income     (0.85 )     (0.57 )     (0.37 )     (0.66 )     (0.62 )  
From net realized gains     (4.54 )     (3.21 )     (1.43 )     (0.04 )        
Total distributions     (5.39 )     (3.78 )     (1.80 )     (0.70 )     (0.62 )  
Net asset value, end of period   $ 29.97     $ 35.28     $ 32.59     $ 29.23     $ 24.32    
Total Return(a)      (1.06 )%     20.54 %     18.26 %     23.28 %     55.05 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,615,878     $ 2,703,050     $ 2,795,610     $ 1,804,485     $ 1,350,850    
Net expenses to average daily net assets     0.69 %     0.69 %     0.69 %     0.69 %     0.69 %  
Net investment income to average daily
net assets
    2.61 %     2.36 %     2.39 %     2.30 %     2.22 %  
Portfolio turnover rate     47 %     36 %     38 %     46 %     44 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.04 %     0.06 %     0.07 %     0.09 %  

 

†  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 and assumes the effect of reinvested distributions.

See accompanying notes to the financial statements.


23



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 35.26     $ 32.58     $ 29.22     $ 24.31     $ 16.12    
Income (loss) from investment operations:  
Net investment income (loss)      0.96       0.80       0.74       0.54       0.43    
Net realized and unrealized gain (loss)     (0.85 )     5.68       4.43       5.09       8.39    
Total from investment operations     0.11       6.48       5.17       5.63       8.82    
Less distributions to shareholders:  
From net investment income     (0.87 )     (0.59 )     (0.38 )     (0.68 )     (0.63 )  
From net realized gains     (4.54 )     (3.21 )     (1.43 )     (0.04 )        
Total distributions     (5.41 )     (3.80 )     (1.81 )     (0.72 )     (0.63 )  
Net asset value, end of period   $ 29.96     $ 35.26     $ 32.58     $ 29.22     $ 24.31    
Total Return(a)      (0.98 )%     20.61 %     18.32 %     23.37 %     55.15 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 4,131,392     $ 4,566,106     $ 3,150,741     $ 2,193,988     $ 863,612    
Net expenses to average daily net assets     0.63 %     0.63 %     0.63 %     0.63 %     0.63 %  
Net investment income to average daily
net assets
    2.67 %     2.32 %     2.45 %     2.06 %     2.08 %  
Portfolio turnover rate     47 %     36 %     38 %     46 %     44 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.04 %     0.06 %     0.07 %     0.09 %  

 

†  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 and assumes the effect of reinvested distributions.

See accompanying notes to the financial statements.


24



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004(a)   
Net asset value, beginning of period   $ 34.93     $ 32.28     $ 28.98     $ 24.15     $ 20.92    
Income (loss) from investment operations:  
Net investment income (loss)      0.79       0.68       0.61       0.44       0.01    
Net realized and unrealized gain (loss)     (0.81 )     5.62       4.41       5.04       3.73    
Total from investment operations     (0.02 )     6.30       5.02       5.48       3.74    
Less distributions to shareholders:  
From net investment income     (0.77 )     (0.44 )     (0.29 )     (0.61 )     (0.51 )  
From net realized gains     (4.54 )     (3.21 )     (1.43 )     (0.04 )        
Total distributions     (5.31 )     (3.65 )     (1.72 )     (0.65 )     (0.51 )  
Net asset value, end of period   $ 29.60     $ 34.93     $ 32.28     $ 28.98     $ 24.15    
Total Return(b)      (1.36 )%     20.18 %     17.92 %     22.88 %     18.06 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 18,687     $ 17,371     $ 29,984     $ 18,347     $ 7,408    
Net expenses to average daily net assets     0.99 %     0.99 %     0.99 %     0.99 %     0.99 %*   
Net investment income to average daily
net assets
    2.22 %     2.00 %     2.07 %     1.72 %     0.12 %*   
Portfolio turnover rate     47 %     36 %     38 %     46 %     44 %††   
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.04 %     0.06 %     0.07 %     0.09 %*   

 

(a)  Period from October 2, 2003 (commencement of operations) to February 29, 2004.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

†  Calculated using average shares outstanding throughout the period.

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

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


25




GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the S&P/Citigroup Primary Market Index ("PMI") Europe, Pacific, Asia Composite ("EPAC") Value Index. The Fund typically makes equity investments in companies from developed countries, other than the U.S.

Throughout the year ended February 29, 2008, the Fund had four classes of shares outstanding: Class II, Class III, Class IV and Class M. Class M shares bear an administration fee and a 12b-1 fee while classes II, III, and IV bear a shareholder service fee (See Note 3). The principal economic difference among the classes of shares is the type and level of fees borne by the classes.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. Because many foreign equity securities markets and exchanges close


26



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

The Fund may purchase and sell futures contracts. 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.


27



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.


28



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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

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


29



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, the Fund had loaned securities valued by the Fund at $20,047,211, collateralized by cash in the amount of $21,714,791, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to derivative contract transactions, foreign currency transactions, losses on wash sale transactions and passive foreign investment company transactions.


30



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 77,484,260     $ (77,430,827 )   $ (53,433 )  

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 329,444,076     $ 270,198,860    
Long-term capital gains     854,862,060       504,443,796    
Total distributions   $ 1,184,306,136     $ 774,642,656    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 115,287,672    
Undistributed long-term capital gain   $ 401,581,471    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 6,785,124,535     $ 889,869,963     $ (474,079,587 )   $ 415,790,376    

 

Security transactions and related investment income

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


31



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.


32



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

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 average daily net assets of each class at the annual rate of 0.22% for Class II shares, 0.15% for Class III shares, and 0.09% for Class IV shares.

Class M shares of the Fund pay GMO an administration fee monthly at the annual rate of 0.20% of average daily Class M net assets for support services provided to Class M shareholders.

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 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 Class M net assets. This fee may be spent on personal services rendered to Class M shareholders of the Fund and/or maintenance of Class M shareholder accounts.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding administration and distribution (12b-1) fees (Class M only), shareholder service fees (Class II, III and IV only), fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.54% of the 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 29, 2008 was $78,576 and $33,892, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.


33



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 29, 2008 aggregated $3,727,509,363 and $4,033,587,834, 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 29, 2008, there were no shareholders individually holding in excess of 10% of the Fund's outstanding shares.

As of February 29, 2008, 0.25% of the Fund's shares were held by twelve related parties comprised of certain GMO employee accounts, and 55.66% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class II:   Shares   Amount   Shares   Amount  
Shares sold     2,870,488     $ 104,261,777       5,095,447     $ 178,165,420    
Shares issued to shareholders
in reinvestment of distributions
    2,225,434       73,788,974       1,546,695       52,194,974    
Shares repurchased     (4,046,894 )     (148,804,167 )     (8,046,545 )     (287,276,803 )  
Net increase (decrease)     1,049,028     $ 29,246,584       (1,404,403 )   $ (56,916,409 )  

 


34



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     11,261,644     $ 401,290,984       14,491,808     $ 507,451,764    
Shares issued to shareholders
in reinvestment of distributions
    12,081,961       403,817,120       7,640,858       259,775,124    
Shares repurchased     (12,684,964 )     (454,942,171 )     (31,298,044 )     (1,092,812,328 )  
Net increase (decrease)     10,658,641     $ 350,165,933       (9,165,378 )   $ (325,585,440 )  
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     25,699,917     $ 891,693,160       40,351,070     $ 1,405,437,963    
Shares issued to shareholders
in reinvestment of distributions
    19,888,170       664,131,421       12,864,438       437,301,495    
Shares repurchased     (37,173,406 )     (1,300,923,459 )     (20,437,344 )     (712,320,339 )  
Net increase (decrease)     8,414,681     $ 254,901,122       32,778,164     $ 1,130,419,119    
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class M:   Shares   Amount   Shares   Amount  
Shares sold     245,514     $ 9,021,667       154,337     $ 5,220,668    
Shares issued to shareholders
in reinvestment of distributions
    92,415       3,048,018       50,922       1,714,741    
Shares repurchased     (204,043 )     (7,216,687 )     (636,857 )     (21,297,339 )  
Net increase (decrease)     133,886     $ 4,852,998       (431,598 )   $ (14,361,930 )  

 


35




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Intrinsic Value Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Intrinsic Value Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


36



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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 (12b-1) and/or administration 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, 2007 through February 29, 2008.

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 $35,000,000 account value divided by $1,000 = 35,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.


37



GMO International Intrinsic Value Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 29, 2008 (Unaudited)

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class II  
1) Actual     0.76 %   $ 1,000.00     $ 934.60     $ 3.66    
2) Hypothetical     0.76 %   $ 1,000.00     $ 1,021.08     $ 3.82    
Class III  
1) Actual     0.69 %   $ 1,000.00     $ 934.70     $ 3.32    
2) Hypothetical     0.69 %   $ 1,000.00     $ 1,021.43     $ 3.47    
Class IV  
1) Actual     0.63 %   $ 1,000.00     $ 935.10     $ 3.03    
2) Hypothetical     0.63 %   $ 1,000.00     $ 1,021.73     $ 3.17    
Class M  
1) Actual     0.99 %   $ 1,000.00     $ 933.30     $ 4.76    
2) Hypothetical     0.99 %   $ 1,000.00     $ 1,019.94     $ 4.97    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


38



GMO International Intrinsic Value Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $854,862,060 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $25,115,924 and recognized foreign source income of $276,061,957.

For taxable, non-corporate shareholders, 59.90% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified short-term capital gains with respect to its taxable year ended February 29, 2008, $141,442,002 or if determined to be different, the qualified short-term gains of such year.


39



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/26/1944
  Chairman of
the Board of Trustees
  Chairman of the Board of Trustees since
March 2005;
Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.
  Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


40



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


41



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


42



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


43




GMO Global Bond Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Global Bond Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO Global Bond Fund returned +6.5% for the fiscal year ended February 29, 2008, compared with the +16.5% return for the JPMorgan Global Government Bond Index. The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, primarily in the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund underperformed the benchmark during the fiscal year by 10%. Cash management was the primary contributor to negative performance for the fiscal year, followed by interest-rate strategy, currency selection, and emerging debt exposure losses.

More than 60% of the fiscal year's underperformance was due to mark-to-market losses in the cash collateral pools of two funds in which the Fund invests a substantial portion of its total assets: the GMO Short Duration Collateral Fund (SDCF) and the GMO World Opportunity Overlay Fund (WOOF). SDCF and WOOF primarily invest cash in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, seeking to earn a LIBOR-type return. The cash positions in SDCF and WOOF collateralize derivatives positions that seek to deliver the return of the benchmark as well as create active exposures in global interest-rate and currency markets.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, the cash pools in SDCF and WOOF underperformed LIBOR by nearly 700 basis points, directly contributing to the Global Bond Fund's underperformance given the Fund's 91% exposure to these two funds.

Further Fund underperformance was attributable to interest-rate and currency strategies. For much of the fiscal year, the Fund was overweight Australian, Euro-area, Swedish, Swiss, and Canadian interest-rate markets relative to Japanese, U.K., and U.S. markets. However, the U.S., U.K., and Japanese markets were among the top performers, detracting from performance. Similar results came out of two other cross-sectional models implemented in swaps. Further, the slope and volatility strategies also underperformed, leaving only the U.S. Eurodollar directional strategy and opportunistic trading with positive contributions for the year.



GMO Global Bond Fund

(A Series of GMO Trust)

Management Discussion and Analysis of Fund Performance — (Continued)

In currencies, the largest negative contributors were underweight positions in euros, yen, and Canadian dollars, as well as an overweight position in Australian dollars. Partially offsetting losses were gains from overweight positions in the Swiss franc, Norwegian krone, and sterling. A major risk aversion episode during the fiscal year, prompted by the turmoil in structured credit markets, persisted for much of the third and fourth quarters. Our choice of a defensive currency during this episode, the Swiss franc, was incorrect, as risk aversion manifested itself in a swift rise in the yen, in which the Fund remained underweight. In addition, a drastic change in the relative volatilities of the currencies in August resulted in a shifting of risk positions into less advantageous, and ultimately unprofitable, intra-European trades.

A relatively minor contribution to negative performance came from the small exposure to emerging debt, where spread widening on the asset class contributed negatively, as did negative contributions from country selection.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



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GMO Global Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     87.4 %  
Short-Term Investments     8.7    
Forward Currency Contracts     3.3    
Futures     1.0    
Swaps     0.5    
Options Purchased     0.3    
Loan Participations     0.1    
Loan Assignments     0.1    
Rights and Warrants     0.0    
Promissory Notes     0.0    
Written Options     (0.1 )  
Reverse Repurchase Agreements     (0.6 )  
Other     (0.7 )  
      100.0 %  
Country / Region Summary**   % of Investments  
Euro Region***     32.7 %  
Japan     31.6    
United States     21.4    
Australia     6.0    
Canada     5.1    
Emerging     2.5    
Switzerland     2.5    
Denmark     0.1    
Sweden     0.1    
United Kingdom     (2.0 )  
      100.0 %  

 

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

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


1




GMO Global Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value /
Shares
  Description   Value ($)  
        DEBT OBLIGATIONS — 1.2%  
        Australia — 0.2%  
        Asset-Backed Securities  
USD     857,273     Medallion Trust, Series 03-1G, Class A,
Variable Rate, 3 mo. LIBOR + .19%, 5.10%, due 12/21/33
    830,149    
        United Kingdom — 0.1%  
        Asset-Backed Securities  
GBP     87,102     RMAC, Series 03-NS2A Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. LIBOR + .40%, 7.03%, due 09/12/35
    173,042    
        United States — 0.9%  
        U.S. Government  
USD     3,000,000     U.S. Treasury Note, 2.63%, due 05/15/08 (a)      3,004,218    
    TOTAL DEBT OBLIGATIONS (COST $3,995,850)     4,007,409    
        MUTUAL FUNDS — 93.8%  
        United States — 93.8%  
        Affiliated Issuers  
    982,617     GMO Emerging Country Debt Fund, Class III     9,885,128    
    10,060,308     GMO Short-Duration Collateral Fund     241,749,211    
    45,838     GMO Special Purpose Holding Fund (b) (c)      57,756    
    2,572,687     GMO World Opportunity Overlay Fund     66,066,597    
          Total United States     317,758,692    
    TOTAL MUTUAL FUNDS (COST $334,255,175)     317,758,692    

 

See accompanying notes to the financial statements.


2



GMO Global Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        SHORT-TERM INVESTMENTS — 1.0%  
        Money Market Funds — 0.4%  
    1,298,258     State Street Institutional Liquid Reserves Fund-Institutional Class     1,298,258    
        Other Short-Term Investments — 0.6%  
    2,000,000     U.S. Treasury Bill, 2.05%, due 04/17/08 (a) (d)      1,994,647    
    TOTAL SHORT-TERM INVESTMENTS (COST $3,292,905)     3,292,905    
        TOTAL INVESTMENTS — 96.0%
(Cost $341,543,930)
    325,059,006    
      Other Assets and Liabilities (net) — 4.0%     13,555,485    
    TOTAL NET ASSETS — 100.0%   $ 338,614,491    

 

See accompanying notes to the financial statements.


3



GMO Global Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys  
3/04/08   AUD     7,100,000     $ 6,614,005     $ 334,038    
3/04/08   AUD     3,200,000       2,980,960       13,104    
5/06/08   AUD     5,300,000       4,897,511       (84,489 )  
5/06/08   AUD     5,000,000       4,620,293       (22,307 )  
3/11/08   CAD     4,900,000       4,977,692       135,009    
4/01/08   CHF     28,700,000       27,562,243       1,143,803    
4/15/08   EUR     98,300,000       149,038,556       6,995,055    
3/25/08   GBP     6,600,000       13,096,512       75,752    
3/25/08   GBP     4,500,000       8,929,440       141,220    
3/25/08   GBP     1,900,000       3,770,208       684    
4/22/08   JPY     10,642,500,000       102,741,304       3,814,924    
4/22/08   JPY     30,000,000       289,616       10,198    
4/08/08   NZD     3,000,000       2,385,910       53,410    
4/08/08   NZD     3,000,000       2,385,910       (34,370 )  
4/08/08   NZD     5,500,000       4,374,168       (77,422 )  
                $ 338,664,328     $ 12,498,609    
Sales  
3/04/08   AUD     5,000,000     $ 4,657,750     $ (295,350 )  
3/04/08   AUD     5,300,000       4,937,215       85,277    
3/11/08   CAD     4,100,000       4,165,008       19,220    
4/01/08   CHF     22,500,000       21,608,030       (729,955 )  
4/15/08   EUR     2,600,000       3,942,016       (133,224 )  
4/15/08   EUR     3,000,000       4,548,481       (14,041 )  
4/08/08   NZD     1,500,000       1,192,955       (16,220 )  
                $ 45,051,455     $ (1,084,293 )  

 

See accompanying notes to the financial statements.


4



GMO Global Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Cross Currency Contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
3/18/08   EUR 11,400,000     SEK 107,168,160     $ 70,604    
3/18/08   SEK 64,940,620     EUR 6,900,000       (55,001 )  
4/29/08   EUR 9,700,000     NOK 76,503,900       (89,028 )  
4/29/08   NOK 23,668,500     EUR 3,000,000       26,102    
    $ (47,323 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  79     Australian Government Bond 10 Yr.   March 2008   $ 7,229,306     $ 10,858    
  166     Australian Government Bond 3 Yr.   March 2008     15,202,588       29,972    
  176     Canadian Government Bond 10 Yr.   June 2008     21,082,449       424,921    
  207     Euro BOBL   March 2008     34,990,951       587,622    
  392     Euro Bund   March 2008     69,664,139       1,114,873    
  79     Japanese Government Bond
10 Yr. (TSE)
 
March 2008
   
105,295,312
     
1,488,115
   
  88     U.S. Long Bond (CBT)   June 2008     10,439,000       236,299    
  24     U.S. Treasury Note 10 Yr.   June 2008     2,814,750       51,445    
  71     U.S. Treasury Note 5 Yr. (CBT)   June 2008     8,111,750       109,112    
    $ 274,830,245     $ 4,053,217    
Sales      
  20     Euro Bund   March 2008   $ 3,554,293     $ (30,091 )  
  370     Federal Fund 30 day   March 2008     150,070,130       (23,184 )  
  108     U.S. Treasury Note 2 Yr. (CBT)   June 2008     23,211,563       (148,746 )  
  82     UK Gilt Long Bond   June 2008     17,973,702       (307,248 )  
    $ 194,809,688     $ (509,269 )  

 

See accompanying notes to the financial statements.


5



GMO Global Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Swap Agreements

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  13,300,000     CHF   3/19/2013   JP Morgan   Receive     3.00 %   6 month    
   
                    Chase Bank           CHF LIBOR   $ 87,619    
  3,100,000     AUD   3/19/2018   JP Morgan
Chase Bank
  Receive     7.07 %   6 month
AUD BBSW
    (39,185 )  
  3,000,000     EUR   3/21/2030   UBS Warburg   Receive     5.90 %   3 Month
Floating Rate
EUR LIBOR
    845,580    
    Premiums to (Pay) Receive   $ 45,389     $ 894,014    

 

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Market
Value
 
  75,000,000     USD   9/24/2008   JP Morgan Chase Bank   3 month   Return on  
 
                LIBOR -0.03%   JP Morgan  
 
                    Hedged Traded  
 
                    Total Return  
 
                    Government  
 
                    Bond Index   $ 1,604,125    
    Premiums to (Pay) Receive   $     $ 1,604,125    

 

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


6



GMO Global Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

BBSW - Bank Bill Swap Reference Rate

LIBOR - London Interbank Offered Rate

RMAC - Residential Mortgage Acceptance Corp.

Variable rate - The rates shown on variable rate notes are the current interest rates at February 29, 2008, which are subject to change based on the terms of the security.

(a)  All or a portion of this security has been segregated to cover margin requirements on open financial futures contracts and/or collateral on open swap contracts (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)  Underlying investment represents interests in defaulted securities.

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

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

USD - United States Dollar

See accompanying notes to the financial statements.


7




GMO Global Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $7,288,755) (Note 2)   $ 7,300,314    
Investments in affiliated issuers, at value (cost $334,255,175) (Notes 2 and 8)     317,758,692    
Interest receivable     39,710    
Unrealized appreciation on open forward currency contracts (Note 2)     12,918,400    
Receivable for variation margin on open futures contracts (Note 2)     1,681,038    
Interest receivable for open swap contracts     140,889    
Receivable for open swap contracts (Note 2)     2,537,324    
Receivable for expenses reimbursed by Manager (Note 3)     12,715    
Total assets     342,389,082    
Liabilities:  
Payable for investments purchased     2,000,000    
Payable to broker for closed futures contracts     1,964    
Payable to affiliate for (Note 3):  
Management fee     49,678    
Shareholder service fee     39,219    
Trustees and Chief Compliance Officer of GMO Trust fees     363    
Unrealized depreciation on open forward currency contracts (Note 2)     1,551,407    
Payable for open swap contracts (Note 2)     39,185    
Accrued expenses     92,775    
Total liabilities     3,774,591    
Net assets   $ 338,614,491    
Net assets consist of:  
Paid-in capital   $ 351,242,775    
Accumulated undistributed net investment income     403,110    
Accumulated net realized loss     (14,000,571 )  
Net unrealized appreciation     969,177    
    $ 338,614,491    
Net assets attributable to:  
Class III shares   $ 338,614,491    
Shares outstanding:  
Class III     38,934,674    
Net asset value per share:  
Class III   $ 8.70    

 

See accompanying notes to the financial statements.


8



GMO Global Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 12,565,241    
Interest     1,110,784    
Dividends     71,822    
Total investment income     13,747,847    
Expenses:  
Management fee (Note 3)     498,264    
Shareholder service fee – Class III (Note 3)     393,366    
Custodian, fund accounting agent and transfer agent fees     118,794    
Audit and tax fees     60,190    
Legal fees     6,827    
Trustees fees and related expenses (Note 3)     2,392    
Registration fees     4,154    
Miscellaneous     4,345    
Total expenses     1,088,332    
Fees and expenses reimbursed by Manager (Note 3)     (36,536 )  
Expense reductions (Note 2)     (394 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (32,971 )  
Shareholder service fee waived (Note 3)     (11,709 )  
Net expenses     1,006,722    
Net investment income (loss)     12,741,125    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     664,965    
Investments in affiliated issuers     389,157    
Realized gains distributions from affiliated issuers (Note 8)     595,307    
Closed futures contracts     (1,108,056 )  
Closed swap contracts     (145,542 )  
Foreign currency, forward contracts and foreign currency related transactions     10,028,680    
Net realized gain (loss)     10,424,511    
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     (1,251,362 )  
Investments in affiliated issuers     (18,809,113 )  
Open futures contracts     3,838,891    
Open swap contracts     1,317,373    
Foreign currency, forward contracts and foreign currency related transactions     11,550,391    
Net unrealized gain (loss)     (3,353,820 )  
Net realized and unrealized gain (loss)     7,070,691    
Net increase (decrease) in net assets resulting from operations   $ 19,811,816    

 

See accompanying notes to the financial statements.


9



GMO Global Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 12,741,125     $ 7,675,517    
Net realized gain (loss)     10,424,511       7,986,161    
Change in net unrealized appreciation (depreciation)     (3,353,820 )     (588,542 )  
Net increase (decrease) in net assets from operations     19,811,816       15,073,136    
Distributions to shareholders from:  
Net investment income  
Class III     (23,714,054 )     (7,434,973 )  
Net share transactions (Note 7):  
Class III     157,195,473       9,358,867    
Total increase (decrease) in net assets     153,293,235       16,997,030    
Net assets:  
Beginning of period     185,321,256       168,324,226    
End of period (including accumulated undistributed net investment
income of $403,110 and $1,299,063, respectively)
  $ 338,614,491     $ 185,321,256    

 

See accompanying notes to the financial statements.


10




GMO Global Bond Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 8.92     $ 8.53     $ 9.11     $ 8.73     $ 9.20    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.42       0.38       0.18       0.21       0.12    
Net realized and unrealized gain (loss)     0.11       0.38       (0.57 )     0.63       1.42    
Total from investment operations     0.53       0.76       (0.39 )     0.84       1.54    
Less distributions to shareholders:  
From net investment income     (0.75 )     (0.37 )     (0.19 )     (0.46 )        
From net realized gains                             (1.90 )  
Return of capital                             (0.11 )  
Total distributions     (0.75 )     (0.37 )     (0.19 )     (0.46 )     (2.01 )  
Net asset value, end of period   $ 8.70     $ 8.92     $ 8.53     $ 9.11     $ 8.73    
Total Return(b)      6.50 %     8.99 %     (4.33 )%     9.52 %     20.21 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 338,614     $ 185,321     $ 168,324     $ 170,750     $ 138,684    
Net expenses to average daily net assets(c)      0.38 %(d)      0.39 %     0.37 %     0.33 %     0.32 %  
Net investment income to average daily
net assets(a) 
    4.86 %     4.33 %     2.12 %     2.40 %     1.44 %  
Portfolio turnover rate     20 %     22 %     20 %     38 %     45 %  
Fees and expenses reimbursed and/or waived
by the Manager to average daily net assets:
    0.03 %     0.06 %     0.07 %     0.12 %     0.12 %  

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


11




GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of the JPMorgan Global Government Bond Index. The Fund typically invests in bonds included in the JPMorgan Global Government Bond Index and in securities and instruments with similar characteristics. The Fund seeks additional returns by investing in global interest rate, currency, and emerging country debt markets. The Fund may invest a substantial portion of its assets in shares of Short-Duration Collateral Fund; in futures contracts, currency options, currency forwards, swap contracts, and other types of derivatives; in investment-grade bonds denominated in various currencies, including foreign and U.S. government securities and asset-backed securities issued by foreign governments and U.S. government agencies (including securities neither guaranteed nor insured by the U.S. government), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; in shares of GMO World Opportunity Overlay Fund; and up to 5% of the Fund's total assets in sovereign debt of emerging countries (including below investment grade securities), primarily through investment in shares of GMO Emerging Country Debt Fund ("ECDF").

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

2.  Significant accounting policies

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


12



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 30.66% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $297,305 through SPHF in conjunction with settlement agreements related to the default of those securities.

Foreign currency translation

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


13



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


14



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

day by the board of trade or exchange on which they are traded. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their


15



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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


16



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. There were no reverse repurchase agreements outstanding at the end of the period.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each tax 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


17



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

for U.S. federal income or excise tax is necessary. Taxes on foreign interest and dividend income are generally withheld in accordance with the applicable country's tax treaty with the United States.

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carryforwards, derivative contract transactions, foreign currency transactions, losses on wash sale transactions and partnership interest tax allocations.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ 10,076,976     $ (10,123,079 )   $ 46,103    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 23,714,054     $ 7,434,973    
Total distributions   $ 23,714,054     $ 7,434,973    

 

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


18



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 19,732,753    

 

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/29/2012   $ (7,605,871 )  
2/28/2014     (7,575,780 )  
2/28/2015     (269,796 )  
Total   $ (15,451,447 )  

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 346,829,505     $ 96,439     $ (21,866,938 )   $ (21,770,499 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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


19



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

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

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.19% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee


20



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares. The Manager will waive the Fund's shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds 0.15%; provided, however, that the amount of this waiver will not exceed 0.15%.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) (collectively, "Excluded Fund Fees and Expenses")) exceed 0.25% of the Fund's average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2008 to the extent that the sum of (a) the Fund's total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in ECDF (excluding ECDF's fees and expenses of the independent trustees of the Trust, fees for legal services not procured or provided by the Manager for the Trust, compensation and expenses of the Trust's CCO (excluding any employee benefits), and investment-related expenses such as brokerage commissions, hedging transaction fees, securities lending fees and expenses, interest expense and transfer taxes), exceeds 0.25% of the Fund's average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.014 %     0.004 %     0.037 %     0.055 %  

 

        


21



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $2,116 and $1,230, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 7,488,854     $ 9,882,626    
Investments (non-U.S. Government securities)     201,993,431       41,636,033    

 

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 29, 2008, 65.90% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.01% of the Fund's shares were held by two related parties comprised of certain GMO employee accounts, and 28.74% of the Fund's shares were held by accounts for which the Manager has investment discretion.


22



GMO Global Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     15,937,195     $ 139,052,495       2,029,627     $ 17,848,889    
Shares issued to shareholders
in reinvestment of distributions
    2,820,633       23,399,087       824,308       7,278,642    
Shares repurchased     (606,251 )     (5,256,109 )     (1,798,812 )     (15,768,664 )  
Net increase (decrease)     18,151,577     $ 157,195,473       1,055,123     $ 9,358,867    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging Country
Debt Fund, Class III
  $ 6,061,685     $ 4,378,538     $     $ 580,536     $ 298,002     $ 9,885,128    
GMO Short-Duration
Collateral Fund
    124,359,943       165,534,705       31,600,000       11,984,705             241,749,211    
GMO Special Purpose
Holding Fund
    64,632                         297,305       57,756    
GMO World Opportunity
Overlay Fund
    37,179,145       32,000,000       1,800,000                   66,066,597    
Totals   $ 167,665,405     $ 201,913,243     $ 33,400,000     $ 12,565,241     $ 595,307     $ 317,758,692    

 


23




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Global Bond Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


24



GMO Global Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.43 %   $ 1,000.00     $ 1,062.00     $ 2.20    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.73     $ 2.16    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


25



GMO Global Bond Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $7,662,202 or if determined to be different, the qualified interest income of such year.


26



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq. c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 07/26/1944   Chairman of the Board of Trustees   Chairman of the Board of Trustees since
March 2005;
Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.
  Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


28



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC (June
2004 – present); Vice President, Director of Tax, Columbia Management Group
(2002 – 2004).
 
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.  
John L. Nasrah c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Strategic Fixed Income Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Strategic Fixed Income Fund returned -2.4% for the fiscal year ended February 29, 2008, compared with the +5.8% return for the JPMorgan U.S. 3 Month Cash Index. The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, including the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund underperformed the benchmark during the fiscal year by 8.2%. Cash management was the primary contributor to negative performance for the fiscal year, followed by currency selection, interest-rate strategy, and emerging debt exposure losses.

About 77% of the fiscal year's underperformance was due to mark-to-market losses in the cash collateral pools of two funds in which the strategy invests a substantial portion of its total assets: the GMO Short Duration Collateral Fund (SDCF) and the GMO World Opportunity Overlay Fund (WOOF). SDCF and WOOF primarily invest cash in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, in order to earn a LIBOR-type return. The cash positions in SDCF and WOOF collateralize derivatives positions that seek to deliver the return of the benchmark as well as create active exposures in global interest-rate and currency markets.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, the cash pools in SDCF and WOOF underperformed LIBOR by nearly 700 basis points, directly contributing to the Strategic Fixed Income Fund's underperformance given the Fund's 95% exposure to these two funds.

Further strategy underperformance was attributable to currency and interest-rate strategies. In currencies, the largest negative contributors were underweight positions in euros, yen, and Canadian dollars, as well as an overweight position in Australian dollars. Partially offsetting losses were gains from overweight positions in the Swiss franc, Norwegian krone, and sterling. A major risk aversion episode during the fiscal year, prompted by the turmoil in structured credit markets, persisted for much of the third and fourth quarters. Our choice of a defensive currency during this episode, the Swiss franc, was incorrect, as risk aversion manifested itself in a swift rise in the yen, in which the Fund remained underweight. In addition, a drastic change in the relative volatilities of the currencies in August resulted in a shifting of risk positions into less advantageous, and ultimately unprofitable, intra-European trades.



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Management Discussion and Analysis of Fund Performance — (Continued)

For much of the fiscal year, the strategy was overweight Australian, Euro-area, Swedish, Swiss, and Canadian interest-rate markets relative to Japanese, U.K., and U.S. markets. However, the U.S., U.K., and Japanese markets were among the top performers, detracting from performance. Similar results came out of two other cross-sectional models implemented in swaps. Further, the slope and volatility strategies also underperformed, leaving only the U.S. Eurodollar directional strategy and opportunistic trading with positive contributions for the year.

A relatively minor contribution to negative performance came from the small exposure to emerging debt, where spread widening on the asset class contributed negatively, as did negative contributions from country selection.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Class VI will vary due to different fees.

*  Class III performance information represents Class VI performance from May 31, 2006 to July 13, 2006 and Class III performance thereafter.

**  JPMorgan U.S. 3 Month Cash Index + represents the Lehman Brothers U.S. Treasury 1-3 Year Index prior to 9/29/06 and the JPMorgan U.S. 3 Month Cash Index thereafter.



This page has been left blank intentionally.



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     91.0 %  
Short-Term Investments     8.3    
Swaps     0.5    
Options Purchased     0.2    
Loan Participations     0.1    
Loan Assignments     0.0    
Rights and Warrants     0.0    
Promissory Notes     0.0    
Forward Currency Contracts     (0.0 )  
Written Options     (0.0 )  
Futures     (0.1 )  
Reverse Repurchase Agreements     (0.3 )  
Other     0.3    
      100.0 %  

 

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


1




GMO Strategic Fixed Income Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        DEBT OBLIGATIONS — 2.6%  
        Canada — 0.3%  
        Corporate Debt  
    15,000,000     TransAlta Corp., 5.75%, due 12/15/13     15,474,000    
        Italy — 0.2%  
        Corporate Debt  
    10,000,000     Telecom Italia Capital, 4.95%, due 09/30/14     9,478,000    
        Mexico — 0.2%  
        Corporate Debt  
    10,000,000     Telefonos de Mexico SA de CV, 5.50%, due 01/27/15     9,824,850    
        United States — 1.9%  
        Corporate Debt — 1.0%  
    7,000,000     CVS Corp., 6.13%, due 08/15/16     7,444,150    
    10,000,000     Eastman Chemical Co., 7.25%, due 01/15/24     10,614,000    
    10,000,000     Kinder Morgan Energy Partners, L.P., 6.00%, due 02/01/17     10,064,000    
    5,000,000     Ryder System, Inc., MTN, 5.85%, due 11/01/16     4,894,500    
    10,000,000     Southwest Airlines Co., 5.75%, due 12/15/16     9,654,200    
    5,000,000     Wyeth, 5.50%, due 02/01/14     5,208,000    
    5,000,000     Spectra Energy Capital, Series B, 6.75%, due 07/15/18     5,120,000    
      52,998,850    
        Structured Notes — 0.4%  
    20,000,000     Boston Scientific Corp., 6.25%, due 11/15/15     18,600,000    
    5,000,000     RPM UK Group, 144A, 6.70%, due 11/01/15     5,269,000    
      23,869,000    
        U.S. Government — 0.5%  
    20,000,000     U.S. Treasury Note, 4.88%, due 05/15/09 (a)      20,781,250    
    6,000,000     U.S. Treasury Note, 3.13%, due 10/15/08 (a)      6,050,625    
      26,831,875    
    Total United States     103,699,725    
    TOTAL DEBT OBLIGATIONS (COST $138,935,576)     138,476,575    

 

See accompanying notes to the financial statements.


2



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        MUTUAL FUNDS — 96.6%  
        United States — 96.6%  
        Affiliated Issuers  
    8,047,936     GMO Emerging Country Debt Fund, Class III     80,962,232    
    179,527,686     GMO Short-Duration Collateral Fund     4,314,050,306    
    31,983,649     GMO World Opportunity Overlay Fund     821,340,094    
    Total United States     5,216,352,632    
    TOTAL MUTUAL FUNDS (COST $5,383,127,075)     5,216,352,632    
        SHORT-TERM INVESTMENTS — 0.1%  
        Money Market Funds — 0.1%  
    5,798,647     State Street Institutional Liquid Reserves Fund-Institutional Class     5,798,647    
    TOTAL SHORT-TERM INVESTMENTS (COST $5,798,647)     5,798,647    
            TOTAL INVESTMENTS — 99.3%
(Cost $5,527,861,298)
    5,360,627,854    
          Other Assets and Liabilities (net) — 0.7%     38,948,625    
    TOTAL NET ASSETS — 100.0%   $ 5,399,576,479    

 

See accompanying notes to the financial statements.


3



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Cross Currency Contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange for   Net Unrealized
Appreciation
(Depreciation)
 
  03/18/08     EUR 600,000     SEK 5,641,800     $ 3,400    

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  71     U.S. Treasury Note 2 Yr. (CBT)   June 2008   $ 15,259,453     $ 99,682    
Sales      
  55     U.S. Long Bond (CBT)   June 2008   $ 6,524,375     $ (147,938 )  
  1,168     U.S. Treasury Note 10 Yr.   June 2008     136,984,500       (2,448,163 )  
  452     U.S. Treasury Note 5 Yr. (CBT)   June 2008     51,641,000       (683,257 )  
                $ 195,149,875     $ (3,279,358 )  

 

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  15,000,000     USD   12/15/2013   Goldman Sachs   (Pay)     0.42 %   TransAlta Corp.   $ 1,036,847    
  5,000,000     USD   3/20/2014   Morgan Stanley   (Pay)     0.15 %   Wyeth     101,460    
  10,000,000     USD   9/30/2014   Goldman Sachs   (Pay)     0.74 %   Telecom Italia Capital     516,999    
  10,000,000     USD   2/20/2015   JP Morgan
Chase Bank
  (Pay)     0.61 %   Telefonos de Mexico
SA de CV
    620,037    
  5,000,000     USD   11/1/2015   Goldman Sachs   (Pay)     0.62 %   RPM UK     249,152    
  15,000,000     USD   12/20/2015   Barclays Bank PLC   (Pay)     0.73 %   Boston Scientific Corp.     1,923,666    
  5,000,000     USD   12/20/2015   Morgan Stanley   (Pay)     0.81 %   Boston Scientific Corp.     617,189    
  7,000,000     USD   9/20/2016   Barclays Bank PLC   (Pay)     0.32 %   CVS Corp.     215,152    

 

See accompanying notes to the financial statements.


4



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Credit Default Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  5,000,000     USD   12/20/2016   Morgan Stanley   (Pay)     0.46 %   Ryder System, Inc., MTN   $ 297,632    
  10,000,000     USD   12/20/2016   Barclays Bank PLC   (Pay)     0.72 %   Southwest Airlines     396,478    
  10,000,000     USD   2/1/2017   Goldman Sachs   (Pay)     0.49 %   Kinder Morgan
Energy Partners LP
    587,488    
  5,000,000     USD   7/15/2018   Goldman Sachs   (Pay)     0.93 %   Spectra Energy Capital     66,262    
  10,000,000     USD   1/20/2024   Goldman Sachs   (Pay)     1.11 %   Eastman Chemical Co.     3,209    
    Premiums to (Pay) Receive   $   $ 6,631,571    

 

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  333,000,000     USD   2/8/2010   Morgan Stanley   (Pay)     4.90 %   3 month LIBOR   $ (660,749 )  
  1,388,000,000     USD   2/1/2012   Deutsche Bank AG   Receive     3.75 %   3 month LIBOR     3,000,418    
  2,776,000,000     USD   2/4/2012   Citigroup   Receive     3.75 %   3 month LIBOR     5,629,127    
  1,379,000,000     USD   2/4/2012   Merrill Lynch   Receive     3.75 %   3 month LIBOR     2,796,314    
  1,380,000,000     USD   2/7/2012   JP Morgan Chase Bank   Receive     3.70 %   3 month LIBOR     1,359,667    
  1,390,000,000     USD   2/8/2012   Morgan Stanley   Receive     3.80 %   3 month LIBOR     3,845,119    
  2,755,000,000     USD   2/11/2012   Deutsche Bank AG   Receive     3.85 %   3 month LIBOR     9,764,689    
  2,766,000,000     USD   2/16/2012   Merrill Lynch   Receive     3.90 %   3 month LIBOR     11,720,700    
  1,398,000,000     USD   3/4/2012   Morgan Stanley   Receive     3.80 %   3 month LIBOR     2,234,131    
  333,000,000     USD   2/1/2020   Deutsche Bank AG   (Pay)     4.75 %   3 month LIBOR     2,955,826    
  660,000,000     USD   2/4/2020   Citigroup   (Pay)     4.80 %   3 month LIBOR     3,499,384    
  332,000,000     USD   2/4/2020   Merrill Lynch   (Pay)     4.80 %   3 month LIBOR     1,760,296    
  330,000,000     USD   2/7/2020   JP Morgan Chase Bank   (Pay)     4.80 %   3 month LIBOR     1,824,019    
  666,000,000     USD   2/11/2020   Deutsche Bank AG   (Pay)     5.00 %   3 month LIBOR     (6,222,919 )  
  668,000,000     USD   2/18/2020   Merrill Lynch   (Pay)     5.10 %   3 month LIBOR     (11,120,483 )  
  333,000,000     USD   3/4/2020   Morgan Stanley   (Pay)     5.00 %   3 month LIBOR     (2,516,501 )  
    Premiums to (Pay) Receive   $ 4,933,100     $ 29,869,038    

 

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


5



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

LIBOR - London Interbank Offered Rate

MTN - Medium Term Note

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

Currency Abbreviations:

EUR - Euro

SEK - Swedish Krona

USD - United States Dollar

See accompanying notes to the financial statements.


6




GMO Strategic Fixed Income Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $144,734,223) (Note 2)   $ 144,275,222    
Investments in affiliated issuers, at value (cost $5,383,127,075) (Notes 2 and 8)     5,216,352,632    
Receivable for investments sold     10,000,000    
Receivable for Fund shares sold     1,818,558    
Interest receivable     1,769,076    
Unrealized appreciation on open forward currency contracts (Note 2)     3,400    
Receivable for open swap contracts (Note 2)     57,021,261    
Receivable for closed swap contracts (Note 2)     5,960,000    
Receivable for expenses reimbursed by Manager (Note 3)     154,487    
Total assets     5,437,354,636    
Liabilities:  
Payable for Fund shares repurchased     13,580,892    
Payable to affiliate for (Note 3):  
Management fee     923,973    
Shareholder service fee     221,738    
Trustees and Chief Compliance Officer of GMO Trust fees     2,795    
Payable for open swap contracts (Note 2)     20,520,652    
Payable for variation margin on open futures contracts (Note 2)     2,290,609    
Accrued expenses     237,498    
Total liabilities     37,778,157    
Net assets   $ 5,399,576,479    

 

See accompanying notes to the financial statements.


7



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 5,550,653,138    
Distributions in excess of net investment income     (28,882,220 )  
Accumulated net realized gain     6,781,572    
Net unrealized depreciation     (128,976,011 )  
    $ 5,399,576,479    
Net assets attributable to:  
Class III shares   $ 277,878,887    
Class VI shares   $ 5,121,697,592    
Shares outstanding:  
Class III     11,776,714    
Class VI     217,264,327    
Net asset value per share:  
Class III   $ 23.60    
Class VI   $ 23.57    

 

See accompanying notes to the financial statements.


8



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 119,644,317    
Interest     8,380,447    
Dividends     559,421    
Total investment income     128,584,185    
Expenses:  
Management fee (Note 3)     7,804,357    
Shareholder service fee – Class III (Note 3)     322,786    
Shareholder service fee – Class VI (Note 3)     1,598,604    
Custodian, fund accounting agent and transfer agent fees     374,306    
Audit and tax fees     60,539    
Legal fees     81,307    
Trustees fees and related expenses (Note 3)     28,877    
Registration fees     81,682    
Miscellaneous     26,285    
Total expenses     10,378,743    
Fees and expenses reimbursed by Manager (Note 3)     (599,578 )  
Expense reductions (Note 2)     (337 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (385,570 )  
Shareholder service fee waived (Note 3)     (137,448 )  
Net expenses     9,255,810    
Net investment income (loss)     119,328,375    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     (4,520,416 )  
Investments in affiliated issuers     18,881,405    
Realized gains distributions from affiliated issuers (Note 8)     3,863,142    
Closed futures contracts     (30,436,469 )  
Closed swap contracts     (7,193,222 )  
Foreign currency, forward contracts and foreign currency related transactions     (17,390,829 )  
Net realized gain (loss)     (36,796,389 )  
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     (1,174,360 )  
Investments in affiliated issuers     (171,930,439 )  
Open futures contracts     5,813,757    
Open swap contracts     38,300,870    
Foreign currency, forward contracts and foreign currency related transactions     2,850,816    
Net unrealized gain (loss)     (126,139,356 )  
Net realized and unrealized gain (loss)     (162,935,745 )  
Net increase (decrease) in net assets resulting from operations   $ (43,607,370 )  

 

See accompanying notes to the financial statements.


9



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Period from
May 31, 2006
(commencement
of operations)
through
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 119,328,375     $ 30,368,989    
Net realized gain (loss)     (36,796,389 )     12,612,912    
Change in net unrealized appreciation (depreciation)     (126,139,356 )     (2,836,655 )  
Net increase (decrease) in net assets from operations     (43,607,370 )     40,145,246    
Distributions to shareholders from:  
Net investment income  
Class III     (5,772,752 )     (9,486,069 )  
Class VI     (97,139,821 )     (28,962,149 )  
Total distributions from net investment income     (102,912,573 )     (38,448,218 )  
Net realized gains  
Class III     (344,272 )        
Class VI     (5,909,472 )        
Total distributions from net realized gains     (6,253,744 )        
      (109,166,317 )     (38,448,218 )  
Net share transactions (Note 7):  
Class III     59,121,073       227,768,727    
Class VI     3,042,002,441       2,221,760,897    
Increase (decrease) in net assets resulting from net share
transactions
    3,101,123,514       2,449,529,624    
Total increase (decrease) in net assets     2,948,349,827       2,451,226,652    
Net assets:  
Beginning of period     2,451,226,652          
End of period (including distributions in excess of net investment
income of $28,882,220 and accumulated undistributed
net investment income of $984,360, respectively)
  $ 5,399,576,479     $ 2,451,226,652    

 

See accompanying notes to the financial statements.


10




GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
July 13, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 25.22     $ 25.06    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.78       0.96    
Net realized and unrealized gain (loss)     (1.37 )     0.34    
Total from investment operations     (0.59 )     1.30    
Less distributions to shareholders:  
From net investment income     (0.97 )     (1.14 )  
From net realized gains     (0.06 )        
Total distributions     (1.03 )     (1.14 )  
Net asset value, end of period   $ 23.60     $ 25.22    
Total Return(b)      (2.39 )%     5.23 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 277,879     $ 226,917    
Net expenses to average daily net assets(c)      0.38 %(d)      0.39 %*   
Net investment income to average daily net assets(a)      3.12 %     5.96 %*   
Portfolio turnover rate     67 %     7 %**††   
Fees and expenses reimbursed and/or waived by the Manager
to average daily net assets:
    0.04 %     0.06 %*   

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover rate of the Fund for the period May 31, 2006 through February 28, 2007.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


11



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
May 31, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 25.22     $ 25.00    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.97       0.76    
Net realized and unrealized gain (loss)     (1.55 )     0.61    
Total from investment operations     (0.58 )     1.37    
Less distributions to shareholders:  
From net investment income     (1.01 )     (1.15 )  
From net realized gains     (0.06 )        
Total distributions     (1.07 )     (1.15 )  
Net asset value, end of period   $ 23.57     $ 25.22    
Total Return(b)      (2.35 )%     5.52 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 5,121,698     $ 2,224,310    
Net expenses to average daily net assets(c)      0.29 %(d)      0.29 %*   
Net investment income to average daily net assets(a)      3.87 %     4.01 %*   
Portfolio turnover rate     67 %     7 %**   
Fees and expenses reimbursed and/or waived by the Manager
to average daily net assets:
    0.04 %     0.06 %*   

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


12




GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

GMO Strategic Fixed Income 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 Funds into classes.

The Fund seeks total return in excess of that of the JPMorgan U.S. 3 Month Cash Index. The Manager may, in the future, depending on the Manager's assessment of interest rate conditions, change the Fund's benchmark to another nationally recognized debt index with a duration between 90 days and 15 years.

The Fund typically invests in fixed income securities included in the Fund's benchmark and in securities and instruments with similar characteristics. The Fund may seek additional returns by investing in global interest rate, currency, and emerging country debt markets. The Fund may invest a substantial portion of its total assets in shares of GMO Short-Duration Collateral Fund; in futures contracts, currency options, currency forwards, swap contracts and other types of derivatives; in U.S. and foreign investment-grade bonds, including U.S. and foreign government securities and asset-backed securities issued by U.S. government agencies (including securities neither guaranteed nor insured by the U.S. government), and foreign governments, corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; in shares of GMO World Opportunity Overlay Fund, and up to 5% of the Fund's total assets in sovereign debt of emerging countries (including below investment grade securities), primarily through investment in shares of GMO Emerging Country Debt Fund ("ECDF").

As of February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class VI. Each class of shares bears a different level of shareholder service fees.

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

2.  Significant accounting policies

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


13



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 31.47% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

Foreign currency translation

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


14



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

isolate realized and unrealized gains and losses attributable to changes in exchange rates from gains and losses that arise from changes in the market value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent gains and losses on disposition of currencies and forward currency contracts, currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


15



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

day by the board of trade or exchange on which they are traded. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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

Loan agreements

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


16



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. There were no loan agreements outstanding at the end of the period.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.


17



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. There were no reverse repurchase agreements outstanding at the end of the period.


18



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Delayed delivery commitments

The Fund may purchase or sell securities on a when-issued or forward commitment basis. Payment and delivery may take place a month or more after the date of the transaction. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Collateral consisting of liquid securities or cash and cash equivalents is maintained with the custodian in an amount at least equal to these commitments. There were no delayed delivery commitments outstanding at the end of the period.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from


19



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to derivative contract transactions, foreign currency transactions, losses on wash sale transactions and partnership interest tax allocations.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (46,282,382 )   $ 46,282,382     $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any short-term capital gains)   $ 105,777,934     $ 38,448,218    
Long-term capital gains     3,388,383          
Total distributions   $ 109,166,317     $ 38,448,218    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 377,979    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $157,824.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 5,553,473,122     $ 1,600,070     $ (194,445,338 )   $ (192,845,268 )  

 


20



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

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


21



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.25% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares and 0.055% for Class VI shares. The Manager will waive the Fund's shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by a class of shares of the Fund exceeds 0.15% for Class III shares and 0.055% for Class VI shares; provided, however, that the amount of this waiver will not exceed the respective Class's shareholder service fee.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is


22



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) (collectively, "Excluded Fund Fees and Expenses")) exceed 0.25% of the Fund's average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2008 to the extent that the sum of (a) the Fund's total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in ECDF (excluding ECDF's Excluded Fund Fees and Expenses), exceeds 0.25% of the Fund's average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.014 %     0.004 %     0.030 %     0.048 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $24,093 and $12,235, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 6,041,719     $ 15,000,000    
Investments (non-U.S. Government securities)     5,018,088,729       1,939,950,045    

 


23



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 69.04% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. 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 29, 2008, there were no shares held by related parties, and 99.99% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Period from July 13, 2006
(commencement of operations)
through February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     14,637,641     $ 354,355,271       8,706,666     $ 220,472,019    
Shares issued to shareholders
in reinvestment of distributions
    210,515       5,059,119       295,257       7,384,377    
Shares repurchased     (12,069,867 )     (300,293,317 )     (3,498 )     (87,669 )  
Net increase (decrease)     2,778,289     $ 59,121,073       8,998,425     $ 227,768,727    

 


24



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Period from May 31, 2006
(commencement of operations)
through February 28, 2007
 
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     188,277,166     $ 4,555,951,605       87,191,248     $ 2,196,531,526    
Shares issued to shareholders
in reinvestment of
distributions
    4,301,787       103,049,293       1,158,486       28,962,149    
Shares repurchased     (63,520,875 )     (1,616,998,457 )     (143,485 )     (3,732,778 )  
Net increase (decrease)     129,058,078     $ 3,042,002,441       88,206,249     $ 2,221,760,897    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the securities of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging Country
Debt Fund, Class III
  $ 75,423,462     $ 52,269,222     $ 41,900,000     $ 5,906,079     $ 3,863,142     $ 80,962,232    
GMO Short-Duration
Collateral Fund
    1,759,931,834       4,198,918,238       1,497,483,000       113,738,238             4,314,050,306    
GMO World Opportunity
Overlay Fund
    472,286,910       736,055,000       386,100,000                   821,340,094    
Totals   $ 2,307,642,206     $ 4,987,242,460     $ 1,925,483,000     $ 119,644,317     $ 3,863,142     $ 5,216,352,632    

 


25




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Strategic Fixed Income Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Strategic Fixed Income Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the periods indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


26



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.43 %   $ 1,000.00     $ 974.50     $ 2.11    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.73     $ 2.16    
Class VI      
1) Actual     0.33 %   $ 1,000.00     $ 974.50     $ 1.62    
2) Hypothetical     0.33 %   $ 1,000.00     $ 1,023.22     $ 1.66    

 

*  Expenses are calculated using each Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


27



GMO Strategic Fixed Income Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $3,388,383 from long-term capital gains.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 29, 2008, $72,476,756 and $2,844,478, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


28



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


30



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004-present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Emerging Markets Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Emerging Markets Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Emerging Markets Fund returned +28.4% for the fiscal year ended February 29, 2008, as compared to +32.9% for the S&P/IFC Investable Composite Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in emerging markets equities throughout the fiscal year.

Country selection detracted 4.5% from performance during the period. The Fund's underweights in Russia and South Africa and overweight in Brazil contributed to performance. The Fund's overweights in South Korea and Taiwan and underweights in India and China detracted from performance.

Stock selection was flat during the fiscal year. Stock selection was successful in India, South Korea, Taiwan, and Thailand, but selection detracted from performance in China, Malaysia, Philippines, and Russia.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .80% on the purchase and .80% on the redemption. Transaction fees are retained by the Fund to cover trading costs. Returns would have been lower had certain expenses not been reimbursed during the periods shown and do not include the effect oftaxes on distributions and redemptions. All information is unaudited. Performance for Class IV, V and VI shares will vary due to different fees.

*  For the period from 10/26/04 to 2/11/05, no Class V shares were outstanding. Performance for that period is that of Class IV shares, which have higher expenses. Therefore, the performance shown is lower than it would have been if Class V shares had been outstanding.



GMO Emerging Markets Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     81.0 %  
Preferred Stocks     13.5    
Short-Term Investments     3.3    
Private Equity Securities     0.7    
Investment Funds     0.4    
Debt Obligations     0.1    
Rights and Warrants     0.1    
Convertible Securities     0.0    
Mutual Funds     0.0    
Other     0.9    
      100.0 %  
Country Summary   % of Investments *  
Brazil     21.0 %  
South Korea     18.2    
Taiwan     15.2    
China     9.6    
Russia     8.2    
Thailand     6.7    
India     5.4    
Malaysia     4.8    
Turkey     2.7    
South Africa     1.9    
Philippines     1.8    
Indonesia     1.7    
Israel     0.9    
Hungary     0.9    
Poland     0.8    
Mexico     0.1    
United States     0.1    
Sri Lanka     0.0    
Chile     0.0    
Argentina     0.0    
Pakistan     0.0    
Lebanon     0.0    
Ukraine     0.0    
      100.0 %  

 

*  The table excludes short-term investments.


1



GMO Emerging Markets Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Investments *  
Financials     20.3 %  
Energy     20.0    
Materials     16.8    
Information Technology     12.1    
Industrials     9.6    
Telecommunication Services     7.0    
Consumer Discretionary     6.7    
Consumer Staples     3.0    
Utilities     2.2    
Health Care     1.2    
Miscellaneous     1.1    
      100.0 %  

 

*  The table excludes short-term investments.


2




GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 81.0%        
        Argentina — 0.0%        
  12,440     Petrobras Energia Participaciones SA Sponsored ADR     148,160    
  12,800     Tenaris SA ADR     568,960    
    Total Argentina     717,120    
        Brazil — 8.2%        
  234,893,720     Aes Tiete SA     9,920,235    
  746,100     B2W Companhia Global do Varejo     31,324,641    
  3,707,260     Banco do Brasil SA     61,974,005    
  1,946,500     Bolsa de Mercadorias e Futuros     20,752,998    
  790,900     Bovespa Holding SA     12,393,620    
  1,803,302     Companhia Saneamento Basico Sao Paulo     42,867,211    
  1,788,316     Companhia Siderurgica Nacional SA     66,727,420    
  3,859,500     Companhia Vale do Rio Doce     133,876,335    
  3,340,790     Companhia Vale do Rio Doce ADR     116,393,124    
  1,747,230     Companhia Vale do Rio Doce Sponsored ADR     51,228,784    
  1,320,792     Electrobras (Centro)     19,424,101    
  606,900     Iguatemi Empresa de Shopping     9,976,832    
  315,800     OdontoPrev SA     8,401,539    
  1,990,250     Petroleo Brasileiro SA (Petrobras)     114,982,807    
  2,138,780     Petroleo Brasileiro SA (Petrobras) ADR     250,964,445    
  1,106,204     Souza Cruz SA     32,202,958    
  373,200     Tele Norte Leste Participacoes SA     14,101,756    
  513,840     Unibanco-Uniao de Bancos Brasileiros SA GDR     69,686,981    
  635,400     Usinas Siderurgicas de Minas Gerais SA     38,136,775    
    Total Brazil     1,105,336,567    
        Chile — 0.0%        
  1,400     AFP Provida SA Sponsored ADR     51,170    
  4,920     Empresa Nacional de Electricidad SA ADR     208,460    
  15,040     Enersis SA Sponsored ADR     237,181    
  5,150     Lan Airlines SA Sponsored ADR     68,907    
  970     Sociedad Quimica y Minera de Chile SA Sponsored ADR     189,198    
    Total Chile     754,916    

 

See accompanying notes to the financial statements.


3



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        China — 9.1%        
  18,629,990     Advanced Semiconductor Manufacturing Co Class H *      683,784    
  14,112,000     Air China Ltd Class H     13,233,140    
  3,486,000     Ajisen China Holdings Ltd *      4,962,016    
  2,190,000     Anhui Conch Cement Co Ltd Class H     16,879,771    
  74,810     Baidu.com Inc Sponsored ADR *      18,801,997    
  82,856,000     Bank of China Ltd Class H     34,706,392    
  5,797,000     Belle International Holdings Ltd     7,004,929    
  18,134,000     BOC Hong Kong Holdings Ltd     44,439,288    
  12,184,000     China Communication Services Corp Ltd Class H *      10,517,357    
  6,726,000     China Communications Construction Co Ltd Class H     17,427,284    
  31,717,000     China Construction Bank Class H     24,030,785    
  3,140,000     China Life Insurance Co Ltd Class H     12,193,472    
  15,083,000     China Merchants Bank Co Ltd Class H     52,357,566    
  4,786,000     China Merchants Holdings International Co Ltd     25,689,576    
  12,830,442     China Mobile Ltd     192,112,014    
  375,649     China Mobile Ltd Sponsored ADR     28,030,928    
  65,471,351     China Petroleum & Chemical Corp Class H     71,553,784    
  6,871,400     China Resources Enterprise Ltd     24,394,605    
  2,250,000     China Shenhua Energy Co Ltd Class H     11,460,620    
  4,074,000     China Shipping Development Co Ltd Class H     12,600,745    
  123,230     China Telecom Corp Ltd ADR (a)      9,046,314    
  18,946,700     China Telecom Corp Ltd Class H     13,953,691    
  15,474,000     China Ting Group Holding Ltd     2,506,250    
  58,314,000     China Travel International Investment Hong Kong Ltd     31,407,859    
  28,854,000     CNOOC Ltd     47,919,303    
  27,146,416     Denway Motors Ltd     13,721,651    
  2,025,000     Dongfang Electrical Machinery Co Ltd     12,150,911    
  7,286,686     Fountain Set Holdings Ltd     1,467,488    
  9,581,284     GOME Electrical Appliances Holdings Ltd     21,070,378    
  12,136,700     Guangdong Investments Ltd     6,432,000    
  13,504,000     Huaneng Power International Inc Class H     11,033,944    
  68,758,000     Industrial and Commercial Bank of China Ltd Class H     47,701,067    
  5,176,000     Jiangxi Copper Co Ltd Class H     11,977,711    

 

See accompanying notes to the financial statements.


4



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        China — continued        
  571,700     New Oriental Education & Technology Group Inc Sponsored ADR *      35,645,495    
  4,516,100     Parkson Retail Group Ltd     47,012,118    
  6,356,172     Peace Mark Holdings Ltd     7,089,379    
  182,310     Perfect World Co Ltd ADR *      4,927,839    
  85,267,101     PetroChina Co Ltd Class H     124,812,153    
  8,574,000     PICC Property & Casualty Co Ltd Class H     8,990,508    
  33,832,789     Pico Far East Holdings Ltd     4,891,021    
  1,722,000     Ping An Insurance (Group) Co of China Ltd Class H     13,042,391    
  9,513,000     Shandong Weigao Group Medical Polymer Co Ltd Class H     14,610,896    
  12,984,344     Shanghai Industrial Holdings Ltd     52,948,751    
  2,522,000     Shanghai Jin Jiang International Hotels Co Ltd Class H     964,714    
  15,291,500     Sinofert Holdings Ltd     15,256,324    
  14,906,000     Sinopec Shanghai Petrochemical Co Ltd Class H     6,978,789    
  240,310     Suntech Power Holdings Co Ltd ADR *      8,932,323    
  3,328,000     Tianjin Development Holdings Ltd     3,012,748    
  10,962,000     Yanzhou Coal Mining Co Ltd Class H     17,883,107    
  4,958,000     Zhuzhou CSR Times Electric Co Ltd Class H     6,056,542    
    Total China     1,226,523,718    
        Hungary — 0.8%        
  63,480     Gedeon Richter Rt     13,702,733    
  478,610     MOL Magyar Olaj es Gazipari Nyrt (New Shares)     65,199,588    
  809,060     OTP Bank Nyrt     32,691,992    
    Total Hungary     111,594,313    
        India — 5.0%        
  66,780     Aban Offshore Ltd     6,772,605    
  504,970     Axis Bank Ltd     12,688,283    
  1,392,921     Balrampur Chini Mills Ltd *      3,198,096    
  51,800     BF Utilities Ltd *      1,533,199    
  521,411     Bombay Dyeing & Manufacturing Co Ltd     8,909,137    
  11,896,352     CBAY Systems Holdings Ltd * (b)      18,319,951    
  5,948,177     CBAY Systems Ltd * (c) (d)      59,482    

 

See accompanying notes to the financial statements.


5



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        India — continued        
  21,797,849     Centurion Bank of Punjab Ltd *      26,289,464    
  754,430     Century Textiles & Industries Ltd     14,923,298    
  3,000     Cipla Ltd (Shares Under Objection) (c)      1    
  488,639     Cummins India Ltd     4,070,902    
  176,150     Emco Ltd     5,173,972    
  1,063,900     GAIL India Ltd     11,075,004    
  1,209,169     Gammon India Ltd     14,618,380    
  321,462     Gitanjali Gems Ltd     2,287,745    
  200     HCL Infosystems Ltd (Shares Under Objection) (c)         
  431,539     HDFC Bank Ltd     15,457,712    
  3,143,858     Hindalco Industries Ltd     15,660,341    
  174,394     Housing Development Finance Corp Ltd     11,993,156    
  1,624,350     ICICI Bank Ltd     43,292,315    
  770,280     India Cements Ltd     3,938,467    
  710,030     Indiabulls Financial Services Ltd     10,655,539    
  743,410     Indiabulls Real Estate Ltd *      11,608,962    
  484,076     Indiabulls Securities Ltd     4,549,214    
  217,620     Infosys Technologies Ltd     8,307,423    
  1,500     ITC Ltd (Shares Under Objection) (c)         
  3,869,707     IVRCL Infrastructures & Projects Ltd     44,851,882    
  1,522,424     Jaiprakash Associates Ltd     9,840,771    
  1,766,780     Jindal Steel & Power Ltd     99,881,458    
  194,927     JSW Steel Ltd     5,093,657    
  425,780     Lanco Infratech Ltd *      4,957,522    
  123,850     Madhucon Projects Ltd     2,131,036    
  87     Mahindra Lifespace Developers Ltd     1,210    
  185,010     Maruti Suzuki India Ltd     3,955,148    
  1,672,410     Power Finance Corp     7,697,880    
  1,708,767     PTC India Ltd     4,976,332    
  297,853     Punj Lloyd Ltd     2,765,334    
  527,749     Reliance Capital Ltd     23,657,792    
  1,287,000     Reliance Communications Ltd     18,230,893    
  250,900     Reliance Energy Ltd     9,684,378    
  900     Reliance Energy Ltd (Shares Under Objection) (c)         

 

See accompanying notes to the financial statements.


6



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        India — continued        
  787,008     Reliance Industries Ltd     47,981,308    
  7,133     Reliance Industries Ltd (Shares Under Objection) (c)      2    
  528,912     Rolta India Ltd     3,946,578    
  1,817,865     Satyam Computer Services Ltd     19,557,320    
  28,949     SAW Ltd *      622,460    
  368,485     Shree Precoated Steels Ltd     2,196,380    
  1,878,500     Sintex Industries Ltd     21,525,652    
  525,136     Tasc Pharmaceuticals Ltd *      3,304,035    
  1,044,924     Tata Consultancy Services Ltd     22,663,178    
  186,450     Tata Motors Ltd     3,214,053    
  309,947     Tata Power Co Ltd     10,611,134    
  190,622     Tata Steel Ltd     3,764,724    
  592,429     United Phosphorus Ltd     4,885,754    
  67,166     Welspun India Ltd *      102,790    
  3,184,720     Wipro Ltd     34,324,652    
  600     Wockhardt Ltd     4,971    
    Total India     671,812,932    
        Indonesia — 1.6%        
  8,454,000     Astra International Tbk PT     25,366,274    
  1,408,557,000     Bakrie & Brothers Tbk PT * (b)      52,163,380    
  120,493,500     Bumi Resources Tbk PT     99,415,428    
  59,543,100     Matahari Putra Prima Tbk PT     3,935,419    
  23,513,000     Telekomunikasi Indonesia Tbk PT     24,889,858    
  75,674,500     Truba Alam Manunggal Engineering Tbk PT *      9,649,776    
    Total Indonesia     215,420,135    
        Israel — 0.9%        
  6,012,720     Bank Hapoalim BM     25,690,616    
  7,424,000     Bank Leumi Le — Israel     34,110,298    
  2,900     Teva Pharmaceutical Industries Ltd     141,618    
  1,169,440     Teva Pharmaceutical Industries Ltd Sponsored ADR     57,384,421    
    Total Israel     117,326,953    

 

See accompanying notes to the financial statements.


7



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Lebanon — 0.0%        
  8,700     Banque Libanaise pour le Commerce Sal * (c)      35,695    
        Malaysia — 4.5%        
  17,423,200     Berjaya Sports Toto Berhad     27,845,486    
  10,411,100     Gamuda Berhad     12,658,229    
  21,011,400     Genting Berhad     44,446,560    
  4,613,000     Hong Leong Bank Berhad     8,008,526    
  4,020,500     IGB Corp Berhad     2,381,339    
  20,301,100     IOI Corp Berhad     50,493,148    
  19,613,684     KNM Group Berhad     36,896,075    
  16,708,825     Malayan Banking Berhad     47,164,967    
  8,111,100     Public Bank Berhad     26,497,614    
  61,892,700     Resorts World Berhad     71,583,960    
  54,330,729     RHB Capital Berhad     83,345,668    
  8,783,700     Shangri-La Hotels Berhad     6,716,801    
  17,199,089     Sime Darby Berhad *      62,454,040    
  14,890,400     Sunway City Berhad     13,676,141    
  5,666,168     Tanjong Plc     28,150,275    
  6,838,300     UEM World Berhad     7,338,355    
  27,048,400     UMW Holdings Berhad     58,848,580    
  18,444,532     WCT Engineering Berhad     23,246,057    
    Total Malaysia     611,751,821    
        Mexico — 0.1%        
  3,077,311     Grupo Cementos de Chihuahua SA de CV     17,351,896    
        Pakistan — 0.0%        
  65,510     Attock Refinery Ltd     286,030    
  29,040     MCB Bank Ltd     201,783    
  106,720     Oil & Gas Development Co Ltd     219,640    
    Total Pakistan     707,453    

 

See accompanying notes to the financial statements.


8



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Philippines — 1.8%        
  648,604     Ayala Corp     6,831,449    
  64,457,483     Ayala Land Inc     18,317,458    
  9,145,830     Bank of the Philippine Islands     12,344,576    
  707,472,942     Filinvest Land Inc *      18,081,515    
  4,914,000     First Gen Corp     4,852,358    
  6,379,623     First Philippine Holdings     7,214,721    
  827,704,087     Megaworld Corp     49,255,194    
  1,032,446     Philippine Long Distance Telephone Co     72,847,731    
  8,160     Philippine Long Distance Telephone Co Sponsored ADR (a)      578,952    
  11,567,600     PNOC Energy Development Corp     1,802,190    
  132,173,510     Robinsons Land Corp     36,937,049    
  38,329,445     SM Prime Holdings Inc     8,645,793    
    Total Philippines     237,708,986    
        Poland — 0.1%        
  842,890     Polski Koncern Naftowy Orlen SA *      14,298,604    
        Russia — 7.5%        
  327,920     AvtoVAZ     590,256    
  618,700     Cherepovets MK Severstal GDR (Registered Shares)     15,776,850    
  376,540     CTC Media Inc *      11,055,214    
  4,165,493     Gazprom Neft     24,368,134    
  403,900     Gazprom Neft Sponsored ADR     12,722,850    
  725,000     JSC Mining & Smelting Co ADR     21,170,000    
  21,350     KamAZ *      123,830    
  685     Lukoil GDR     203,856    
  611,350     Lukoil Sponsored ADR     45,239,900    
  656,730     Mobile Telesystems Sponsored ADR     53,891,264    
  293,100     Novolipetsk Steel GDR (Registered Shares)     13,429,842    
  9,161,800     OAO Gazprom Sponsored GDR     465,419,440    
  685,883     OAO Mechel ADR (a)      90,570,850    
  1,728,900     OAO Rosneft Oil Co GDR     14,142,402    
  162,300     OAO Tatneft Sponsored GDR (Registered Shares)     20,368,650    
  452,500     PIK Group GDR (Registered Shares) *      12,896,250    

 

See accompanying notes to the financial statements.


9



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Russia — continued        
  135,000     Russia Petroleum * (c)      1,350,000    
  38,088,550     Sberbank RF     126,834,871    
  741,310     Vimpel-Communications Sponsored ADR     25,745,696    
  424,790     Wimm-Bill-Dann Foods ADR     44,713,395    
  490,900     X5 Retail Group NV GDR (Registered Shares) *      16,543,330    
    Total Russia     1,017,156,880    
        South Africa — 1.8%        
  844,275     Absa Group Ltd     11,950,459    
  2,003,660     African Bank Investments Ltd     7,893,393    
  605,000     ArcelorMittal South Africa Ltd     14,347,329    
  1,641,493     Aveng Ltd     12,902,859    
  828,300     Barloworld Ltd     9,973,811    
  7,072,300     FirstRand Ltd     16,737,274    
  1,905,300     Freeworld Coatings Ltd *      2,381,716    
  1,475,800     MTN Group Ltd     23,109,973    
  4,136,780     Murray & Roberts Holdings Ltd     51,751,251    
  1,129,700     Reunert Ltd     8,235,367    
  8,300,471     Sanlam Ltd     19,725,914    
  654,100     Sasol Ltd     33,451,979    
  1,188,726     Standard Bank Group Ltd     14,835,732    
  3,353,900     Steinhoff International Holdings Ltd     7,703,057    
  497,948     Tiger Brands Ltd     8,863,128    
    Total South Africa     243,863,242    
        South Korea — 16.0%        
  4,403,499     Biomass Korea Co Ltd * (b)      4,806,682    
  188,185     Boryung Pharmaceutical Co Ltd (b)      9,623,938    
  26,120     CJ CheilJedang Corp *      7,468,420    
  577,880     Daehan Pulp Co Ltd * (b)      3,241,894    
  318,260     Daelim Industrial Co Ltd     49,523,728    
  12,315     Daesun Shipbuilding     1,663,793    
  681,411     Daewoo Engineering & Construction Co Ltd     14,585,751    
  497,250     Daewoo International Corp     18,771,979    

 

See accompanying notes to the financial statements.


10



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        South Korea — continued        
  128,526     DC Chemical Co Ltd     45,993,921    
  501,263     Dongbu Insurance Co Ltd     19,846,541    
  274,450     Dongkuk Steel Mill Co Ltd     12,276,693    
  1,413,948     EnE System Inc * (b)      9,225,369    
  191,100     GS Holdings Corp     9,264,844    
  243,319     Hana Financial Group Inc     10,796,792    
  81,961     Hana Tour Service Inc     5,368,062    
  545,175     Hanjin Heavy Industries & Construction Co Ltd     33,399,074    
  441,644     Hanjin Heavy Industries & Construction Holdings Co Ltd *      15,637,248    
  2,939,252     Hanwha Corp     178,781,231    
  77,974     Honam Petrochemical Corp     7,583,225    
  434,226     Hyundai Engineering & Construction     39,053,928    
  153,860     Hyundai Heavy Industries     60,931,674    
  1,004,360     Hyundai Marine & Fire Insurance Co Ltd     22,463,326    
  35,611     Hyundai Mipo Dockyard Co Ltd     10,020,488    
  525,410     Hyundai Mobis     40,329,946    
  1,018,130     Hyundai Motor Co     71,388,353    
  447,490     Hyundai Steel Co     34,621,626    
  131,410     Hyunjin Materials Co Ltd     5,011,812    
  448,416     In the F Co Ltd * (b)      11,011,120    
  1,138,040     Industrial Bank of Korea     18,348,307    
  169,736     JVM Co Ltd     9,250,619    
  79,970     KCC Corp     47,147,975    
  936,270     Kookmin Bank     57,701,931    
  40,200     Kookmin Bank ADR *      2,461,446    
  1,451,610     Korea Exchange Bank     20,299,146    
  286,143     Korea Gas Corp     21,343,366    
  93,346     Korea Iron & Steel Co Ltd     7,563,928    
  11,353,300     Korea Real Estate *      19,779,239    
  81,889     Korea Zinc Co Ltd     12,364,300    
  534,254     Korean Air Lines Co Ltd     40,365,222    
  283,370     KT Corp     13,932,745    
  313,740     KT Corp ADR *      7,620,745    
  1,349,288     KT&G Corp     111,324,919    

 

See accompanying notes to the financial statements.


11



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        South Korea — continued        
  566,000     KT&G Corp GDR 144A *      23,211,660    
  394,050     LG Corp     27,406,847    
  301,850     LG Electronics Inc     32,510,306    
  2,033,830     LG Philips LCD Co Ltd     96,626,427    
  476,019     Maeil Dairy Industry     10,436,431    
  142,680     MegaStudy Co Ltd     49,607,546    
  456,780     NHN Corp *      101,376,345    
  219,269     POSCO     120,602,993    
  76,000     POSCO ADR     10,282,800    
  794,190     Pumyang Construction Co Ltd (b)      13,435,930    
  608,590     Samsung Corp     37,126,729    
  236,691     Samsung Electronics Co Ltd     138,741,697    
  337,326     Samsung Fire & Marine Insurance Co Ltd     66,680,047    
  1,441,325     Shinhan Financial Group Co Ltd     77,642,460    
  56,890     Shinsegae Co Ltd     35,324,293    
  472,128     SK Energy Co Ltd     64,102,302    
  400     SK Telecom Co Ltd     81,307    
  616,500     SK Telecom Co Ltd ADR     13,809,600    
  286,821     SSCP Co Ltd *      7,660,637    
  492,492     Taewoong Co Ltd     43,205,235    
  675,220     Taihan Electric Wire Co Ltd     32,899,499    
  1,089,630     Woori Finance Holdings Co Ltd     19,512,494    
    Total South Korea     2,164,478,931    
        Sri Lanka — 0.0%        
  208,500     Lanka Walltile Ltd     121,356    
        Taiwan — 14.6%        
  17,344,250     Asustek Computer Inc     47,883,090    
  44,698,000     AU Optronics Corp     85,256,429    
  17,118,000     Cathay Financial Holding Co Ltd     42,889,795    
  45,781,000     Chi Mei Optoelectronics Corp     60,216,490    
  52,437,000     China Bills Finance Corp *      12,392,874    
  74,374,840     China Development Financial Holding Corp     30,455,072    

 

See accompanying notes to the financial statements.


12



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Taiwan — continued        
  42,802,079     China Steel Corp     63,239,362    
  383,778     China Steel Corp Sponsored GDR     11,563,231    
  58,891,387     Chinatrust Financial Holding Co Ltd *      52,649,452    
  38,904,610     Chunghwa Telecom Co Ltd     96,729,583    
  847,231     Chungwa Telecom Co Ltd ADR     20,791,049    
  24,812,548     Compal Electronics Inc     22,363,076    
  3,487,855     Delta Electronics Inc     9,920,355    
  2,487,596     DFI Inc     5,811,962    
  10,569,806     Dimerco Express Taiwan Corp (b)      13,447,262    
  7,663,776     D-Link Corp     12,175,550    
  10,861,040     Far Eastern Department Stores Ltd     19,862,406    
  33,753,162     Far Eastern Textile Co Ltd     54,991,942    
  16,535,000     Far Eastone Telecommunications Co Ltd     23,089,310    
  22,247,000     First Financial Holding Co Ltd     19,860,962    
  30,631,208     Formosa Chemicals & Fibre Co     74,438,938    
  3,054,044     Formosa Petrochemical Corp     8,450,599    
  26,509,107     Formosa Plastics Corp     71,460,201    
  4,085,250     Foxconn Technology Co Ltd     26,651,476    
  31,652,000     Fubon Financial Holding Co Ltd     34,447,492    
  6,132,670     Gloria Material Technology Corp     9,185,655    
  28,278,000     Hannstar Display Corp *      12,163,702    
  3,906,000     High Tech Computer Corp     80,634,345    
  30,814,526     Hon Hai Precision Industry Co Ltd     183,843,160    
  3,504,586     Innolux Display Corp     9,670,390    
  11,942,883     Les Enphants Co Ltd (b)      8,606,563    
  14,247,391     Lite-On Technology Corp     19,462,402    
  7,102,365     MediaTek Inc     79,656,671    
  21,596,000     Mega Financial Holdings Co Ltd     15,421,004    
  41,155,405     Nan Ya Plastics Corp     96,923,075    
  5,137,000     Novatek Microelectronics Corp Ltd     18,076,158    
  199     Oriental Union Chemical     194    
  2,007,850     Richtek Technology Corp     17,717,089    
  19,222,903     Siliconware Precision Industries Co     31,325,715    
  52,257,350     Taiwan Cement Corp     92,969,570    

 

See accompanying notes to the financial statements.


13



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Taiwan — continued        
  2,440,000     Taiwan Fertilizer Co Ltd     9,516,908    
  20,745,288     Taiwan Mobile Co Ltd     35,145,330    
  82,773,965     Taiwan Semiconductor Manufacturing Co Ltd     161,702,549    
  816,117     Taiwan Semiconductor Manufacturing Co Ltd Sponsored ADR     7,948,980    
  438     Tsann Kuen Enterprises Co Ltd *      582    
  7,051,000     U-Ming Marine Transport Co     19,386,544    
  6,916,540     Unimicron Technology Corp     10,436,514    
  9,079,100     Uni-President Enterprises Corp     13,033,670    
  12,133,873     Wan Hai Lines Ltd     10,304,078    
  38,672,020     Waterland Financial Holdings     14,778,929    
  11,001,000     Wintek Corp     10,739,453    
  15,408,000     Wistron Corp     25,444,257    
  66,725,000     Yuanta Financial Holding Co Ltd *      58,497,634    
    Total Taiwan     1,973,629,079    
        Thailand — 6.4%        
  14,364,590     Advanced Info Service Pcl (Foreign Registered) (c)      47,305,071    
  7,983,540     Bangkok Bank Pcl NVDR (c)      32,596,356    
  29,855,800     Bangkok Dusit Medical Service Pcl (Foreign Registered) (c)      31,563,201    
  5,452,500     Bank of Ayudhya Pcl (Foreign Registered) (c)      4,362,381    
  18,701,760     Bank of Ayudhya Pcl NVDR (c)      14,454,752    
  5,134,940     Banpu Pcl (Foreign Registered) (c)      76,935,040    
  573,790     Banpu Pcl NVDR (c)      8,596,898    
  41,745,020     BEC World Pcl (Foreign Registered) (c)      36,089,714    
  11,150,580     Home Product Center Pcl (Foreign Registered) (c)      1,756,389    
  103,455,800     IRPC Pcl (Foreign Registered) (c)      19,477,301    
  109,514,650     Italian Thai Development Pcl (Foreign Registered) * (c)      30,884,697    
  18,442,760     Kasikornbank Pcl (Foreign Registered) (c)      51,699,524    
  21,641,700     Kasikornbank Pcl NVDR (c)      59,650,163    
  31,705,000     Krung Thai Bank Pcl (Foreign Registered) (c)      10,778,189    
  48,301,630     Land & Houses Pcl NVDR (c)      12,741,195    
  13,838,500     Major Cineplex Group (Foreign Registered) (c)      7,731,006    
  22,331,771     PTT Aromatics & Refining Pcl (Foreign Registered) * (c)      29,976,722    
  9,740,000     PTT Exploration & Production Pcl (Foreign Registered) (c)      49,025,234    

 

See accompanying notes to the financial statements.


14



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        Thailand — continued        
  17,043,270     PTT Pcl (Foreign Registered) (c)      182,264,980    
  8,938,690     Robinson Department Store Pcl (Foreign Registered) (c)      3,174,421    
  3,499,793     Robinson Department Store Pcl NVDR (c)      1,242,891    
  13,251,400     Saha Pathana International Holding Pcl (Foreign Registered) (c)      8,191,618    
  3,564,838     Siam Cement Pcl NVDR (c)      24,228,202    
  20,186,900     Siam Commercial Bank Pcl (Foreign Registered) (c)      55,330,128    
  3,108,050     Star Block Co Ltd (Foreign Registered) * (b) (c) (e)      987    
  19,808,320     Thai Oil Pcl (Foreign Registered) (c)      48,980,831    
  10,883,760     Thoresen Thai Agencies Pcl (Foreign Registered) (c)      16,256,378    
    Total Thailand     865,294,269    
        Turkey — 2.6%        
  5,315,530     Akbank TAS     28,138,556    
  5,576,090     Dogan Sirketler Grubu Holdings AS *      7,015,685    
  1,966,410     Enka Insaat ve Sanayi AS     29,586,536    
  3,984,970     Eregli Demir ve Celik Fabrikalari TAS     28,020,494    
  3,679,520     Haci Omer Sabanci Holding AS     16,549,248    
  4,144,150     KOC Holding AS *      15,607,538    
  42,150     Medya Holding AS * (c) (e)      345    
  1,715,910     Tupras-Turkiye Petrol Rafineriler AS     43,503,555    
  1,034,670     Turk Hava Yollari Anonim Ortakligi *      6,147,491    
  4,103,170     Turkcell Iletisim Hizmet AS     40,540,866    
  14,160,600     Turkiye Garanti Bankasi     83,979,725    
  1,410,330     Turkiye Halk Bankasi AS *      8,924,309    
  7,242,630     Turkiye IS Bankasi Class C     33,219,965    
  4,785,200     Yapi Ve Kredi Bankasi AS *      10,816,395    
    Total Turkey     352,050,708    
    TOTAL COMMON STOCKS (COST $9,002,269,976)     10,947,935,574    

 

See accompanying notes to the financial statements.


15



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        PREFERRED STOCKS — 13.5%        
        Brazil — 12.0%        
  3,609,968     Banco Bradesco SA 0.32%     112,711,437    
  4,494,640     Banco Itau Holding Financeira SA 2.81%     113,223,147    
  959,700     Bradespar SA 0.28%     24,970,019    
  3,180,726     Companhia Energetica de Minas Gerais 2.29%     60,563,762    
  1,158,700     Companhia Paranaense de Energia Class B 2.20%     18,849,173    
  8,257,108     Companhia Vale do Rio Doce Class A 0.05%     243,450,656    
  938,500     Electrobras (Centro) SA Class B 6.09%     13,763,113    
  896,500     Gerdau Metalurgica SA 2.65%     39,494,560    
  3,256,031     Gerdau SA 2.11%     106,397,181    
  19,623,682     Itausa-Investimentos Itau SA 0.11%     124,744,002    
  1,802,052     Net Servicos de Comunicacoa SA *      19,830,990    
  8,703,052     Petroleo Brasileiro SA (Petrobras) 0.43%     419,173,074    
  1,025,400     Petroleo Brasileiro SA Sponsored ADR 0.38%     100,417,422    
  5,674,223     Sadia SA 3.09%     32,077,093    
  3,108,720     Tele Norte Leste Participacoes ADR 3.52%     77,811,262    
  387,300     Telecomunicacoes de Sao Paulo SA 6.72%     11,066,369    
  659,100     Telemar Norte Leste SA Class A 3.67%     35,466,915    
  6,220,732     Unipar Class B 0.68%     5,959,190    
  970,800     Usinas Siderrurgicas de Minas Gerais SA Class A 2.26%     56,258,293    
    Total Brazil     1,616,227,658    
        Malaysia — 0.0%        
  15,370,443     WCT Engineering Series ICPS *      4,059,009    
        Russia — 0.1%        
  11,260     Transneft 0.66%     16,383,300    
        South Korea — 1.4%        
  365,300     Hyundai Motor Co 3.86%     10,445,812    
  491,990     Hyundai Motor Co 4.03%     14,167,546    
  387,392     Samsung Electronics Co Ltd (Non Voting) 3.69%     166,299,832    
    Total South Korea     190,913,190    
    TOTAL PREFERRED STOCKS (COST $795,603,691)     1,827,583,157    

 

See accompanying notes to the financial statements.


16



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        PRIVATE EQUITY SECURITIES — 0.7%        
        Poland — 0.7%        
        CHP Investors (Multimedia) * (c) (d)      29,356,596    
        MHP Investors (Tri Media Holdings Ltd) * (c) (d)      57,335,486    
    Total Poland     86,692,082    
        Russia — 0.0%        
  46,624     Divot Holdings NV, Convertible Securities-Class F * (c) (d) (e)      466    
  90,000     Divot Holdings NV, Private Equity Securities-Class D * (c) (d) (e)      900    
  124,330     Divot Holdings NV, Private Equity Securities-Class E * (c) (d) (e)      1,243    
    Total Russia     2,609    
        Sri Lanka — 0.0%        
  2,545,869     Millenium Information Technology * (b) (c) (d)      787,470    
    TOTAL PRIVATE EQUITY SECURITIES (COST $3,925,626)     87,482,161    
        INVESTMENT FUNDS — 0.4%        
        China — 0.1%        
  250,446     Martin Currie China A Share Fund Ltd * (c) (d)      14,335,519    
        India — 0.1%        
  10,303     Fire Capital Mauritius Private Fund * (c) (d) (k)      9,021,539    
  170     SPG Infinity Technology Fund I * (c) (d)      5,583    
  1,371,900     TDA India Technology Fund II LP * (c) (d)      2,521,621    
  100     UTI Masterplus 1991 Units (Shares Under Objection) * (c) (d)         
    Total India     11,548,743    
        Poland — 0.0%        
  1,749,150     The Emerging European Fund II LP * (c) (d)      786,278    

 

See accompanying notes to the financial statements.


17



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        Russia — 0.2%        
  9,500,000     NCH Eagle Fund LP * (c) (d)      28,534,200    
  2,000     Steep Rock Russia Fund LP (c) (d)      1,943,925    
    Total Russia     30,478,125    
        Ukraine — 0.0%        
  16,667     Societe Generale Thalmann Ukraine Fund * (c) (d)      4,000    
    TOTAL INVESTMENT FUNDS (COST $26,727,232)     57,152,665    
        DEBT OBLIGATIONS — 0.1%        
        United States — 0.1%        
  15,773,052     U.S. Treasury Inflation Indexed Note, 3.88%, due 01/15/09 (f)      16,427,381    
    TOTAL DEBT OBLIGATIONS (COST $16,536,501)     16,427,381    
        RIGHTS AND WARRANTS — 0.1%        
        Brazil — 0.0%        
  31,966     Banco Bradesco SA Rights, Expires 02/22/08 * (g)      84,116    
  20,157     Net Servicos de Comunicacao SA Right, Expires 03/07/08 *      1,430    
    Total Brazil     85,546    
        India — 0.1%        
  32,542     Uniphos Enterprises Ltd Warrants, 144A, Expires 01/28/09
(Merrill Lynch) * (c) (h) 
    46,355    
  711,650     United Phosphorus Ltd Warrants, 144A, Expires 01/28/09
(Merrill Lynch) * (c) (h) 
    5,957,835    
    Total India     6,004,190    
        Malaysia — 0.0%        
  4,963,466     Sunway City Warrants, Expires 10/04/17 *      769,108    

 

See accompanying notes to the financial statements.


18



GMO Emerging Markets Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        Thailand — 0.0%        
  2,689,393     True Corp Pcl Warrants, Expires 04/03/08 * (c)         
    TOTAL RIGHTS AND WARRANTS (COST $1,978,162)     6,858,844    
        MUTUAL FUNDS — 0.0%        
        United States — 0.0%        
        Affiliated Issuer        
  8,064     GMO Special Purpose Holding Fund (c) (i)      10,161    
    TOTAL MUTUAL FUNDS (COST $0)     10,161    
        CONVERTIBLE SECURITIES — 0.0%        
        India — 0.0%        
  3,380,000     Adani Enterprise, 0.06%, due 01/27/12     3,929,250    
    TOTAL CONVERTIBLE SECURITIES (COST $4,148,950)     3,929,250    
        SHORT-TERM INVESTMENTS — 3.3%        
  17,438,850     Bank of New York Mellon Institutional Cash Reserves Fund (j)      17,438,850    
  428,400,000     Rabobank Time Deposit, 3.15%, due 03/03/08     428,400,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $445,838,850)     445,838,850    
        TOTAL INVESTMENTS — 99.1%
(Cost $10,297,028,988)
    13,393,218,043    
        Other Assets and Liabilities (net) — 0.9%     123,737,290    
    TOTAL NET ASSETS — 100.0%   $ 13,516,955,333    

 

See accompanying notes to the financial statements.


19



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Additional information on each restricted security is as follows:

Issuer Description   Acquisition
Date
  Acquisition
Cost
  Value as a
Percentage
of Fund's
Net Assets
  Value as of
February 29, 2008
 
CBAY Systems Ltd   5/06/03-11/10/05   $       0.00 %   $ 59,482    
CHP Investors (Multimedia)   3/05/01     18,178,923       0.22 %     29,356,596    
Divot Holdings NV, Convertible
Securities-Class F
  3/27/02     46,624       0.00 %     466    
Divot Holdings NV, Private Equity
Securities-Class D
  6/26/00     1,502,100       0.00 %     900    
Divot Holdings NV, Private Equity
Securities-Class E
  9/21/01     124,330       0.00 %     1,243    
Fire Capital Mauritius Private Fund   9/06/06-1/18/08     10,341,817       0.07 %     9,021,539    
Martin Currie
China A Share Fund Ltd
  1/20/06     2,710,928       0.11 %     14,335,519    
MHP Investors
(Tri Media Holdings Ltd)
  5/01/05     27,983,521       0.42 %     57,335,486    
Millenium Information Technology   10/21/99     2,252,570       0.01 %     787,470    
NCH Eagle Fund LP   1/08/03     9,500,000       0.21 %     28,534,200    
Societe Generale Thalmann
Ukraine Fund
  7/15/97     199,943       0.00 %     4,000    
SPG Infinity Technology Fund I   12/23/99     62,449       0.00 %     5,583    
Steep Rock Russia Fund LP   12/22/06     2,000,000       0.01 %     1,943,925    
TDA India Technology Fund II LP   2/23/00-3/23/04     787,800       0.02 %     2,521,621    
The Emerging European Fund II LP   12/05/97-6/24/02     1,124,248       0.01 %     786,278    
UTI Masterplus 1991 Units
(Shares Under Objection)
  11/14/97     48       0.00 %        
    $ 144,694,308    

 

See accompanying notes to the financial statements.


20



GMO Emerging Markets Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

ADR - American Depositary Receipt

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

GDR - Global Depository Receipt

NVDR - Non-Voting Depository Receipt

*  Non-income producing security.

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

(b)  Affiliated company (Note 8).

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

(d)  Direct placement securities are restricted as to resale.

(e)  Bankrupt issuer.

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

(g)  As of February 29, 2008, these rights have been exercised but shares have not yet been credited to the Fund.

(h)  Structured warrants with risks similar to equity swaps.

(i)  Underlying investment represents interests in defaulted securities.

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

(k)  The Fund is committed to additional capital contributions in the amount of $9,696,527 to this investment.

As of February 29, 2008, 60.56% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


21




GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value, including securities on loan of $16,225,724
(cost $10,182,797,395) (Note 2)
  $ 13,248,537,336    
Investments in affiliated issuers, at value (cost $114,231,593) (Notes 2 and 8)     144,680,707    
Cash     63,995    
Foreign currency, at value (cost $86,494,575) (Note 2)     86,313,929    
Receivable for investments sold     95,492,282    
Receivable for Fund shares sold     52,211,918    
Dividends and interest receivable     45,532,431    
Foreign taxes receivable     2,070,758    
Receivable for expenses reimbursed by Manager (Note 3)     50,199    
Total assets     13,674,953,555    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     17,438,850    
Payable for investments purchased     70,786,759    
Payable for Fund shares repurchased     51,965,953    
Payable to affiliate for (Note 3):  
Management fee     8,530,589    
Shareholder service fee     978,532    
Trustees and Chief Compliance Officer of GMO Trust fees     16,853    
Accrued expenses     8,280,686    
Total liabilities     157,998,222    
Net assets   $ 13,516,955,333    

 

See accompanying notes to the financial statements.


22



GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 8,834,010,948    
Distributions in excess of net investment income     (89,222,065 )  
Accumulated net realized gain     1,675,668,963    
Net unrealized appreciation     3,096,497,487    
    $ 13,516,955,333    
Net assets attributable to:  
Class III shares   $ 3,402,343,405    
Class IV shares   $ 3,021,318,725    
Class V shares   $ 1,190,886,765    
Class VI shares   $ 5,902,406,438    
Shares outstanding:  
Class III     166,148,951    
Class IV     148,097,253    
Class V     58,409,062    
Class VI     289,117,768    
Net asset value per share:  
Class III   $ 20.48    
Class IV   $ 20.40    
Class V   $ 20.39    
Class VI   $ 20.42    

 

See accompanying notes to the financial statements.


23



GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $39,932,639)   $ 281,773,024    
Interest     9,874,710    
Dividends from affiliated issuers (Note 8)     2,359,355    
Securities lending income     203,917    
Total investment income     294,211,006    
Expenses:  
Management fee (Note 3)     115,289,453    
Shareholder service fee – Class III (Note 3)     6,183,843    
Shareholder service fee – Class IV (Note 3)     3,374,485    
Shareholder service fee – Class V (Note 3)     835,934    
Shareholder service fee – Class VI (Note 3)     3,252,401    
Custodian and fund accounting agent fees     18,453,904    
Transfer agent fees     63,698    
Audit and tax fees     721,821    
Legal fees     412,213    
Trustees fees and related expenses (Note 3)     154,957    
Registration fees     38,143    
Miscellaneous     171,950    
Total expenses     148,952,802    
Fees and expenses reimbursed by Manager (Note 3)     (644,613 )  
Expense reductions (Note 2)     (66,795 )  
Net expenses     148,241,394    
Net investment income (loss)     145,969,612    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers (net of foreign capital gains tax of $4,298,031) (Note 2)     4,111,684,769    
Investments in affiliated issuers     39,869,031    
Realized gains distributions from affiliated issuers (Note 8)     52,305    
Written options     1,514,966    
Foreign currency, forward contracts and foreign currency related transactions
(net of CPMF tax of $291,328) (Note2)
    (6,618,160 )  
Net realized gain (loss)     4,146,502,911    
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers (net of change in foreign capital gains tax
accrual of ($100,262)) (Note 2)
    (775,250,798 )  
Investments in affiliated issuers     (12,173,003 )  
Written options     (1,365,146 )  
Foreign currency, forward contracts and foreign currency related transactions     546,653    
Net unrealized gain (loss)     (788,242,294 )  
Net realized and unrealized gain (loss)     3,358,260,617    
Net increase (decrease) in net assets resulting from operations   $ 3,504,230,229    

 

See accompanying notes to the financial statements.


24



GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 145,969,612     $ 232,232,829    
Net realized gain (loss)     4,146,502,911       2,466,047,655    
Change in net unrealized appreciation (depreciation)     (788,242,294 )     (767,827,160 )  
Net increase (decrease) in net assets from operations     3,504,230,229       1,930,453,324    
Distributions to shareholders from:  
Net investment income  
Class III     (48,626,770 )     (105,664,375 )  
Class IV     (42,295,439 )     (68,374,071 )  
Class V     (15,014,450 )     (29,926,264 )  
Class VI     (80,326,387 )     (93,772,150 )  
Total distributions from net investment income     (186,263,046 )     (297,736,860 )  
Net realized gains  
Class III     (949,235,421 )     (908,095,602 )  
Class IV     (772,927,597 )     (590,804,170 )  
Class V     (267,663,344 )     (258,528,323 )  
Class VI     (1,418,555,036 )     (746,269,681 )  
Total distributions from net realized gains     (3,408,381,398 )     (2,503,697,776 )  
      (3,594,644,444 )     (2,801,434,636 )  
Net share transactions (Note 7):  
Class III     (1,040,843,043 )     (220,757,037 )  
Class IV     486,322,877       (274,126,590 )  
Class V     616,982,566       (689,231,191 )  
Class VI     853,624,667       2,195,109,702    
Increase (decrease) in net assets resulting from net share
transactions
    916,087,067       1,010,994,884    

 

See accompanying notes to the financial statements.


25



GMO Emerging Markets Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets — (Continued)

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III   $ 6,256,642     $ 3,421,946    
Class IV     3,200,572       3,362,504    
Class V     2,262,707       1,945,943    
Class VI     7,226,204       3,682,255    
Increase in net assets resulting from purchase premiums
and redemption fees
    18,946,125       12,412,648    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    935,033,192       1,023,407,532    
Total increase (decrease) in net assets     844,618,977       152,426,220    
Net assets:  
Beginning of period     12,672,336,356       12,519,910,136    
End of period (including distributions in excess of net investment
income of $89,222,065 and $68,376,637, respectively)
  $ 13,516,955,333     $ 12,672,336,356    

 

See accompanying notes to the financial statements.


26




GMO Emerging Markets Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 20.67     $ 22.49     $ 19.05     $ 15.78     $ 8.82    
Income (loss) from investment operations:  
Net investment income (loss)      0.25       0.41       0.37       0.34       0.23    
Net realized and unrealized gain (loss)     5.94       3.00       6.24       4.40       6.97    
Total from investment operations     6.19       3.41       6.61       4.74       7.20    
Less distributions to shareholders:  
From net investment income     (0.31 )     (0.54 )     (0.43 )     (0.32 )     (0.24 )  
From net realized gains     (6.07 )     (4.69 )     (2.74 )     (1.15 )        
Total distributions     (6.38 )     (5.23 )     (3.17 )     (1.47 )     (0.24 )  
Net asset value, end of period   $ 20.48     $ 20.67     $ 22.49     $ 19.05     $ 15.78    
Total Return(a)      28.38 %     17.05 %     37.99 %     31.45 %     82.10 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,402,343     $ 4,276,782     $ 4,788,395     $ 4,433,098     $ 4,079,172    
Net expenses to average daily net assets     1.09 %(b)      1.07 %     1.10 %     1.11 %     1.12 %  
Net investment income to average daily
net assets
    1.04 %     1.87 %     1.88 %     2.17 %     1.85 %  
Portfolio turnover rate     60 %     44 %     41 %     57 %     46 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.00 %(c)      0.01 %     0.01 %     0.01 %     0.02 %  
Purchase premiums and redemption
fees consisted of the following per
share amounts: 
  $ 0.04     $ 0.02     $ 0.01     $ 0.01     $ 0.06    

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(b)  The net expense ratio does not include the effect of expense reductions.

(c)  Ratio is less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements


27



GMO Emerging Markets Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 20.62     $ 22.45     $ 19.02     $ 15.75     $ 8.81    
Income (loss) from investment operations:  
Net investment income (loss)      0.23       0.42       0.40       0.34       0.24    
Net realized and unrealized gain (loss)     5.95       2.99       6.20       4.41       6.94    
Total from investment operations     6.18       3.41       6.60       4.75       7.18    
Less distributions to shareholders:  
From net investment income     (0.33 )     (0.55 )     (0.43 )     (0.33 )     (0.24 )  
From net realized gains     (6.07 )     (4.69 )     (2.74 )     (1.15 )        
Total distributions     (6.40 )     (5.24 )     (3.17 )     (1.48 )     (0.24 )  
Net asset value, end of period   $ 20.40     $ 20.62     $ 22.45     $ 19.02     $ 15.75    
Total Return(a)      28.38 %     17.10 %     38.05 %     31.59 %     81.97 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,021,319     $ 2,599,002     $ 3,081,021     $ 3,255,865     $ 1,799,736    
Net expenses to average daily net assets     1.05 %(b)      1.03 %     1.05 %     1.06 %     1.08 %  
Net investment income to average
daily net assets
    0.98 %     1.94 %     2.03 %     2.13 %     2.05 %  
Portfolio turnover rate     60 %     44 %     41 %     57 %     46 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.00 %(c)      0.01 %     0.01 %     0.01 %     0.02 %  
Purchase premiums and redemption
fees consisted of the following per
share amounts: 
  $ 0.02     $ 0.02     $ 0.01     $ 0.00 (d)    $ 0.05    

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(b)  The net expense ratio does not include the effect of expense reductions.

(c)  Ratio is less than 0.01%.

(d)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements


28



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29



GMO Emerging Markets Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006  
Net asset value, beginning of period   $ 20.61     $ 22.44     $ 19.02    
Income (loss) from investment operations:  
Net investment income (loss)      0.23       0.43       0.22    
Net realized and unrealized gain (loss)     5.96       2.98       6.39    
Total from investment operations     6.19       3.41       6.61    
Less distributions to shareholders:  
From net investment income     (0.34 )     (0.55 )     (0.45 )  
From net realized gains     (6.07 )     (4.69 )     (2.74 )  
Total distributions     (6.41 )     (5.24 )     (3.19 )  
Net asset value, end of period   $ 20.39     $ 20.61     $ 22.44    
Total Return(c)      28.43 %     17.11 %     38.12 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,190,887     $ 679,988     $ 1,447,059    
Net expenses to average daily net assets     1.03 %(d)      1.01 %     1.04 %  
Net investment income to average daily net assets     0.98 %     1.97 %     1.06 %  
Portfolio turnover rate     60 %     44 %     41 %  
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.00 %(f)      0.01 %     0.01 %  
Purchase premiums and redemption fees consisted
of the following per share amounts: 
  $ 0.05     $ 0.03     $ 0.02    

 

(a)  The class was inactive from October 27, 2004 to February 11, 2005.

(b)  Distributions from net realized gains were less than $0.01 per share.

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of
reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  The net expense ratio does not include the effect of expense reductions.

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

(f)  Ratio is less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

***  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2005.

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

See accompanying notes to the financial statements.


30



GMO Emerging Markets Fund

(A Series of GMO Trust)

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

    Period from
February 11, 2005
(commencement of
operations) through
  Period from
March 1, 2004
through
  Period from
August 4, 2003
(commencement of
operations) through
 
    February 28, 2005(a)    October 26, 2004(a)    February 29, 2004  
Net asset value, beginning of period   $ 17.88     $ 15.77     $ 10.81    
Income (loss) from investment operations:  
Net investment income (loss)      (0.01 )     0.25       0.13    
Net realized and unrealized gain (loss)     1.15       (0.09 )     5.02    
Total from investment operations     1.14       0.16       5.15    
Less distributions to shareholders:  
From net investment income           (0.07 )     (0.19 )  
From net realized gains           (0.00 )(b)         
Total distributions           (0.07 )     (0.19 )  
Net asset value, end of period   $ 19.02     $ 15.86     $ 15.77    
Total Return(c)      6.38 %**      1.10 %**      47.82 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 38,564     $ 116,417     $ 382,193    
Net expenses to average daily net assets     1.03 %*      1.05 %*      1.07 %*   
Net investment income to average daily net assets     (0.05 )%(e)**      1.70 %(e)**      1.69 %*   
Portfolio turnover rate     57 %***      57 %***      46 %****   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.02 %*      0.01 %*      0.02 %*   
Purchase premiums and redemption fees consisted
of the following per share amounts: 
              $ 0.03    

 

See accompanying notes to the financial statements.


31



GMO Emerging Markets Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004(a)   
Net asset value, beginning of period   $ 20.63     $ 22.45     $ 19.03     $ 15.76     $ 10.45    
Income (loss) from investment operations:  
Net investment income (loss)      0.25       0.42       0.38       0.34       0.14    
Net realized and unrealized gain (loss)     5.95       3.01       6.23       4.41       5.42    
Total from investment operations     6.20       3.43       6.61       4.75       5.56    
Less distributions to shareholders:  
From net investment income     (0.34 )     (0.56 )     (0.45 )     (0.33 )     (0.25 )  
From net realized gains     (6.07 )     (4.69 )     (2.74 )     (1.15 )        
Total distributions     (6.41 )     (5.25 )     (3.19 )     (1.48 )     (0.25 )  
Net asset value, end of period   $ 20.42     $ 20.63     $ 22.45     $ 19.03     $ 15.76    
Total Return(b)      28.49 %     17.20 %     38.07 %     31.63 %     53.62 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 5,902,406     $ 5,116,565     $ 3,203,435     $ 2,083,376     $ 879,837    
Net expenses to average daily net assets     1.00 %(c)      0.98 %     1.00 %     1.01 %     1.04 %*   
Net investment income to average daily
net assets
    1.05 %     1.93 %     1.94 %     2.15 %     1.54 %*   
Portfolio turnover rate     60 %     44 %     41 %     57 %     46 %***   
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.00 %(d)      0.01 %     0.01 %     0.01 %     0.02 %*   
Purchase premiums and redemption fees
consisted of the following per
share amounts: 
  $ 0.03     $ 0.02     $ 0.02     $ 0.03     $ 0.04    

 

(a)  Period from June 30, 2003 (commencement of operations) through February 29, 2004.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the
periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(c)  The net expense ratio does not include the effect of expense reductions.

(d)  Ratio is less than 0.01%.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

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

See accompanying notes to the financial statements


32




GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its investment objective by outperforming the S&P/IFCI (Investable) Composite Index. The Fund typically makes equity investments in companies whose stocks are traded in the securities markets of the world's non-developed markets, which excludes countries that are included in the MSCI EAFE Index.

Throughout the year ended February 29, 2008, the Fund had four classes of shares outstanding: Class III, Class IV, Class V and Class VI. Each class of shares bears a different level of shareholder service fees.

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

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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


33



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

value. Shares of investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Indian regulators have alleged that the Fund violated certain conditions under which it was granted permission to operate in India and have restricted a portion of the Fund's locally held assets pending resolution of the dispute. The amount of these restricted assets represents less than 0.1% of the Fund's net assets as of February 29, 2008. The valuation of this possible claim and all matters relating to the Fund's response to these allegations are subject to supervision and control of the Trustees, and all costs in respect of this matter are being borne by the Fund.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $52,305 through SPHF in conjunction with settlement agreements related to the default of those securities.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including 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


34



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. There were no forward currency contracts outstanding at the end of the period.

Futures contracts

The Fund may purchase and sell futures contracts. Upon entering into a futures contract, the Fund is required to deposit with the futures clearing broker an amount of cash, U.S. government and agency obligations, or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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


35



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no open written option contracts at the end of the period.

For the year ended February 29, 2008, the Fund's investment activity in written options contracts was as follows:

    Principal
Amount of
Contracts
  Premiums  
Outstanding, beginning of period   $ (23,523,993 )   $ (1,514,966 )  
Options written              
Options exercised              
Options expired     23,523,993       1,514,966    
Options sold              
Outstanding, end of period   $     $    

 

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. There were no purchased option contracts outstanding at the end of the period.

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

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may


36



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. Indexed securities held by the Fund at the end of the period are listed in the Fund's Schedule of Investments.

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

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


37



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, the Fund had loaned securities valued by the Fund at $16,225,724 collateralized by cash in the amount of $17,438,850, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. For the year ended February 29, 2008, the Fund incurred $4,298,031 in capital gain taxes which is included in net realized gain (loss) in the Statement of Operations.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. For the year ended February 29, 2008, the Fund incurred $291,328 in CPMF tax which is included


38



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

in the net realized gain (loss) on foreign currency, forward contracts and foreign currency related transactions in the Statement of Operations.

The Fund is currently subject to a Taiwanese security transaction tax of 0.30% of the transaction amount on equities, which must be paid by the Fund upon the sale or transfer of any portfolio securities subject to such tax.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to foreign currency transactions, losses on wash sale transactions, partnership interest tax allocations, post-October currency losses and passive foreign investment company transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 19,448,006     $ (21,180,412 )   $ 1,732,406    

 


39



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any short-term
capital gains)
  $ 563,852,184     $ 621,004,317    
Long-term capital gains     3,030,792,260       2,180,430,319    
Total distributions   $ 3,594,644,444     $ 2,801,434,636    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 39,329,362    
Undistributed long–term capital gain   $ 1,676,727,752    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October currency losses of $12,836,574.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 10,411,605,151     $ 3,446,042,399     $ (464,429,507 )   $ 2,981,612,892    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.


40



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying funds. Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of the underlying funds at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.80% of the amount invested or redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. These fees are allocated relative to each class's net assets on the share transaction date. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

Investments in securities of issuers in emerging countries present certain risks that are not inherent in many other investments. Many emerging countries present elements of political and/or economic instability. The securities markets of emerging countries are generally smaller and less developed than the securities markets of the U.S. and developed foreign markets. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities in anticipation of improving conditions in the related


41



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

countries. These factors may result in significant volatility in the values of its holdings. The markets in emerging countries are typically less liquid than those of developed markets. Accordingly, the Fund may not be able to realize in an actual sale amounts approximating those used to value its holdings.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.81% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.15% for Class III shares, 0.105% for Class IV shares, 0.085% for Class V shares, and 0.055% for Class VI shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, custodial fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding


42



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.81% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the GMO Special Purpose Holding Fund. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net Expenses
(excluding shareholder
service fees)
  Indirect Shareholder
Service Fees
  Total Indirect Expenses  
  0.000 %     0.000 %     0.000 %  

 

      

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $136,005 and $61,378, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $     $ 2,979,372    
Investments (non-U.S. Government securities)     8,247,123,561       11,120,966,132    

 

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.


43



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, there were no shareholders individually holding in excess of 10% of the Fund's outstanding shares.

As of February 29, 2008, 0.40% of the Fund's shares were held by forty-nine related parties comprised of certain GMO employee accounts, and 26.82% of the Fund's shares were held by accounts for which the Manager has investment discretion.


44



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     511,450     $ 11,067,541       901,800     $ 19,806,386    
Shares issued to shareholders
in reinvestment of distributions
    41,256,239       944,580,044       47,035,328       954,963,472    
Shares repurchased     (82,489,753 )     (1,996,490,628 )     (53,946,185 )     (1,195,526,895 )  
Purchase premiums           34,924             16,816    
Redemption fees           6,221,718             3,405,130    
Net increase (decrease)     (40,722,064 )   $ (1,034,586,401 )     (6,009,057 )   $ (217,335,091 )  
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     42,157,428     $ 1,040,161,863       19,134,727     $ 423,961,978    
Shares issued to shareholders
in reinvestment of distributions
    35,738,546       808,409,341       32,302,833       653,579,480    
Shares repurchased     (55,851,088 )     (1,362,248,327 )     (62,645,477 )     (1,351,668,048 )  
Purchase premiums           4,000             4,261    
Redemption fees           3,196,572             3,358,243    
Net increase (decrease)     22,044,886     $ 489,523,449       (11,207,917 )   $ (270,764,086 )  

 


45



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class V:   Shares   Amount   Shares   Amount  
Shares sold     36,562,016     $ 922,567,536       14,260,670     $ 302,250,327    
Shares issued to shareholders
in reinvestment of distributions
    12,460,349       281,241,715       14,192,468       287,016,728    
Shares repurchased     (23,612,498 )     (586,826,685 )     (59,953,974 )     (1,278,498,246 )  
Purchase premiums                          
Redemption fees           2,262,707             1,945,943    
Net increase (decrease)     25,409,867     $ 619,245,273       (31,500,836 )   $ (687,285,248 )  
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     25,646,673     $ 584,700,516       92,951,864     $ 1,981,148,689    
Shares issued to shareholders
in reinvestment of distributions
    64,927,161       1,472,096,525       39,847,798       808,375,017    
Shares repurchased     (49,478,255 )     (1,203,172,374 )     (27,445,223 )     (594,414,004 )  
Purchase premiums           953,166             715,182    
Redemption fees           6,273,038             2,967,073    
Net increase (decrease)     41,095,579     $ 860,850,871       105,354,439     $ 2,198,791,957    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of other funds in GMO Trust during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value, end
of period
 
GMO Special Purpose
Holding Fund
  $ 11,371     $     $     $     $ 52,305     $ 10,161    
Totals   $ 11,371     $     $     $     $ 52,305     $ 10,161    

 


46



GMO Emerging Markets Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

An affiliated company is a company in which the Fund has or had ownership of at least 5% of the voting securities. A summary of the Fund's transactions with companies which are or were affiliates during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Value, end
of period
 
Bakrie & Brothers Tbk PT   $     $ 48,294,307     $     $     $ 52,163,380    
Biomass Korea Co Ltd           7,053,102                   4,806,682    
Boryung Pharmaceutical
Co Ltd
    7,071,014                   97,964       9,623,938    
CBAY Systems
Holdings Ltd
    16,259,042                         18,319,951    
Daehan Pulp Co Ltd     3,669,664                         3,241,894    
Dimerco Express
Taiwan Corp
    10,538,781                   248,444       13,447,262    
EnE System Inc     13,754,436                         9,225,369    
In The F Co Ltd
(formerly Nasan Co Ltd)
    14,147,918                         11,011,120    
Kolon Construction*     29,034,912             31,811,704                
Korea Real Estate*     14,787,117                         19,779,239    
Les Enphants Co Ltd     10,293,616             404,121       230,214       8,606,563    
Mbiznetworks Global Co*     2,855,881             3,356,490                
Megaworld Corp*     65,571,291       3,829,378       22,510,724       423,735       49,255,194    
Millenium Information
Technology
    787,470                         787,470    
Pumyang Construction
Co Ltd
    9,376,861                         13,435,930    
Robinsons Land Corp*     64,992,132       914,695       16,260,267       1,333,399       36,937,049    
SSCP Co Ltd*     31,670,938             30,076,389             7,660,637    
Star Block Co Ltd
(Foreign Registered)
    913                         987    
Yarnapund Pcl*     2,616,004             2,310,202       25,599          
Totals   $ 297,427,990     $ 60,091,482     $ 106,729,897     $ 2,359,355     $ 258,302,665    

 

*  No longer an affiliate as of February 29, 2008.


47




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Markets Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Markets Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


48



GMO Emerging Markets Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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.


49



GMO Emerging Markets Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 29, 2008 (Unaudited)

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III      
1) Actual     1.12 %   $ 1,000.00     $ 1,027.60     $ 5.65    
2) Hypothetical     1.12 %   $ 1,000.00     $ 1,019.29     $ 5.62    
Class IV      
1) Actual     1.08 %   $ 1,000.00     $ 1,027.40     $ 5.44    
2) Hypothetical     1.08 %   $ 1,000.00     $ 1,019.49     $ 5.42    
Class V      
1) Actual     1.06 %   $ 1,000.00     $ 1,027.70     $ 5.34    
2) Hypothetical     1.06 %   $ 1,000.00     $ 1,019.59     $ 5.32    
Class VI      
1) Actual     1.03 %   $ 1,000.00     $ 1,027.80     $ 5.19    
2) Hypothetical     1.03 %   $ 1,000.00     $ 1,019.74     $ 5.17    

 

*  Expenses are calculated using each Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


50



GMO Emerging Markets Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $3,030,792,260 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $44,170,023 and recognized foreign source income of $321,705,663.

For taxable, non-corporate shareholders, 15.85% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified short-term capital gains with respect to its taxable year ended February 29, 2008, $377,589,138 or if determined to be different, the qualified short term capital gains of such year.


51



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


52



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


53



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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.


54



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


55




GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Portfolio Managers

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

Management Discussion and Analysis of Fund Performance

The GMO Short-Duration Investment Fund returned +0.4% for the fiscal year ended February 29, 2008, as compared with +5.8% for the JPMorgan U.S. 3 Month Cash Index. The Fund underperformed the benchmark during the fiscal year by 5.4%.

The fiscal year's underperformance stemmed from mark-to-market losses in the GMO Short Duration Collateral Fund (SDCF), the cash collateral pool in which the strategy invests a substantial portion of its total assets. SDCF primarily invests in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, in order to earn a LIBOR-type return.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, SDCF underperformed LIBOR by nearly 700 basis points, directly contributing to the Short-Duration Investment Fund's underperformance given the latter's 72% exposure to the former.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



GMO Short-Duration Investment Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     90.6 %  
Short-Term Investments     6.5    
Futures     (0.0 )  
Forward Currency Contracts     (0.0 )  
Swaps     (0.2 )  
Other     3.1    
      100.0 %  

 

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


1




GMO Short-Duration Investment Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value ($)/Shares   Description   Value ($)  
        DEBT OBLIGATIONS — 25.0%        
        U.S. Government Agency — 25.0%        
  116,655     Agency for International Development Floater (Support of Botswana),
Variable Rate, 6 mo. U.S. Treasury Bill + .40%, 2.53%, due 10/01/12
    116,365    
  751,500     Agency for International Development Floater (Support of C.A.B.E.I.),
Variable Rate, 6 mo. U.S. Treasury Bill + .40%, 2.53%, due 10/01/12
    749,629    
  670,297     Agency for International Development Floater (Support of Honduras),
Variable Rate, 3 mo. U.S. Treasury Bill x 117%, 4.11%, due 10/01/11
    666,527    
  38,994     Agency for International Development Floater (Support of Peru), Series A,
Variable Rate, 6 mo. U.S. Treasury Bill + .35%, 2.48%, due 05/01/14
    38,800    
  265,920     Small Business Administration Pool #502320,
Variable Rate, Prime - 2.18%, 5.06%, due 08/25/18
    269,380    
    Total U.S. Government Agency     1,840,701    
    TOTAL DEBT OBLIGATIONS (COST $1,844,284)     1,840,701    
        MUTUAL FUNDS — 72.3%        
        Affiliated Issuers — 72.3%        
  221,558     GMO Short-Duration Collateral Fund     5,324,037    
  9,192     GMO Special Purpose Holding Fund(a)(b)      11,582    
    TOTAL MUTUAL FUNDS (COST $5,707,366)     5,335,619    
        TOTAL INVESTMENTS — 97.3%
(Cost $7,551,650)
    7,176,320    
        Other Assets and Liabilities (net) — 2.7%     199,074    
    TOTAL NET ASSETS — 100.0%   $ 7,375,394    

 

See accompanying notes to the financial statements.


2



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

Variable rate - The rates shown on variable rate notes are the current interest rates at February 29, 2008, which are subject to change based on the terms of the security.

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

(b)  Underlying investment represents interests in defaulted securities.

See accompanying notes to the financial statements.


3




GMO Short-Duration Investment Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $1,844,284) (Note 2)   $ 1,840,701    
Investments in affiliated issuers, at value (cost $5,707,366) (Notes 2 and 8)     5,335,619    
Cash     176,127    
Receivable for investments sold     1,613    
Receivable for Fund shares sold     469,351    
Interest receivable     32,761    
Receivable for expenses reimbursed by Manager (Note 3)     16,849    
Total assets     7,873,021    
Liabilities:  
Payable for Fund shares repurchased     469,351    
Payable to affiliate for (Note 3):  
Management fee     313    
Shareholder service fee     940    
Trustees and Chief Compliance Officer of GMO Trust fees     12    
Accrued expenses     27,011    
Total liabilities     497,627    
Net assets   $ 7,375,394    
Net assets consist of:  
Paid-in capital   $ 12,105,073    
Accumulated undistributed net investment income     1,079    
Accumulated net realized loss     (4,355,428 )  
Net unrealized depreciation     (375,330 )  
    $ 7,375,394    
Net assets attributable to:  
Class III shares   $ 7,375,394    
Shares outstanding:  
Class III     872,954    
Net asset value per share:  
Class III   $ 8.45    

 

See accompanying notes to the financial statements.


4



GMO Short-Duration Investment Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 396,947    
Interest     164,495    
Total investment income     561,442    
Expenses:  
Management fee (Note 3)     7,407    
Shareholder service fee – Class III (Note 3)     22,221    
Custodian, fund accounting agent and transfer agent fees     2,847    
Audit and tax fees     35,880    
Legal fees     45,634    
Trustees fees and related expenses (Note 3)     121    
Registration fees     2,589    
Miscellaneous     1,600    
Total expenses     118,299    
Fees and expenses reimbursed by Manager (Note 3)     (88,495 )  
Net expenses     29,804    
Net investment income (loss)     531,638    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     (113,568 )  
Investments in affiliated issuers     288,575    
Realized gains distributions from affiliated issuers (Note 8)     59,618    
Net realized gain (loss)     234,625    
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     106,921    
Investments in affiliated issuers     (500,322 )  
Net unrealized gain (loss)     (393,401 )  
Net realized and unrealized gain (loss)     (158,776 )  
Net increase (decrease) in net assets resulting from operations   $ 372,862    

 

See accompanying notes to the financial statements.


5



GMO Short-Duration Investment Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 531,638     $ 1,648,053    
Net realized gain (loss)     234,625       483,475    
Change in net unrealized appreciation (depreciation)     (393,401 )     (118,646 )  
Net increase (decrease) in net assets from operations     372,862       2,012,882    
Distributions to shareholders from:  
Net investment income  
Class III     (529,051 )     (1,646,299 )  
Net share transactions (Note 7):  
Class III     (23,783,143 )     1,493,876    
Total increase (decrease) in net assets     (23,939,332 )     1,860,459    
Net assets:  
Beginning of period     31,314,726       29,454,267    
End of period (including accumulated undistributed net
investment income of $1,079 and distributions in
excess of net investment income of $1,492, respectively)
  $ 7,375,394     $ 31,314,726    

 

See accompanying notes to the financial statements.


6




GMO Short-Duration Investment Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 8.93     $ 8.82     $ 8.77     $ 8.75     $ 8.68    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.32       0.47       0.27       0.23       0.12    
Net realized and unrealized gain (loss)     (0.28 )     0.11       0.07       (0.01 )     0.07    
Total from investment operations     0.04       0.58       0.34       0.22       0.19    
Less distributions to shareholders:  
From net investment income     (0.52 )     (0.47 )     (0.29 )     (0.20 )     (0.12 )  
Return of capital                             (0.00 )(b)   
Total distributions     (0.52 )     (0.47 )     (0.29 )     (0.20 )     (0.12 )  
Net asset value, end of period   $ 8.45     $ 8.93     $ 8.82     $ 8.77     $ 8.75    
Total Return(c)      0.40 %     6.62 %     3.83 %     2.49 %     2.24 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 7,375     $ 31,315     $ 29,454     $ 29,607     $ 44,156    
Net expenses to average daily
net assets(d) 
    0.20 %     0.20 %     0.20 %     0.20 %     0.21 %  
Net investment income to average daily
net assets(a) 
    3.59 %     5.21 %     3.01 %     2.57 %     1.36 %  
Portfolio turnover rate     5 %     12 %     17 %     101 %     4 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.60 %     0.14 %     0.13 %     0.10 %     0.10 %  

 

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

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

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

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

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


7




GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks to provide current income. The Fund seeks to achieve this objective by investing a substantial portion of its assets in GMO Short-Duration Collateral Fund, which primarily invests in high quality U.S. and foreign floating rate fixed income securities, in particular asset-backed securities, issued by a wide range of private and government issuers. In addition, the Fund makes investments in high quality fixed income securities. The Fund's benchmark is the JPMorgan U.S. 3 Month Cash Index.

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

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value


8



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 48.09% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $59,618 through SPHF in conjunction with settlement agreements related to the default of those securities.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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


9



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no repurchase agreements outstanding at the end of the period.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each tax 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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from


10



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carryforwards, losses on wash sale transactions and partnership interest tax allocations.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (16 )   $ 16     $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 529,051     $ 1,646,299    
Total distributions   $ 529,051     $ 1,646,299    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 5,072    

 

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

02/29/2012   $ (500,299 )  
02/28/2013     (708 )  
02/28/2014     (3,024,063 )  
02/29/2016     (226,383 )  
Total   $ (3,751,453 )  

 


11



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 8,159,618     $ 13,657     $ (996,955 )   $ (983,298 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact


12



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

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

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expense indirectly incurred by investment in underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.05% of the Fund's average daily net assets.


13



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.001 %     0.000 %     0.000 %     0.001 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $114 and $51, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $     $ 3,566,272    
Investments (non-U.S. Government securities)     736,947       21,000,000    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.

6.  Principal shareholders and related parties

As of February 29, 2008, 54.45% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of


14



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

10% of the outstanding shares of the Fund. 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 29, 2008, 15.07% of the Fund's shares were held by sixteen related parties comprised of certain GMO employee accounts, and 80.68% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     55,544     $ 469,351       343,252     $ 3,089,088    
Shares issued to shareholders
in reinvestment of distributions
    60,822       528,993       184,742       1,642,384    
Shares repurchased     (2,751,782 )     (24,781,487 )     (360,524 )     (3,237,596 )  
Net increase (decrease)     (2,635,416 )   $ (23,783,143 )     167,470     $ 1,493,876    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Short-Duration
Collateral Fund
  $ 25,797,458     $ 736,947     $ 21,000,000     $ 396,947     $     $ 5,324,037    
GMO Special Purpose
Holding Fund
    12,961                         59,618       11,582    
Totals   $ 25,810,419     $ 736,947     $ 21,000,000     $ 396,947     $ 59,618     $ 5,335,619    

 


15




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Short-Duration Investment Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


16



GMO Short-Duration Investment Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.20 %   $ 1,000.00     $ 987.50     $ 0.99    
2) Hypothetical     0.20 %   $ 1,000.00     $ 1,023.87     $ 1.01    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


17



GMO Short-Duration Investment Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $281,931 or if determined to be different, the qualified interest income of such year.


18



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.   47   None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


19



Independent Trustees — (Continued)

Name, Address,   and DOB   Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.   47   Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).   47   Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


20



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001-2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


21



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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)  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




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 -11.7% for the fiscal year ended February 29, 2008, as compared to -4.3% for the Russell 2500 Growth Index. The Fund was invested substantially in U.S. equity securities throughout the period.

Stock selection detracted from returns relative to the Russell 2500 Growth Index. Selections in Materials and Telecommunication Services added to relative returns while selections in Consumer Discretionary, Financials, and Energy detracted. Individual names adding to relative returns included overweight positions in CF Industries, Priceline.com, and Cleveland-Cliffs. Individual names detracting from relative returns included overweight positions in First Marblehead, ITT Educational Services, and American Eagle Outfitters.

Sector selection detracted from returns relative to the Russell 2500 Growth Index. Sector weightings positively impacting relative performance included an overweight in Materials and underweight positions in Financials and Telecommunication Services. Sector weightings negatively impacting relative performance included an overweight in Consumer Discretionary and underweight positions in Energy and Health Care.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and 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. 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. All information is unaudited.

†   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 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     99.6 %  
Short-Term Investments     1.1    
Other     (0.7 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     20.4 %  
Industrials     18.5    
Consumer Discretionary     18.4    
Information Technology     14.9    
Materials     7.6    
Consumer Staples     6.6    
Financials     6.3    
Energy     6.3    
Utilities     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 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 99.6%  
        Consumer Discretionary — 18.3%  
    200     Abercrombie & Fitch Co.-Class A     15,506    
    1,000     Advance Auto Parts, Inc.     33,540    
    1,400     Aeropostale, Inc. *      37,604    
    600     American Eagle Outfitters, Inc.     12,822    
    500     Blue Nile, Inc. *      22,080    
    700     BorgWarner, Inc.     30,177    
    600     Buckle, Inc.     27,240    
    400     Buffalo Wild Wings, Inc. *      9,268    
    1,400     Career Education Corp. *      20,790    
    600     Chico's FAS, Inc. *      5,586    
    100     Chipotle Mexican Grill, Inc.-Class A *      9,930    
    1,100     Choice Hotels International, Inc.     35,695    
    1,100     Crocs, Inc. *      26,752    
    700     Deckers Outdoor Corp. *      77,448    
    600     DeVry, Inc.     26,364    
    100     Dick's Sporting Goods, Inc. *      2,758    
    800     Discovery Holding Co.-Class A *      18,056    
    1,000     Dollar Tree Stores, Inc. *      26,830    
    1,450     Fossil, Inc. *      46,661    
    1,400     GameStop Corp.-Class A *      59,304    
    2,300     Gentex Corp.     37,076    
    200     Getty Images, Inc. *      6,432    
    2,200     Guess?, Inc.     90,486    
    1,900     Hasbro, Inc.     48,963    
    100     Hibbett Sports, Inc. *      1,580    
    1,100     Interactive Data Corp.     32,186    
    1,700     ITT Educational Services, Inc. *      93,874    
    100     J Crew Group, Inc. *      4,005    
    1,400     Jack in the Box, Inc. *      36,778    
    400     John Wiley and Sons, Inc.-Class A     14,592    
    1,100     LKQ Corp. *      23,364    
    1,300     Marvel Entertainment, Inc. *      32,695    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Discretionary — continued  
    100     Matthews International Corp.-Class A     4,486    
    300     Men's Wearhouse, Inc.     6,912    
    1,200     O'Reilly Automotive, Inc. *      32,352    
    100     PetMed Express, Inc. *      1,145    
    200     PetSmart, Inc.     4,306    
    100     PF Chang's China Bistro, Inc. *      2,853    
    400     Polaris Industries, Inc.     15,272    
    300     Pre-Paid Legal Services, Inc. *      14,295    
    1,100     Priceline.com, Inc. *      125,422    
    200     Ross Stores, Inc.     5,570    
    1,100     Service Corporation International     11,880    
    300     Spartan Motors, Inc.     2,439    
    400     Strayer Education, Inc.     62,280    
    400     Sturm, Ruger & Co, Inc. *      3,160    
    400     Tempur-Pedic International, Inc.     6,968    
    300     Thor Industries, Inc.     9,144    
    2,000     Tiffany & Co.     75,280    
    100     Tractor Supply Co. *      3,744    
    900     Tupperware Corp.     32,832    
    100     Universal Electronics, Inc. *      2,270    
    2,700     Urban Outfitters, Inc. *      77,706    
    700     Weight Watchers International, Inc.     32,900    
    100     Williams-Sonoma, Inc.     2,336    
    Total Consumer Discretionary     1,501,994    
        Consumer Staples — 6.6%  
    800     Alberto-Culver Co.     21,440    
    100     Bare Escentuals, Inc. *      2,738    
    400     Boston Beer Co., Inc.-Class A *      14,264    
    600     Central European Distribution Corp. *      34,908    
    500     Chattem, Inc. *      38,950    
    1,100     Church & Dwight Co., Inc.     58,806    
    100     Darling International, Inc. *      1,390    
    1,300     Energizer Holdings, Inc. *      120,679    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Staples — continued  
    100     Estee Lauder Cos. (The), Inc.-Class A     4,258    
    1,200     Flowers Foods, Inc.     27,192    
    400     Fresh Del Monte Produce, Inc. *      13,284    
    600     Green Mountain Coffee Roasters, Inc. *      18,306    
    1,700     Hansen Natural Corp. *      70,550    
    100     Herbalife, Ltd.     4,183    
    1,300     Hormel Foods Corp.     53,118    
    200     JM Smucker Co. (The)     10,238    
    1,100     McCormick & Co., Inc. (Non Voting)     37,895    
    100     Ralcorp Holdings, Inc. *      5,545    
    100     USANA Health Sciences, Inc. *      3,118    
    Total Consumer Staples     540,862    
        Energy — 6.3%  
    200     Alon USA Energy, Inc.     3,138    
    200     Alpha Natural Resources, Inc. *      8,108    
    100     Atlas America, Inc.     6,047    
    300     Atwood Oceanics, Inc. *      27,927    
    100     Berry Petroleum Co.     4,111    
    100     Cabot Oil & Gas Corp.     4,975    
    200     Cheniere Energy, Inc. *      5,866    
    100     Cimarex Energy Co.     5,270    
    100     Delek US Holdings, Inc.     1,578    
    1,800     Denbury Resources, Inc. *      57,402    
    900     Dresser-Rand Group, Inc. *      30,663    
    2,000     FMC Technologies, Inc. *      113,320    
    1,800     Frontier Oil Corp.     64,278    
    200     Global Industries Ltd. *      3,682    
    200     Helmerich & Payne, Inc.     8,966    
    800     Holly Corp.     42,712    
    1,300     Oceaneering International, Inc. *      78,000    
    200     Oil States International, Inc. *      8,432    
    100     Range Resources Corp.     6,118    
    200     Tidewater, Inc.     11,230    

 

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 29, 2008

Shares   Description   Value ($)  
        Energy — continued  
    200     Unit Corp. *      11,030    
    300     Western Refining, Inc.     5,976    
    100     Willbros Group, Inc. *      3,426    
    Total Energy     512,255    
        Financials — 6.3%  
    1,600     Brown & Brown, Inc.     28,528    
    600     Cohen & Steers, Inc.     15,108    
    3,100     Eaton Vance Corp.     98,735    
    300     Entertainment Properties Trust REIT     14,061    
    700     Erie Indemnity Co.-Class A     34,545    
    1,200     Federated Investors, Inc.-Class B     48,696    
    100     First Marblehead Corp. (The)     1,203    
    200     Frontier Financial Corp.     2,996    
    100     HCC Insurance Holdings, Inc.     2,406    
    300     IntercontinentalExchange, Inc. *      39,090    
    500     Janus Capital Group, Inc.     12,110    
    100     Markel Corp. *      46,475    
    300     Odyssey Re Holdings Corp.     10,854    
    1,000     Philadelphia Consolidated Holding Corp. *      33,920    
    3,900     SEI Investment Co.     97,539    
    100     Stifel Financial Corp. *      4,359    
    100     SVB Financial Group *      4,530    
    600     Waddell and Reed Financial, Inc.     18,804    
    Total Financials     513,959    
        Health Care — 20.3%  
    400     Applera Corp. - Applied Biosystems Group     13,484    
    500     ArthoCare Corp. *      20,075    
    300     Barr Pharmaceuticals, Inc. *      14,145    
    200     Bio-Rad Laboratories, Inc. *      18,888    
    700     Cerner Corp. *      30,415    
    700     Charles River Laboratories International, Inc. *      41,006    
    500     Chemed Corp.     23,855    

 

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 29, 2008

Shares   Description   Value ($)  
        Health Care — continued  
    1,300     Covance, Inc. *      109,733    
    200     CV Therapeutics, Inc. *      1,168    
    2,800     DENTSPLY International, Inc.     109,312    
    400     Dionex Corp. *      29,528    
    400     Edwards Lifesciences Corp. *      17,444    
    500     Emergency Medical Services, LP *      12,365    
    1,100     Endo Pharmaceuticals Holdings, Inc. *      28,886    
    700     Gen-Probe, Inc. *      33,467    
    300     Health Net, Inc. *      13,182    
    1,300     Henry Schein, Inc. *      77,766    
    1,700     Idexx Laboratories, Inc. *      94,299    
    2,000     Immucor, Inc. *      59,600    
    500     Intuitive Surgical, Inc. *      140,960    
    1,000     Invitrogen Corp. *      84,490    
    1,000     Kinetic Concepts, Inc. *      51,390    
    600     Lifecell Corp. *      24,210    
    700     Lincare Holdings, Inc. *      22,750    
    1,700     Meridian Bioscience, Inc.     58,259    
    200     Onyx Pharmaceuticals, Inc. *      5,464    
    1,500     Patterson Cos., Inc. *      52,800    
    1,100     Pediatrix Medical Group, Inc. *      72,611    
    200     PerkinElmer, Inc.     4,964    
    1,700     Pharmaceutical Product Development, Inc.     76,619    
    400     ResMed, Inc. *      16,196    
    1,600     Respironics, Inc. *      105,088    
    600     Techne Corp. *      41,034    
    300     Varian Medical Systems, Inc. *      15,735    
    300     Varian, Inc. *      16,245    
    900     VCA Antech, Inc. *      28,899    
    300     Warner Chilcott Ltd.-Class A *      5,061    
    1,600     Waters Corp. *      95,376    
    Total Health Care     1,666,769    

 

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 29, 2008

Shares   Description   Value ($)  
        Industrials — 18.4%  
    600     ABM Industries, Inc.     11,916    
    400     Alliant Techsystems, Inc. *      41,976    
    900     Ametek, Inc.     38,331    
    100     Baldor Electric Co.     2,867    
    100     BE Aerospace, Inc. *      3,430    
    200     Ceradyne, Inc. *      6,222    
    200     Clarcor, Inc.     7,160    
    100     Copa Holdings SA-Class A     3,611    
    1,600     Copart, Inc. *      66,656    
    100     Corrections Corporation of America *      2,686    
    900     Donaldson Co., Inc.     37,944    
    900     Dun & Bradstreet Corp.     78,606    
    300     Dynamic Materials Corp.     17,097    
    100     EMCOR Group, Inc. *      2,409    
    1,000     Equifax, Inc.     34,220    
    600     Fastenal Co.     24,396    
    100     First Solar, Inc. *      20,520    
    300     Flowserve Corp.     32,670    
    1,000     FTI Consulting, Inc. *      63,500    
    100     General Cable Corp. *      6,172    
    600     Graco, Inc.     20,826    
    500     Harsco Corp.     28,245    
    1,100     Healthcare Services Group, Inc.     21,758    
    400     Horizon Lines, Inc.-Class A     8,068    
    300     Hubbell, Inc.-Class B     13,611    
    700     Idex Corp     21,112    
    800     II-VI, Inc. *      26,192    
    250     Innovative Solutions & Support, Inc. *      2,262    
    2,000     Jacobs Engineering Group, Inc. *      160,580    
    100     JB Hunt Transport Services, Inc.     2,737    
    100     KBR, Inc. *      3,333    
    200     Landstar System, Inc.     9,276    
    500     M&F Worldwide Corp. *      18,515    
    2,200     Manitowoc Co. (The), Inc.     89,628    

 

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 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    500     Middleby Corp. *      34,000    
    500     Mine Safety Appliances Co.     20,055    
    1,200     MSC Industrial Direct Co., Inc.-Class A     48,696    
    100     Oshkosh Truck Corp.     4,007    
    1,700     Pall Corp.     66,929    
    200     Quanta Services, Inc. *      4,776    
    600     Raven Industries, Inc.     17,568    
    300     Resources Connection, Inc.     4,830    
    800     Roper Industries, Inc.     45,120    
    100     Shaw Group (The), Inc. *      6,438    
    100     Spirit Aerosystems Holdings, Inc.-Class A *      2,702    
    1,700     Stericycle, Inc. *      91,613    
    800     Sunpower Corp.-Class A *      52,576    
    600     Teledyne Technologies, Inc. *      26,640    
    300     Teleflex, Inc.     16,965    
    300     TeleTech Holdings, Inc. *      6,771    
    700     Toro Co.     33,726    
    400     Valmont Industries, Inc.     31,960    
    700     Watson Wyatt Worldwide, Inc.     37,135    
    1,000     Woodward Governor Co.     28,570    
    Total Industrials     1,509,609    
        Information Technology — 14.8%  
    100     Activision, Inc. *      2,725    
    300     ADTRAN, Inc.     5,526    
    500     Advanced Analogic Technologies, Inc. *      3,250    
    100     Alliance Data Systems Corp. *      5,063    
    1,200     Amphenol Corp.-Class A     44,364    
    600     Ansoft Corp. *      14,592    
    1,400     Ansys, Inc. *      52,318    
    300     Bankrate, Inc. *      12,678    
    200     Blue Coat Systems, Inc. *      4,696    
    300     BMC Software, Inc. *      9,684    
    200     Broadridge Financial Solutions LLC     3,830    

 

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 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    500     Citrix Systems, Inc. *      16,465    
    600     CommScope, Inc. *      25,128    
    100     Comtech Telecommunications Corp. *      4,338    
    600     Concur Technologies, Inc. *      17,544    
    900     Cree, Inc. *      27,810    
    100     DST Systems, Inc. *      7,026    
    1,950     Factset Research Systems, Inc.     102,648    
    100     Faro Technologies, Inc. *      3,275    
    4,500     FLIR Systems, Inc. *      128,070    
    400     Foundry Networks, Inc. *      4,748    
    100     Gartner, Inc. *      1,891    
    1,100     Global Payments, Inc.     43,637    
    100     Informatica Corp. *      1,746    
    400     Intersil Corp.-Class A     9,308    
    100     j2 Global Communications, Inc. *      2,152    
    900     Jack Henry and Associates, Inc.     21,177    
    400     Manhattan Associates, Inc. *      8,824    
    1,700     McAfee, Inc. *      56,559    
    1,300     Mettler-Toledo International, Inc. *      127,010    
    1,400     Micros Systems, Inc. *      44,856    
    400     NAVTEQ Corp. *      29,980    
    100     Netgear, Inc. *      2,182    
    100     Novatel Wireless, Inc. *      1,058    
    200     Nuance Communications, Inc. *      3,290    
    100     Omniture, Inc. *      2,298    
    1,400     ON Semiconductor Corp. *      8,400    
    1,400     Polycom, Inc. *      30,520    
    200     Power Integrations, Inc. *      5,260    
    500     Semtech Corp. *      6,370    
    100     Silicon Laboratories, Inc. *      3,095    
    800     Sohu.Com, Inc. *      36,064    
    700     Stratasys, Inc. *      13,132    
    200     Synaptics, Inc. *      5,358    
    300     Synchronoss Technologies, Inc. *      4,824    

 

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 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    300     Synopsys, Inc. *      6,963    
    1,200     Syntel, Inc.     32,676    
    1,700     Total System Services, Inc.     37,791    
    2,600     Trimble Navigation Ltd. *      71,084    
    1,350     Varian Semiconductor Equipment Associates, Inc. *      45,603    
    900     Vasco Data Security International, Inc. *      9,954    
    100     Websense, Inc. *      1,947    
    1,500     Western Digital Corp. *      46,305    
    Total Information Technology     1,217,092    
        Materials — 7.6%  
    600     AK Steel Holding Corp.     31,572    
    1,000     Albemarle Corp.     37,940    
    900     AptarGroup, Inc.     33,732    
    1,200     Celanese Corp.-Class A     46,680    
    1,100     CF Industries Holdings, Inc.     134,288    
    300     Cleveland-Cliffs, Inc.     35,838    
    1,100     International Flavors & Fragrances, Inc.     47,443    
    500     Martin Marietta Materials, Inc.     53,800    
    200     Nalco Holding Co.     4,320    
    300     Packaging Corp. of America     6,837    
    1,900     Sigma Aldrich Corp.     104,538    
    500     Silgan Holdings, Inc.     23,370    
    1,300     Terra Industries, Inc. *      58,773    
    Total Materials     619,131    
        Utilities — 1.0%  
    900     Energen Corp.     54,000    
    1,200     Reliant Energy, Inc. *      27,360    
    Total Utilities     81,360    
    TOTAL COMMON STOCKS (COST $8,666,736)     8,163,031    

 

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 29, 2008

Par Value ($)   Description   Value ($)  
        SHORT-TERM INVESTMENTS — 1.1%  
    92,630     Citigroup Global Markets Repurchase Agreement, dated 02/29/08,
due 03/03/08, with a maturity value of $92,636 and an effective yield
of 0.75%, collateralized by a U.S. Treasury Bond with a rate of 8.13%,
maturity date of 08/15/19 and a market value, including
accrued interest, of $94,201.
    92,630    
    TOTAL SHORT-TERM INVESTMENTS (COST $92,630)     92,630    
      TOTAL INVESTMENTS — 100.7%
(Cost $8,759,366)
    8,255,661    
      Other Assets and Liabilities (net) — (0.7%)     (57,513 )  
    TOTAL NET ASSETS — 100.0%   $ 8,198,148    

 

Notes to Schedule of Investments:

REIT - Real Estate Investment Trust

*  Non-income producing security.

See accompanying notes to the financial statements.


11




GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $8,759,366) (Note 2)   $ 8,255,661    
Receivable for Fund shares sold     1,799    
Dividends and interest receivable     2,607    
Receivable for expenses reimbursed by Manager (Note 3)     7,598    
Total assets     8,267,665    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     2,504    
Shareholder service fee     1,211    
Trustees and Chief Compliance Officer of GMO Trust fees     2    
Accrued expenses     65,800    
Total liabilities     69,517    
Net assets   $ 8,198,148    
Net assets consist of:  
Paid-in capital   $ 10,071,702    
Distributions in excess of net realized gain     (1,369,849 )  
Net unrealized depreciation     (503,705 )  
    $ 8,198,148    
Net assets attributable to:  
Class III shares   $ 8,198,148    
Shares outstanding:  
Class III     603,311    
Net asset value per share:  
Class III   $ 13.59    

 

See accompanying notes to the financial statements.


12



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 115,710    
Interest     23,286    
Securities lending income     12,189    
Total investment income     151,185    
Expenses:  
Management fee (Note 3)     61,523    
Shareholder service fee – Class III (Note 3)     29,769    
Custodian, fund accounting agent and transfer agent fees     45,337    
Audit and tax fees     47,996    
Legal fees     400    
Trustees fees and related expenses (Note 3)     151    
Registration fees     552    
Miscellaneous     1,363    
Total expenses     187,091    
Fees and expenses reimbursed by Manager (Note 3)     (95,589 )  
Net expenses     91,502    
Net investment income (loss)     59,683    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     1,121,932    
Closed futures contracts     (50,326 )  
Net realized gain (loss)     1,071,606    
Change in net unrealized appreciation (depreciation) on:  
Investments     (2,475,492 )  
Open futures contracts     (151 )  
Net unrealized gain (loss)     (2,475,643 )  
Net realized and unrealized gain (loss)     (1,404,037 )  
Net increase (decrease) in net assets resulting from operations   $ (1,344,354 )  

 

See accompanying notes to the financial statements.


13



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 59,683     $ 102,256    
Net realized gain (loss)     1,071,606       2,917,966    
Change in net unrealized appreciation (depreciation)     (2,475,643 )     (2,052,599 )  
Net increase (decrease) in net assets from operations     (1,344,354 )     967,623    
Distributions to shareholders from:  
Net investment income  
Class III     (57,832 )     (120,249 )  
Net realized gains  
Class III     (3,159,111 )     (2,054,581 )  
Return of capital  
Class III     (44,360 )        
      (3,261,303 )     (2,174,830 )  
Net share transactions (Note 7):  
Class III     (12,589,446 )     (3,319,666 )  
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     79,121       37,463    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    (12,510,325 )     (3,282,203 )  
Total increase (decrease) in net assets     (17,115,982 )     (4,489,410 )  
Net assets:  
Beginning of period     25,314,130       29,803,540    
End of period   $ 8,198,148     $ 25,314,130    

 

See accompanying notes to the financial statements.


14




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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 18.93     $ 19.67     $ 21.96     $ 21.78     $ 13.52    
Income (loss) from investment operations:  
Net investment income (loss)      0.06       0.07       0.06       0.03       0.00 (a)   
Net realized and unrealized gain (loss)     (1.79 )     0.79       2.93       1.96       8.28    
Total from investment operations     (1.73 )     0.86       2.99       1.99       8.28    
Less distributions to shareholders:  
From net investment income     (0.06 )     (0.09 )     (0.07 )     (0.01 )     (0.02 )  
From net realized gains     (3.49 )     (1.51 )     (5.21 )     (1.80 )        
Return of capital     (0.06 )                          
Total distributions     (3.61 )     (1.60 )     (5.28 )     (1.81 )     (0.02 )  
Net asset value, end of period   $ 13.59     $ 18.93     $ 19.67     $ 21.96     $ 21.78    
Total Return(b)      (11.74 )%     4.86 %     14.63 %     10.50 %     61.22 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 8,198     $ 25,314     $ 29,804     $ 38,801     $ 41,662    
Net expenses to average daily net assets     0.46 %     0.46 %     0.48 %     0.48 %     0.48 %  
Net investment income to average daily
net assets
    0.30 %     0.38 %     0.30 %     0.16 %     0.02 %  
Portfolio turnover rate     118 %     109 %     87 %     110 %     97 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.48 %     0.60 %     0.35 %     0.26 %     0.24 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts: 
  $ 0.07     $ 0.03     $ 0.08     $ 0.04     $ 0.06    

 

(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 and assumes the effect of reinvested distributions. 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.


15




GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

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 Funds into classes.

The Fund seeks long-term capital growth. The Fund seeks to achieve its objective by outperforming the Russell 2500 Growth Index. The Fund typically makes equity investments in companies that issue stocks included in the Russell 2500 Index, and companies with similar market capitalizations.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Futures contracts

The Fund may purchase and sell futures contracts. 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


16



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

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

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


17



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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 29, 2008, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each tax 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.


18



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to losses on wash sale transactions and post-October capital losses.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Distributions
In Excess Of Net
Realized Gain
  Paid-in Capital  
$ (1,851 )   $ 1,851     $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 1,413,260     $ 695,366    
Long-term capital gains     1,803,683       1,479,464    
    $ 3,216,943     $ 2,174,830    
Tax return of capital     44,360          
Total distributions   $ 3,261,303     $ 2,174,830    

 

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


19



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $1,250,145.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 8,879,070     $ 344,064     $ (967,473 )   $ (623,409 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash 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


20



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.31% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expense (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the


21



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act,), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) exceed 0.31% of the 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 29, 2008 was $151 and $59, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $22,607,383 and $37,651,931, 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 29, 2008, 77.05% of the outstanding shares of the Fund were held by five shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. 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 29, 2008, there were no shares held by related parties, and 97.44% of the Fund's shares were held by accounts for which the Manager has investment discretion.


22



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     626     $ 10,677       58,808     $ 1,047,837    
Shares issued to shareholders
in reinvestment of distributions
    191,266       3,213,436       115,018       2,091,121    
Shares repurchased     (925,656 )     (15,813,559 )     (351,770 )     (6,458,624 )  
Purchase premiums           53             32,210    
Redemption fees           79,068             5,253    
Net increase (decrease)     (733,764 )   $ (12,510,325 )     (177,944 )   $ (3,282,203 )  

 


23




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") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


24



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.46 %   $ 1,000.00     $ 871.10     $ 2.14    
2) Hypothetical     0.46 %   $ 1,000.00     $ 1,022.58     $ 2.31    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


25



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $1,803,683 from long-term capital gains.

For taxable, non-corporate shareholders, 8.13% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 7.99% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $4,781 and $1,361,579, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


26



GMO U.S. Small/Mid Cap Growth Fund

(A Series of GMO Trust)


Note Concerning Distributions (Unaudited)

The Fund previously reported estimated sources of any dividends, short-term capital gains, and long-term capital gains distributions paid on a per share basis. Pursuant to Rule 19a-1(e) of the Investment Company Act, the following serves as a correction of such estimates. 35.69% of distributions to shareholders declared from net investment income and 0.38% declared from net realized gains during the Fund's fiscal year were reclassified to distributions from return of capital and are reflected as such in the Statement of Changes in Net Assets.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


29



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Core Equity Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO International Core Equity Fund

(A Series of GMO Trust)

Portfolio Managers

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 +0.7% for the fiscal year ended February 29, 2008, as compared to +0.8% 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.

Country allocation had a small positive impact on relative performance. Overweights to Germany and the Netherlands helped, while an underweight to Hong Kong hurt.

Sector exposures had a small positive impact. Our underweight to Financials and overweight to Energy helped while our underweight to Consumer Staples hurt.

Currency allocation had minimal impact as our underweight to the British pound and overweight to the Canadian dollar added slightly more value than our underweight to the Australian dollar detracted. The U.S. dollar weakened relative to most foreign currencies, which boosted returns for U.S. investors. The MSCI EAFE Index returned 10% more in U.S. dollar terms than in local currency.

Among GMO's international quantitative stock selection disciplines, stocks favored for their strong momentum characteristics significantly outperformed relative to MSCI EAFE. Those highly ranked by intrinsic value or by quality-adjusted value underperformed by a small margin.

Stock selection helped relative performance. Among the most significant contributors were holdings in Australian mining company Rio Tinto, Canadian fertilizer company Potash Corp. of Saskatchewan, and Canadian technology company Research in Motion, all of which outperformed. Overweight positions in British bank Royal Bank of Scotland, British pharmaceutical GlaxoSmithKline, and an underweight position in Australian mining company BHP Billiton hurt 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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Classes IV and VI will vary due to different fees.

†  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 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     96.9 %  
Short-Term Investments     1.4    
Preferred Stocks     0.6    
Forward Currency Contracts     0.2    
Rights and Warrants     0.0    
Futures     (0.4 )  
Other     1.3    
      100.0 %  
Country Summary   % of Equity Investments  
United Kingdom     23.1 %  
Japan     19.8    
Germany     11.9    
France     9.9    
Switzerland     6.9    
Australia     5.0    
Finland     4.8    
Canada     3.4    
Netherlands     2.8    
Italy     2.6    
Spain     2.0    
Hong Kong     1.6    
Sweden     1.6    
Singapore     1.4    
Belgium     1.0    
Norway     0.8    
Ireland     0.6    
Denmark     0.3    
Greece     0.3    
Portugal     0.1    
Austria     0.1    
      100.0 %  

 


1



GMO International Core Equity Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Financials     17.3 %  
Industrials     12.9    
Health Care     11.4    
Materials     11.1    
Energy     10.6    
Consumer Discretionary     10.4    
Information Technology     8.4    
Telecommunication Services     7.0    
Consumer Staples     6.7    
Utilities     4.2    
      100.0 %  

 


2




GMO International Core Equity Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 96.9%        
        Australia — 4.9%        
  141     Aristocrat Leisure Ltd     1,343    
  730,094     Australia and New Zealand Banking Group Ltd     14,732,875    
  89,620     Australian Stock Exchange Ltd     3,445,681    
  1,328,697     BHP Billiton Ltd     48,075,977    
  1,401,205     BlueScope Steel Ltd     14,016,492    
  1,266,234     Foster's Group Ltd     6,238,576    
  29,938     Incitec Pivot Ltd     4,066,249    
  193,523     Macquarie Group Ltd     9,664,615    
  1,902,422     Mirvac Group Ltd     6,743,580    
  201,508     QBE Insurance Group Ltd     4,167,944    
  1,024,425     Santos Ltd     12,142,839    
  1,491,907     Stockland     9,654,982    
  1,529,495     Suncorp-Metway Ltd     19,620,651    
  527,673     TABCORP Holdings Ltd     7,438,733    
  4,262,769     Telstra Corp Ltd     19,162,770    
  959,997     Westpac Banking Corp     20,533,057    
  641,861     Woodside Petroleum Ltd     33,563,897    
  848,445     Woolworths Ltd     22,659,561    
  945,346     Zinifex Ltd     9,511,409    
    Total Australia     265,441,231    
        Austria — 0.1%        
  88,416     OMV AG     6,388,497    
        Belgium — 1.0%        
  100,833     Belgacom SA     4,829,096    
  27,283     Colruyt SA     6,666,540    
  553,143     Dexia     13,004,431    
  1,300,543     Fortis     28,732,145    
    Total Belgium     53,232,212    

 

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 29, 2008

Shares   Description   Value ($)  
        Canada — 3.3%        
  209,600     Canadian Imperial Bank of Commerce     14,223,199    
  120,500     Canadian Natural Resources     9,030,307    
  205,400     EnCana Corp     15,657,772    
  93,400     Magna International Inc Class A     6,849,491    
  458,200     National Bank of Canada     22,615,551    
  364,900     Potash Corp of Saskatchewan Inc     58,013,261    
  453,200     Research In Motion Ltd *      47,210,156    
  94,500     Sun Life Financial Inc     4,526,975    
    Total Canada     178,126,712    
        Denmark — 0.3%        
  116,750     Novo-Nordisk A/S     7,986,683    
  101,650     Vestas Wind Systems A/S *      10,305,071    
    Total Denmark     18,291,754    
        Finland — 4.7%        
  267,053     Fortum Oyj     11,150,162    
  133,467     KCI Konecranes Oyj     4,845,889    
  343,277     Neste Oil Oyj     12,010,956    
  4,853,810     Nokia Oyj     174,385,875    
  189,114     Outokumpu Oyj     7,172,906    
  161,914     Outotec Oyj     8,942,607    
  258,386     Rautaruukki Oyj     11,265,722    
  548,156     Sampo Oyj Class A     14,877,102    
  563,791     Tietoenator Oyj     10,583,100    
    Total Finland     255,234,319    
        France — 9.7%        
  185,488     Alstom     38,982,061    
  309,279     Arcelor Mittal     23,483,075    
  312,487     BNP Paribas     27,936,309    
  207,475     Bouygues     14,170,584    
  108,966     Casino Guichard-Perrachon SA     12,324,838    
  101,330     Cie de Saint-Gobain     7,921,412    

 

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 29, 2008

Shares   Description   Value ($)  
        France — continued        
  231,608     Credit Agricole SA     6,282,317    
  128,195     Electricite de France     11,956,744    
  71,859     Essilor International SA     4,266,824    
  1,112,600     France Telecom SA     37,348,902    
  40,781     Hermes International     4,772,759    
  78,952     L'Oreal SA     9,369,377    
  81,618     Michelin SA Class B     8,038,580    
  65,360     Nexans SA     7,136,037    
  417,507     Peugeot SA     31,738,563    
  92,855     Renault SA     9,921,230    
  1,649,909     Sanofi-Aventis     121,949,148    
  90,011     Societe Generale     9,631,106    
  22,502     Societe Generale NV (New Shares) *      2,472,603    
  1,733,843     Total SA     130,565,375    
  44,700     UbiSoft Entertainment SA *      3,756,938    
    Total France     524,024,782    
        Germany — 10.9%        
  94,101     Adidas AG     5,972,681    
  91,019     Allianz SE (Registered)     15,691,058    
  512,022     Altana AG     11,927,138    
  369,375     BASF AG     47,234,048    
  309,687     Bayer AG     23,833,334    
  143,808     Bayerische Motoren Werke AG     7,924,001    
  111,131     Bilfinger & Berger AG     8,822,908    
  294,954     Commerzbank AG     8,867,564    
  700,350     Daimler AG (Registered)     58,320,747    
  71,743     Deutsche Bank AG (Registered)     7,959,301    
  231,353     Deutsche Boerse AG     36,814,056    
  331,649     E.ON AG     62,441,481    
  489,056     Epcos AG     6,864,417    
  385,503     GEA Group AG *      12,472,409    
  68,531     Hannover Rueckversicherungs AG (Registered)     3,271,632    
  21,149     Hochtief AG     2,293,107    

 

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 29, 2008

Shares   Description   Value ($)  
        Germany — continued        
  55,790     K&S AG     16,233,453    
  68,269     Linde AG     9,074,872    
  172,477     MAN AG     22,749,936    
  112,534     Muenchener Rueckversicherungs AG (Registered)     19,800,282    
  88,252     Q-Cells AG *      7,114,353    
  62,796     Rheinmetall AG     4,388,584    
  164,964     RWE AG     19,971,421    
  109,178     Salzgitter AG     19,136,933    
  428,184     SAP AG     20,220,899    
  211,250     SGL Carbon AG *      11,723,941    
  343,236     Siemens AG (Registered)     43,770,877    
  140,230     Solarworld AG     6,338,273    
  393,294     Suedzucker AG     8,670,487    
  296,150     ThyssenKrupp AG     17,030,808    
  206,996     Volkswagen AG     47,131,896    
    Total Germany     594,066,897    
        Greece — 0.3%        
  317,531     National Bank of Greece SA     17,204,807    
        Hong Kong — 1.6%        
  3,139,221     CLP Holdings Ltd     24,539,685    
  2,446,500     Hong Kong Electric Holdings Ltd     13,855,095    
  1,639,000     Hong Kong Exchanges and Clearing Ltd     31,136,198    
  669,000     Sun Hung Kai Properties Ltd     11,658,301    
  2,083,000     Yue Yuen Industrial Holdings     6,164,570    
    Total Hong Kong     87,353,849    
        Ireland — 0.6%        
  627,039     Anglo Irish Bank Corp     8,880,546    
  430,752     CRH Plc     16,009,125    
  265,691     DCC Plc     6,684,865    
    Total Ireland     31,574,536    

 

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 29, 2008

Shares   Description   Value ($)  
        Italy — 2.5%        
  334,331     Bulgari SPA     3,722,428    
  1,033,644     Enel SPA     11,153,435    
  3,330,010     ENI SPA     114,989,350    
  995,826     Impregilo SPA *      5,312,663    
    Total Italy     135,177,876    
        Japan — 19.3%        
  185,530     Acom Co Ltd     5,366,416    
  174,100     Aiful Corp     3,098,107    
  1,365,600     Alps Electric Co Ltd     15,957,359    
  120,100     Astellas Pharma Inc     5,249,062    
  726,200     Daiei Inc *      4,614,882    
  559,948     Daiichi Sankyo Co Ltd     17,377,146    
  257,300     Daikin Industries Ltd     11,577,856    
  2,376,000     Daikyo Inc     5,609,400    
  99,200     Eisai Co Ltd     3,577,590    
  77,600     Fanuc Ltd     7,234,558    
  66,200     Fast Retailing Co Ltd     4,890,354    
  1,571,000     Fuji Heavy Industries Ltd     6,853,451    
  55,500     Fuji Photo Film Co Ltd     2,081,137    
  3,339,000     Haseko Corp *      5,036,063    
  897,000     Hitachi Ltd     6,499,503    
  1,810,900     Honda Motor Co Ltd     55,278,320    
  264,600     Hoya Corp     6,713,679    
  1,272,000     Isuzu Motors Ltd     5,792,357    
  3,107,000     Itochu Corp     32,717,820    
  1,071     Japan Real Estate Investment Corp     11,918,185    
  859,000     Japan Steel Works Ltd (The)     13,959,459    
  154,800     JFE Holdings Inc     6,897,544    
  242,000     Kao Corp     7,450,653    
  2,312,000     Kawasaki Kisen Kaisha Ltd     23,452,962    
  2,832     Kenedix Inc     3,742,146    
  7,080     KK DaVinci Advisors *      5,960,883    
  1,023,700     Komatsu Ltd     26,006,586    

 

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 29, 2008

Shares   Description   Value ($)  
        Japan — continued        
  192,500     Konami Corp     6,374,216    
  164,700     Kyushu Electric Power Co Inc     4,149,750    
  3,497,000     Marubeni Corp     26,476,148    
  384,000     Matsushita Electric Industrial Co Ltd     8,087,577    
  871,000     Meiji Dairies Corp     4,992,576    
  1,724,600     Mitsubishi Corp     52,618,378    
  398,500     Mitsubishi Estate Co Ltd     9,711,638    
  1,754,000     Mitsui & Co     38,144,999    
  2,126,000     Mitsui OSK Lines Ltd     27,612,240    
  2,885,600     Mitsui Trust Holding Inc     19,891,694    
  553,500     Mitsumi Electric Co Ltd     17,200,898    
  278     Mixi Inc *      3,241,597    
  491,000     NGK Insulators Ltd     11,149,587    
  413,000     Nikon Corp     11,568,144    
  128,900     Nintendo Co Ltd     64,178,757    
  1,253     Nippon Building Fund Inc     15,415,644    
  2,863,000     Nippon Light Metal     4,419,252    
  1,731,000     Nippon Mining Holdings Inc     10,252,455    
  2,925,000     Nippon Oil Corp     19,953,393    
  1,142,000     Nippon Steel Corp     6,008,291    
  3,843     Nippon Telegraph & Telephone Corp     16,758,299    
  1,025,000     Nippon Yakin Koguo Co Ltd     9,732,846    
  1,806,000     Nippon Yusen KK     16,688,217    
  3,150,100     Nissan Motor Co     28,328,762    
  9,198     NTT Docomo Inc     13,475,714    
  145,400     Ono Pharmaceutical Co Ltd     7,340,704    
  6,666,000     Osaka Gas Co Ltd     26,746,316    
  764,000     Pacific Metals Co Ltd     9,128,200    
  12,585     Resona Holdings Inc     20,356,416    
  509,000     Ricoh Company Ltd     8,174,607    
  5,260,000     Sanyo Electric Co Ltd *      11,103,881    
  1,258,000     Seven & I Holdings Co Ltd     31,280,508    
  395,700     Shin-Etsu Chemical Co Ltd     21,354,497    
  4,865,400     Sojitz Corp     18,238,089    

 

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 29, 2008

Shares   Description   Value ($)  
        Japan — continued        
  320,600     Sony Corp     15,146,175    
  381,600     SUMCO Corp     8,438,553    
  1,130,200     Sumitomo Corp     16,253,630    
  195,000     Taisho Pharmaceutical Co Ltd     3,973,781    
  549,000     Taiyo Yuden Co Ltd     5,978,512    
  654,000     Takeda Pharmaceutical Co Ltd     36,492,565    
  291,260     Takefuji Corp     7,356,659    
  112,700     TDK Corp     8,011,028    
  290,300     Tokyo Electric Power Co Inc     7,458,408    
  1,276,000     Tokyo Gas Co Ltd     5,723,851    
  746,900     Tokyo Steel Manufacturing Co     8,928,735    
  354,000     TonenGeneral Sekiyu KK     3,360,688    
  1,859,000     Toshiba Corp     13,943,867    
    Total Japan     1,046,134,220    
        Netherlands — 2.8%        
  1,723,698     Aegon NV     25,742,563    
  51,431     Heineken Holding NV     2,614,836    
  449,928     Heineken NV     25,376,158    
  1,729,292     ING Groep NV     57,467,306    
  267,205     Koninklijke DSM     11,758,747    
  203,122     OCE NV     3,767,013    
  380,217     Reed Elsevier NV     7,063,693    
  154,281     TomTom NV *      7,230,073    
  63,789     Wereldhave NV     7,710,686    
    Total Netherlands     148,731,075    
        Norway — 0.7%        
  344,800     DnB NOR ASA     5,043,593    
  970,550     StatoilHydro ASA     29,573,926    
  364,000     Tandberg ASA     5,318,913    
    Total Norway     39,936,432    

 

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 29, 2008

Shares   Description   Value ($)  
        Portugal — 0.1%        
  2,575,760     Banco Commercial Portugues SA     7,420,356    
        Singapore — 1.3%        
  359,000     City Developments Ltd     3,013,011    
  412,200     MobileOne Ltd     589,444    
  2,928,000     Oversea-Chinese Banking Corp     15,795,121    
  2,733,000     Singapore Exchange Ltd     15,902,302    
  9,853,000     Singapore Telecommunications     26,659,397    
  844,000     United Overseas Bank Ltd     10,701,417    
    Total Singapore     72,660,692    
        Spain — 2.0%        
  975,428     Iberdrola SA     14,087,881    
  165,275     Inditex SA     8,520,528    
  620,140     Repsol YPF SA     21,392,733    
  2,132,416     Telefonica SA     61,704,754    
    Total Spain     105,705,896    
        Sweden — 1.6%        
  606,600     Electrolux AB Series B     9,732,968    
  383,200     Hennes & Mauritz AB Class B     21,492,970    
  857,200     Investor AB     18,131,863    
  427,900     Sandvik AB     7,215,237    
  402,800     Scania AB Class B     9,717,703    
  245,200     SKF AB Class B     4,509,654    
  144,400     Svenska Handelsbanken AB Class A     4,022,817    
  176,200     Swedbank AB     4,762,309    
  334,650     Tele2 AB Class B     5,882,065    
    Total Sweden     85,467,586    
        Switzerland — 6.7%        
  1,967,945     ABB Ltd     49,030,009    
  131,713     Actelion Ltd *      6,865,754    
  199,011     CIE Financiere Richemont SA Class A     11,520,495    

 

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 29, 2008

Shares   Description   Value ($)  
        Switzerland — continued        
  150,592     Nestle SA (Registered)     71,875,806    
  2,525,679     Novartis AG (Registered)     124,750,333    
  120,745     Roche Holding AG (Non Voting)     23,679,119    
  48,805     Swatch Group AG     14,325,487    
  296,179     Swiss Reinsurance Co (Registered)     23,739,785    
  36,014     Syngenta AG (Registered)     10,354,361    
  90,237     Zurich Financial Services AG     28,209,092    
    Total Switzerland     364,350,241    
        United Kingdom — 22.5%        
  1,694,558     3i Group Plc     27,387,227    
  1,174,461     Aberdeen Asset Management     3,107,105    
  1,315,639     AMEC Plc     20,069,263    
  515,699     Arriva Plc     6,943,501    
  1,693,363     AstraZeneca Plc     63,293,513    
  1,440,805     Aviva Plc     17,366,664    
  2,209,054     Barclays Plc     20,703,958    
  704,818     Barratt Developments Plc     5,702,311    
  1,466,851     BBA Aviation Plc     5,337,119    
  119,657     Berkeley Group Holdings Plc *      2,461,718    
  2,060,555     BG Group Plc     48,569,307    
  1,723,945     BHP Billiton Plc     55,149,197    
  255,339     British American Tobacco Plc     9,574,402    
  1,035,909     Britvic Plc     6,811,667    
  516,658     Cadbury Schweppes Plc     5,751,052    
  736,905     Capita Group Plc     9,548,339    
  484,112     Centrica Plc     3,090,953    
  344,724     Cookson Group Plc     4,057,365    
  647,861     Diageo Plc     13,238,924    
  5,139,926     DSG International Plc     6,425,181    
  893,591     FirstGroup Plc     10,201,945    
  7,799,421     GlaxoSmithKline Plc     170,249,966    
  1,664,273     HBOS Plc     19,776,484    
  1,940,294     Home Retail Group     9,911,234    

 

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 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued        
  595,644     Imperial Tobacco Group Plc     27,573,733    
  242,248     Intermediate Capital Group Plc     7,168,204    
  684,442     J Sainsbury Plc     4,798,560    
  585,520     Kesa Electricals Plc     2,473,627    
  1,050,873     Kingfisher Plc     2,712,699    
  1,698,984     Ladbrokes Plc     10,202,170    
  441,807     London Stock Exchange     11,847,775    
  773,035     Michael Page International Plc     4,277,618    
  418,646     Next Plc     10,617,663    
  3,231,060     Northern Foods Plc     5,765,409    
  2,845,307     Old Mutual Plc     7,028,198    
  234,773     Provident Financial Plc     3,719,497    
  342,857     Reckitt Benckiser Group Plc     18,494,137    
  936,109     Rio Tinto Plc     105,319,345    
  9,421,938     Royal Bank of Scotland Group     71,234,812    
  785,414     Royal Dutch Shell Group Class A (Amsterdam)     28,086,065    
  1,370,789     Royal Dutch Shell Plc A Shares (London)     49,014,437    
  524,236     Royal Dutch Shell Plc B Shares (London)     18,391,228    
  523,446     SABMiller Breweries Plc     10,874,905    
  286,269     Scottish & Southern Energy Plc     8,370,687    
  2,526,598     Signet Group Plc     3,045,923    
  316,948     Smith & Nephew Plc     4,118,144    
  254,997     Spectris Plc     3,957,212    
  2,404,744     Stagecoach Group Plc     11,927,231    
  2,937,716     Taylor Woodrow Plc     9,940,489    
  1,914,380     Tesco Plc     15,128,003    
  694,916     Tomkins Plc     2,329,879    
  254,974     Travis Perkins Plc     5,450,752    
  1,098,231     Trinity Mirror Plc     6,171,156    
  950,710     Unilever Plc     29,953,324    
  52,173,195     Vodafone Group Inc     167,967,345    
  174,639     Wetherspoon J D Plc     1,058,955    
  576,582     WH Smith Plc     4,264,400    
  237,829     Whitbread Plc     5,951,034    
    Total United Kingdom     1,223,963,011    
    TOTAL COMMON STOCKS (COST $5,313,136,824)     5,260,486,981    

 

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 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        PREFERRED STOCKS — 0.6%        
        Germany — 0.6%        
  8,684     Porsche AG (Non Voting) 0.06%     15,057,009    
  131,566     Volkswagen AG 2.02%     18,332,154    
    Total Germany     33,389,163    
    TOTAL PREFERRED STOCKS (COST $20,335,489)     33,389,163    
        RIGHTS AND WARRANTS — 0.0%        
        France — 0.0%        
  3     Societe Generale Rights, Expires 02/29/08 * (a)      26    
    TOTAL RIGHTS AND WARRANTS (COST $21)     26    
        SHORT-TERM INVESTMENTS — 1.4%        
  78,200,000     Royal Bank of Scotland Time Deposit, 3.10%, due 03/03/08     78,200,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $78,200,000)     78,200,000    
        TOTAL INVESTMENTS — 98.9%
(Cost $5,411,672,334)
    5,372,076,170    
        Other Assets and Liabilities (net) — 1.1%     60,031,864    
    TOTAL NET ASSETS — 100.0%   $ 5,432,108,034    

 

See accompanying notes to the financial statements.


13



GMO International Core Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys  
05/23/08   CHF     51,977,142     $ 49,927,773     $ 2,404,033    
05/23/08   CHF     51,977,142       49,927,773       2,429,092    
05/23/08   CHF     51,977,142       49,927,773       2,383,211    
05/23/08   CHF     51,977,142       49,927,773       2,388,429    
05/23/08   CHF     51,977,142       49,927,773       2,369,508    
05/23/08   CHF     51,977,142       49,927,773       2,317,014    
05/23/08   CHF     51,977,142       49,927,773       2,298,690    
05/23/08   HKD     53,165,333       6,842,190       13,867    
05/23/08   HKD     53,165,333       6,842,190       13,516    
05/23/08   HKD     54,776,403       7,049,531       13,745    
05/23/08   JPY     4,416,220,821       42,708,524       1,356,593    
05/23/08   JPY     4,416,220,821       42,708,524       1,465,767    
05/23/08   JPY     4,416,220,821       42,708,524       1,380,586    
05/23/08   JPY     4,416,220,821       42,708,524       1,475,894    
05/23/08   JPY     4,416,220,821       42,708,524       1,372,462    
05/23/08   JPY     4,416,220,821       42,708,524       1,499,210    
05/23/08   JPY     9,522,297,821       92,088,530       2,707,463    
05/23/08   NZD     23,869,700       18,834,586       56,530    
05/23/08   NZD     23,167,650       18,280,627       (17,322 )  
05/23/08   NZD     23,167,650       18,280,627       (26,450 )  
05/23/08   SEK     203,027,499       32,802,674       775,418    
05/23/08   SEK     203,027,499       32,802,674       782,621    
05/23/08   SEK     203,027,499       32,802,674       832,356    
05/23/08   SEK     203,027,499       32,802,674       806,661    
05/23/08   SEK     203,027,499       32,802,674       803,130    
05/23/08   SEK     203,027,499       32,802,674       775,832    
05/23/08   SEK     203,027,499       32,802,674       789,574    
                $ 1,003,582,554     $ 33,467,430    

 

See accompanying notes to the financial statements.


14



GMO International Core Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Currency Contracts — continued

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Sales  
05/23/08   AUD     25,998,045     $ 23,958,845     $ (298,908 )  
05/23/08   AUD     25,998,045       23,958,845       (262,433 )  
05/23/08   AUD     25,998,045       23,958,845       (269,426 )  
05/23/08   AUD     25,998,045       23,958,845       (284,817 )  
05/23/08   AUD     24,468,748       22,549,501       (281,227 )  
05/23/08   AUD     24,468,748       22,549,501       (294,441 )  
05/23/08   CHF     47,480,000       45,607,946       (2,313,484 )  
05/23/08   CHF     22,006,000       21,138,342       (1,227,698 )  
05/23/08   CHF     22,075,000       21,204,621       (1,151,934 )  
05/23/08   CHF     10,580,000       10,162,849       (551,963 )  
05/23/08   CAD     10,863,000       11,019,169       (261,327 )  
05/23/08   CAD     12,532,166       12,712,332       (336,717 )  
05/23/08   CAD     12,532,166       12,712,332       (387,833 )  
05/23/08   CAD     12,911,928       13,097,553       (287,630 )  
05/23/08   EUR     8,698,000       13,166,974       (211,439 )  
05/23/08   EUR     15,741,734       23,829,732       (700,717 )  
05/23/08   EUR     15,741,734       23,829,732       (706,305 )  
05/23/08   EUR     15,741,734       23,829,732       (699,930 )  
05/23/08   EUR     15,741,734       23,829,732       (696,845 )  
05/23/08   EUR     15,741,734       23,829,732       (698,513 )  
05/23/08   EUR     15,741,734       23,829,732       (703,566 )  
05/23/08   EUR     19,169,734       29,019,016       (912,117 )  
05/23/08   GBP     14,410,438       28,467,388       (536,933 )  
05/23/08   GBP     14,410,438       28,467,388       (518,675 )  
05/23/08   GBP     14,410,438       28,467,388       (507,968 )  
05/23/08   GBP     14,410,438       28,467,388       (515,029 )  
05/23/08   GBP     15,522,438       30,664,111       (534,424 )  
05/23/08   GBP     16,872,438       33,330,995       (577,542 )  
05/23/08   GBP     16,960,438       33,504,837       (605,005 )  
05/23/08   GBP     33,926,000       67,019,795       (843,400 )  
05/23/08   JPY     329,820,000       3,189,633       (48,703 )  
05/23/08   JPY     769,315,000       7,439,915       (278,867 )  
05/23/08   JPY     831,459,000       8,040,899       (255,119 )  

 

See accompanying notes to the financial statements.


15



GMO International Core Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Currency Contracts — continued

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
05/23/08   JPY     1,147,136,000     $ 11,093,758     $ (352,483 )  
05/23/08   NOK     67,116,398       12,789,760       (309,740 )  
05/23/08   NOK     67,116,398       12,789,760       (324,093 )  
05/23/08   NOK     69,150,229       13,177,329       (329,380 )  
05/23/08   NZD     10,616,667       8,377,170       (187,579 )  
05/23/08   NZD     10,616,667       8,377,170       (189,649 )  
05/23/08   NZD     10,616,667       8,377,170       (189,065 )  
05/23/08   SEK     111,240,000       17,972,784       (768,057 )  
05/23/08   SGD     5,337,153       3,839,102       (45,791 )  
05/23/08   SGD     5,337,153       3,839,102       (43,255 )  
05/23/08   SGD     5,498,885       3,955,439       (47,068 )  
                $ 875,402,189     $ (21,547,095 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  145     DAX   March 2008   $ 37,138,978     $ (3,510,983 )  
  1,011     MSCI Singapore   March 2008     53,996,344       (1,528,921 )  
  171     S&P/MIB   March 2008     43,700,380       (5,727,598 )  
  338     SPI 200   March 2008     43,797,569       (4,030,218 )  
  775     TOPIX   March 2008     98,506,834       (8,607,620 )  
                $ 277,140,105     $ (23,405,340 )  
Sales      
  22     AEX   March 2008   $ 2,989,237     $ 45,254    
  145     CAC 40   March 2008     10,560,821       220,777    
  476     FTSE 100   March 2008     55,161,144       1,238,239    
  7     HANG SENG   March 2008     1,088,957       (16,703 )  
  16     IBEX 35   March 2008     3,207,547       5,023    
  126     OMXS 30   March 2008     1,978,041       (5,843 )  
  863     S&P Toronto 60   March 2008     139,605,649       (1,499,565 )  
                $ 214,591,396     $ (12,818 )  

 

See accompanying notes to the financial statements.


16



GMO International Core Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

As of February 29, 2008, for the futures contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

(a)  As of February 29, 2008, the Fund elected to sell these rights but the sale did not occur until after the Fund's year end.

As of February 29, 2008, 91.68% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar
CAD - Canadian Dollar
CHF - Swiss Franc
EUR - Euro
GBP - British Pound
HKD - Hong Kong Dollar
JPY - Japanese Yen
NOK - Norwegian Krone
NZD - New Zealand Dollar
SEK - Swedish Krona
SGD - Singapore Dollar
 

 

See accompanying notes to the financial statements.


17




GMO International Core Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $5,411,672,334) (Note 2)   $ 5,372,076,170    
Foreign currency, at value (cost $4,892,288) (Note 2)     4,932,178    
Receivable for investments sold     1,622,667    
Receivable for Fund shares sold     57,295,283    
Dividends and interest receivable     9,930,009    
Foreign taxes receivable     1,689,975    
Unrealized appreciation on open forward currency contracts (Note 2)     33,511,202    
Receivable for collateral on open futures contracts (Note 2)     37,335,000    
Receivable for expenses reimbursed by Manager (Note 3)     429,490    
Total assets     5,518,821,974    
Liabilities:  
Due to custodian     239,639    
Payable for investments purchased     3,246,243    
Payable for Fund shares repurchased     58,403,564    
Payable to affiliate for (Note 3):  
Management fee     1,625,610    
Shareholder service fee     330,279    
Trustees and Chief Compliance Officer of GMO Trust fees     6,429    
Unrealized depreciation on open forward currency contracts (Note 2)     21,590,867    
Payable for variation margin on open futures contracts (Note 2)     189,752    
Accrued expenses     1,081,557    
Total liabilities     86,713,940    
Net assets   $ 5,432,108,034    

 

See accompanying notes to the financial statements.


18



GMO International Core Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 5,380,056,555    
Accumulated undistributed net investment income     60,260,648    
Accumulated net realized gain     42,582,440    
Net unrealized depreciation     (50,791,609 )  
    $ 5,432,108,034    
Net assets attributable to:  
Class III shares   $ 917,684,966    
Class IV shares   $ 947,062,869    
Class VI shares   $ 3,567,360,199    
Shares outstanding:  
Class III     24,634,958    
Class IV     25,435,825    
Class VI     95,840,331    
Net asset value per share:  
Class III   $ 37.25    
Class IV   $ 37.23    
Class VI   $ 37.22    

 

See accompanying notes to the financial statements.


19



GMO International Core Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $13,049,764)   $ 140,838,550    
Interest     11,745,976    
Securities lending income     2,965,247    
Total investment income     155,549,773    
Expenses:  
Management fee (Note 3)     20,690,755    
Shareholder service fee – Class III (Note 3)     1,455,079    
Shareholder service fee – Class IV (Note 3)     737,097    
Shareholder service fee – Class VI (Note 3)     2,010,737    
Custodian and fund accounting agent fees     2,347,759    
Transfer agent fees     46,820    
Audit and tax fees     80,171    
Legal fees     120,982    
Trustees fees and related expenses (Note 3)     59,221    
Miscellaneous     79,147    
Total expenses     27,627,768    
Fees and expenses reimbursed by Manager (Note 3)     (2,645,358 )  
Expense reductions (Note 2)     (30,087 )  
Net expenses     24,952,323    
Net investment income (loss)     130,597,450    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     249,043,995    
Closed futures contracts     (13,356,499 )  
Foreign currency, forward contracts and foreign currency related transactions     27,141,524    
Net realized gain (loss)     262,829,020    
Change in net unrealized appreciation (depreciation) on:  
Investments     (524,666,886 )  
Open futures contracts     (21,373,511 )  
Foreign currency, forward contracts and foreign currency related transactions     7,703,873    
Net unrealized gain (loss)     (538,336,524 )  
Net realized and unrealized gain (loss)     (275,507,504 )  
Net increase (decrease) in net assets resulting from operations   $ (144,910,054 )  

 

See accompanying notes to the financial statements.


20



GMO International Core Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 130,597,450     $ 57,734,964    
Net realized gain (loss)     262,829,020       191,962,966    
Change in net unrealized appreciation (depreciation)     (538,336,524 )     212,810,791    
Net increase (decrease) in net assets from operations     (144,910,054 )     462,508,721    
Distributions to shareholders from:  
Net investment income  
Class III     (15,752,992 )     (15,520,665 )  
Class IV     (13,850,618 )     (19,922,801 )  
Class VI     (70,382,406 )     (18,254,450 )  
Total distributions from net investment income     (99,986,016 )     (53,697,916 )  
Net realized gains  
Class III     (44,597,287 )     (41,938,026 )  
Class IV     (40,295,188 )     (49,032,006 )  
Class VI     (183,168,178 )     (44,892,191 )  
Total distributions from net realized gains     (268,060,653 )     (135,862,223 )  
      (368,046,669 )     (189,560,139 )  
Net share transactions (Note 7):  
Class III     81,033,866       (41,461,834 )  
Class IV     308,789,561       (579,931,387 )  
Class VI     2,587,884,351       1,311,930,094    
Increase (decrease) in net assets resulting from net share
transactions
    2,977,707,778       690,536,873    
Total increase (decrease) in net assets     2,464,751,055       963,485,455    
Net assets:  
Beginning of period     2,967,356,979       2,003,871,524    
End of period (including accumulated undistributed net investment
income of $60,260,648 and distributions in excess of net
investment income of $6,487,249, respectively)
  $ 5,432,108,034     $ 2,967,356,979    

 

See accompanying notes to the financial statements.


21




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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 39.38     $ 35.23     $ 30.81     $ 26.75     $ 18.04    
Income (loss) from investment operations:  
Net investment income (loss)      1.01       0.86       0.72       0.55       0.40    
Net realized and unrealized gain (loss)     (0.51 )     6.06       4.79       4.54       8.81    
Total from investment operations     0.50       6.92       5.51       5.09       9.21    
Less distributions to shareholders:  
From net investment income     (0.68 )     (0.77 )     (0.16 )     (0.54 )     (0.50 )  
From net realized gains     (1.95 )     (2.00 )     (0.93 )     (0.49 )        
Total distributions     (2.63 )     (2.77 )     (1.09 )     (1.03 )     (0.50 )  
Net asset value, end of period   $ 37.25     $ 39.38     $ 35.23     $ 30.81     $ 26.75    
Total Return(a)      0.69 %     20.04 %     18.26 %     19.20 %     51.46 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 917,685     $ 877,816     $ 820,336     $ 321,463     $ 201,333    
Net expenses to average daily net assets     0.53 %(b)      0.53 %     0.54 %     0.55 %     0.55 %  
Net investment income to average daily
net assets
    2.44 %     2.29 %     2.26 %     1.98 %     1.77 %  
Portfolio turnover rate     43 %     47 %     43 %     45 %     43 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.05 %     0.10 %     0.14 %     0.27 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout period.

See accompanying notes to the financial statements.


22



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,  
    2008   2007   2006   2005   2004(a)   
Net asset value, beginning of period   $ 39.36     $ 35.21     $ 30.80     $ 26.75     $ 21.08    
Income (loss) from investment operations:  
Net investment income (loss)      1.04       0.85       0.65       0.56       0.16    
Net realized and unrealized gain (loss)     (0.52 )     6.09       4.87       4.54       6.03    
Total from investment operations     0.52       6.94       5.52       5.10       6.19    
Less distributions to shareholders:  
From net investment income     (0.70 )     (0.79 )     (0.18 )     (0.56 )     (0.52 )  
From net realized gains     (1.95 )     (2.00 )     (0.93 )     (0.49 )        
Total distributions     (2.65 )     (2.79 )     (1.11 )     (1.05 )     (0.52 )  
Net asset value, end of period   $ 37.23     $ 39.36     $ 35.21     $ 30.80     $ 26.75    
Total Return(b)      0.75 %     20.14 %     18.31 %     19.24 %     29.71 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 947,063     $ 711,712     $ 1,183,535     $ 255,580     $ 24,134    
Net expenses to average daily net assets     0.47 %(c)      0.47 %     0.48 %     0.49 %     0.49 %*   
Net investment income to average daily
net assets
    2.51 %     2.27 %     1.98 %     2.01 %     0.99 %*   
Portfolio turnover rate     43 %     47 %     43 %     45 %     43 %††   
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.05 %     0.11 %     0.14 %     0.26 %*   

 

(a)  Period from June 30, 2003 (commencement of operations) through February 29, 2004.

(b)  The total returns would have been lower had certain expense not been reimbursed during the period shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout period.

††  Calculation represtents portfolio turnover of the Fund for year ended February 29, 2004.

*  Annualized

**  Not annualized

See accompanying notes to the financial statements.


23



GMO International Core Equity Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
March 28, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 39.35     $ 36.09    
Income (loss) from investment operations:  
Net investment income (loss)      0.98       0.74    
Net realized and unrealized gain (loss)     (0.45 )     5.33    
Total from investment operations     0.53       6.07    
Less distributions to shareholders:  
From net investment income     (0.71 )     (0.81 )  
From net realized gains     (1.95 )     (2.00 )  
Total distributions     (2.66 )     (2.81 )  
Net asset value, end of period   $ 37.22     $ 39.35    
Total Return(a)      0.78 %     17.24 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,567,360     $ 1,377,829    
Net expenses to average daily net assets     0.44 %(b)      0.44 %*   
Net investment income to average daily net assets     2.36 %     2.11 %*   
Portfolio turnover rate     43 %     47 %††   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.05 %     0.05 %*   

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover of the Fund for the year ended Febuary 28, 2007.

*  Annualized

**  Not annualized

See accompanying notes to the financial statements.


24




GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

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 Funds into classes.

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the MSCI EAFE Index. The Fund typically makes equity investments in companies from developed countries, other than the U.S.

As of February 29, 2008, the Fund had three classes of shares outstanding: Class III, Class IV and Class VI. Each class of shares bears a different level of shareholder service 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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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


25



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

before the close of the NYSE. As a result, foreign equity securities are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


26



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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.


27



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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

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


28



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. The fund had no securities on loan at February 29, 2008.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to derivative contract transactions, foreign currency transactions, losses on wash sale transactions and passive foreign investment company transactions.


29



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 36,136,463     $ (36,135,420 )   $ (1,043 )  

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 172,283,394     $ 124,259,765    
Long-term capital gains     195,763,275       65,300,374    
Total distributions   $ 368,046,669     $ 189,560,139    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 73,174,805    
Undistributed long–term capital gain   $ 43,604,267    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 5,413,394,342     $ 488,064,974     $ (529,383,146 )   $ (41,318,172 )  

 

Security transactions and related investment income

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


30



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to


31



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.38% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.15% for Class III shares, 0.09% for Class IV shares and 0.055% for Class VI shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.38% of the 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 29, 2008 was $51,586 and $28,412, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $4,990,437,892 and $2,199,160,766, respectively.


32



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 25.34% of the outstanding shares of the Fund were held by one shareholder. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.

As of February 29, 2008, less than 0.01% of the Fund's shares were held by four related parties comprised of certain GMO employee accounts, and 39.32% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     11,949,449     $ 492,041,742       7,843,505     $ 293,242,889    
Shares issued to shareholders
in reinvestment of distributions
    1,414,279       58,116,527       1,421,250       53,860,001    
Shares repurchased     (11,019,208 )     (469,124,403 )     (10,261,207 )     (388,564,724 )  
Net increase (decrease)     2,344,520     $ 81,033,866       (996,452 )   $ (41,461,834 )  

 


33



GMO International Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     15,988,725     $ 658,843,076       7,912,379     $ 293,799,706    
Shares issued to shareholders
in reinvestment of distributions
    1,206,587       49,719,301       1,684,571       63,941,116    
Shares repurchased     (9,841,902 )     (399,772,816 )     (25,127,429 )     (937,672,209 )  
Net increase (decrease)     7,353,410     $ 308,789,561       (15,530,479 )   $ (579,931,387 )  
        Period from March 28, 2006  
    Year Ended   (commencement of operations)  
    February 29, 2008   through February 28, 2007  
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     74,361,787     $ 3,110,181,310       34,871,102     $ 1,305,783,453    
Shares issued to shareholders
in reinvestment of distributions
    6,180,798       253,296,700       1,665,967       63,146,641    
Shares repurchased     (19,719,605 )     (775,593,659 )     (1,519,718 )     (57,000,000 )  
Net increase (decrease)     60,822,980     $ 2,587,884,351       35,017,351     $ 1,311,930,094    

 


34




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") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


35



GMO International Core Equity Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.


36



GMO International Core Equity Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 29, 2008 (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. 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     $ 944.80     $ 2.56    
2) Hypothetical     0.53 %   $ 1,000.00     $ 1,022.23     $ 2.66    
Class IV      
1) Actual     0.47 %   $ 1,000.00     $ 945.00     $ 2.27    
2) Hypothetical     0.47 %   $ 1,000.00     $ 1,022.53     $ 2.36    
Class VI      
1) Actual     0.44 %   $ 1,000.00     $ 945.10     $ 2.13    
2) Hypothetical     0.44 %   $ 1,000.00     $ 1,022.68     $ 2.21    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six month period ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days, divided by 366 days in the year.


37



GMO International Core Equity Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $195,763,276 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $12,920,265 and recognized foreign source income of $153,888,314.

For taxable, non-corporate shareholders, 60.21% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified short-term capital gains with respect to its taxable year ended February 29, 2008, $72,297,378 or if determined to be different, the qualified short-term gains of such year.


38



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


39



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


40



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


41



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


42




GMO International Growth Equity Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO International Growth Equity Fund

(A Series of GMO Trust)

Portfolio Managers

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 Growth Equity Fund returned +5.0% for the fiscal year ended February 29, 2008, as compared to +0.8% for the MSCI EAFE Index and +3.5% for the S&P/Citigroup PMI EPAC Growth Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in international equity securities throughout the period.

Stock selection made a strong positive contribution to relative performance. Among the most significant contributors were holdings in Canadian fertilizer company Potash Corp. of Saskatchewan, Canadian tech company Research in Motion, and Australian mining company Rio Tinto, all of which outperformed. Overweight positions in British bank Royal Bank of Scotland, Japanese financial Resona Holdings, and an underweight position in Australian mining company BHP Billiton hurt returns.

Country allocation had a positive impact on relative performance. Overweights to Germany, Canada, Singapore, and Hong Kong helped, while overweights to Sweden and Ireland hurt. In addition, not holding Korea, which GMO classifies as an emerging market but S&P/Citigroup considers developed, reduced returns against the growth index.

Currency allocation had a positive impact as our underweight to the British pound and overweights to the Canadian dollar and Swiss franc added slightly more value than our underweight to the Australian dollar detracted. The U.S. dollar weakened relative to most foreign currencies which boosted returns for U.S. investors. The MSCI EAFE Index returned 10% more in U.S. dollar terms than in local currency.

Sector exposures had a positive impact. Our underweight to Financials and overweight to Energy helped while our underweight to Consumer Staples hurt.

Among GMO's international quantitative stock selection disciplines, stocks favored for their strong momentum (especially price momentum) characteristics significantly outperformed. Those highly ranked by intrinsic value also did well.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Classes IV will vary due to different fees.

†  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 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     94.3 %  
Short-Term Investments     3.8    
Preferred Stocks     0.6    
Forward Currency Contracts     0.3    
Rights and Warrants     0.0    
Futures     (0.5 )  
Other     1.5    
      100.0 %  
Country Summary   % of Equity Investments  
United Kingdom     20.6 %  
Japan     17.2    
Switzerland     9.4    
Germany     8.3    
France     7.5    
Australia     6.8    
Finland     6.8    
Canada     5.5    
Spain     4.4    
Denmark     2.6    
Sweden     2.4    
Hong Kong     1.9    
Singapore     1.5    
Ireland     1.2    
Norway     0.9    
Italy     0.9    
Netherlands     0.8    
Belgium     0.6    
Austria     0.3    
Greece     0.3    
Portugal     0.1    
      100.0 %  

 


1



GMO International Growth Equity Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Industrials     14.4 %  
Health Care     13.3    
Materials     13.1    
Information Technology     12.6    
Consumer Staples     10.2    
Financials     8.7    
Consumer Discretionary     8.6    
Energy     8.5    
Telecommunication Services     7.1    
Utilities     3.5    
      100.0 %  

 


2




GMO International Growth Equity Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 94.3%        
        Australia — 6.5%        
  639,442     AMP Ltd     4,720,821    
  276,568     Australia and New Zealand Banking Group Ltd     5,580,982    
  238,031     Australian Stock Exchange Ltd     9,151,739    
  267,107     Babcock & Brown Ltd     4,184,167    
  730,600     BHP Billiton Ltd     26,435,153    
  698,330     BlueScope Steel Ltd     6,985,514    
  570,230     Brambles Ltd     5,475,852    
  24,430     Cochlear Ltd     1,217,973    
  873,708     CSL Ltd     29,303,671    
  1,855,629     CSR Ltd     5,781,340    
  1,011,812     Foster's Group Ltd     4,985,071    
  1,100,514     Harvey Norman Holdings Ltd     4,603,178    
  24,806     Incitec Pivot Ltd     3,369,208    
  869,589     Insurance Australia Group Ltd     3,018,953    
  74,746     Leighton Holdings Ltd     3,133,431    
  192,790     Macquarie Group Ltd     9,628,009    
  527,404     Macquarie Infrastructure Group     1,414,855    
  288,508     Newcrest Mining Ltd     10,030,432    
  234,067     QBE Insurance Group Ltd     4,841,386    
  37,568     Rio Tinto Ltd     4,681,135    
  172,409     Santos Ltd     2,043,619    
  84,549     St George Bank     1,846,275    
  182,769     TABCORP Holdings Ltd     2,576,538    
  1,403,836     Telstra Corp Ltd     6,310,777    
  156,242     Westfarmers Ltd     5,413,382    
  483,838     Westpac Banking Corp     10,348,650    
  490,385     Woodside Petroleum Ltd     25,642,984    
  595,751     Woolworths Ltd     15,910,821    
  239,535     Worleyparsons Ltd     8,199,303    
  194,409     Zinifex Ltd     1,956,007    
    Total Australia     228,791,226    

 

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 29, 2008

Shares   Description   Value ($)  
        Austria — 0.3%        
  64,794     OMV AG     4,681,689    
  68,461     Voestalpine AG     4,303,255    
    Total Austria     8,984,944    
        Belgium — 0.5%        
  61,829     Belgacom SA     2,961,115    
  9,780     Colruyt SA     2,389,721    
  59,315     Dexia     1,394,500    
  218,662     Fortis     4,830,773    
  24,668     Inbev NV     2,229,524    
  21,044     Mobistar SA     1,793,273    
  76,380     Umicore     3,880,454    
    Total Belgium     19,479,360    
        Canada — 5.3%        
  53,900     Canadian Imperial Bank of Commerce     3,657,588    
  127,300     Canadian National Railway Co     6,731,994    
  66,000     Canadian Natural Resources     4,946,060    
  47,900     Canadian Pacific Railway Ltd     3,481,601    
  52,300     Enbridge Inc     2,154,702    
  123,500     EnCana Corp     9,414,483    
  90,800     Goldcorp Inc     3,919,829    
  74,600     Husky Energy Inc (a)      3,160,599    
  52,800     IGM Financial Inc     2,298,684    
  102,800     Penn West Energy Trust     2,901,482    
  377,400     Potash Corp of Saskatchewan Inc     60,000,561    
  539,500     Research In Motion Ltd *      56,200,086    
  205,600     Royal Bank of Canada     10,317,078    
  95,600     Shoppers Drug Mart Corp     4,886,600    
  112,900     Suncor Energy Inc     11,642,723    
    Total Canada     185,714,070    

 

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 29, 2008

Shares   Description   Value ($)  
        Denmark — 2.4%        
  1,228     AP Moller-Maersk A/S     12,618,734    
  758     AP Moller-Maersk A/S Class A     7,823,922    
  22,175     D/S Norden     2,416,925    
  304,200     H Lundbeck A/S     7,264,182    
  609,050     Novo-Nordisk A/S     41,664,148    
  137,700     Vestas Wind Systems A/S *      13,959,747    
    Total Denmark     85,747,658    
        Finland — 6.4%        
  96,827     Alma Media Corp (a)      1,467,113    
  110,598     Amer Sports Oyj Class A (a)      2,310,095    
  50,879     Elisa Oyj     1,550,771    
  233,762     Fortum Oyj     9,760,175    
  67,129     KCI Konecranes Oyj     2,437,304    
  198,706     Kone Oyj (a)      6,952,666    
  90,359     Metso Oyj     4,701,204    
  49,361     Neste Oil Oyj     1,727,097    
  4,334,171     Nokia Oyj     155,716,479    
  394,944     Nokian Renkaat Oyj     16,237,401    
  121,641     Outotec Oyj     6,718,305    
  248,383     Rautaruukki Oyj     10,829,587    
  82,709     Tietoenator Oyj     1,552,557    
  41,646     Wartsila Oyj Class B     2,846,776    
  86,388     YIT Oyj     2,146,138    
    Total Finland     226,953,668    
        France — 7.1%        
  71,281     Alstom     14,980,378    
  37,831     BNP Paribas     3,382,088    
  94,820     Bouygues     6,476,225    
  78,684     Carrefour SA     5,533,533    
  233,387     Credit Agricole SA     6,330,572    
  54,092     Dassault Systemes SA     2,949,455    
  121,295     Electricite de France     11,313,182    

 

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 29, 2008

Shares   Description   Value ($)  
        France — continued        
  102,991     Essilor International SA     6,115,372    
  221,572     Groupe Danone     17,356,646    
  78,262     Hermes International     9,159,306    
  129,519     L'Oreal SA     15,370,254    
  41,580     LVMH Moet Hennessy Louis Vuitton SA     4,272,007    
  28,972     Neopost SA     3,007,259    
  37,858     Peugeot SA     2,877,936    
  878,539     Sanofi-Aventis     64,935,146    
  21,841     Societe Generale     2,336,970    
  5,460     Societe Generale NV (New Shares) *      599,965    
  762,171     Total SA     57,394,552    
  29,389     UbiSoft Entertainment SA *      2,470,081    
  129,236     Veolia Environnement     11,498,593    
  18,447     Wendel Investissement     2,080,515    
    Total France     250,440,035    
        Germany — 7.3%        
  154,460     Adidas AG     9,803,726    
  29,437     Allianz SE (Registered)     5,074,739    
  210,250     BASF AG     26,885,844    
  38,795     Bayer AG     2,985,641    
  36,296     Beiersdorf AG (Bearer)     2,873,439    
  127,731     Deutsche Bank AG (Registered)     14,170,713    
  160,390     Deutsche Boerse AG     25,522,066    
  73,435     E.ON AG     13,826,033    
  36,368     K&S AG     10,582,151    
  63,006     MAN AG     8,310,572    
  75,636     Muenchener Rueckversicherungs AG (Registered)     13,308,104    
  36,707     Norddeutsche Affinerie AG     1,482,582    
  55,006     Premiere AG *      1,177,896    
  7,376     Puma AG Rudolf Dassler Sport     2,624,402    
  83,646     Q-Cells AG *      6,743,044    
  81,942     Salzgitter AG     14,362,954    
  691,442     SAP AG     32,653,202    

 

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 29, 2008

Shares   Description   Value ($)  
        Germany — continued        
  67,329     SGL Carbon AG *      3,736,621    
  357,428     Siemens AG (Registered)     45,580,700    
  97,472     Solarworld AG     4,405,649    
  61,401     ThyssenKrupp AG     3,531,010    
  17,450     Volkswagen AG     3,973,273    
  12,768     Wacker-Chemie AG     2,712,150    
  17,253     Wincor Nixdorf AG     1,371,874    
    Total Germany     257,698,385    
        Greece — 0.3%        
  56,895     Coca Cola Hellenic Bottling Co SA     2,490,023    
  51,839     EFG Eurobank Ergasias     1,493,305    
  62,990     Greek Organization of Football Prognostics SA     2,060,665    
  105,346     Hellenic Telecommunications Organization SA     2,926,322    
    Total Greece     8,970,315    
        Hong Kong — 1.8%        
  1,303,500     CLP Holdings Ltd     10,189,623    
  1,246,500     Esprit Holdings Ltd     15,664,798    
  297,300     Hang Seng Bank Ltd     5,627,346    
  2,691,000     Hong Kong & China Gas     7,836,315    
  41,600     Hong Kong Aircraft Engineering Co Ltd     919,349    
  1,618,000     Hong Kong Electric Holdings Ltd     9,163,108    
  425,931     Hong Kong Exchanges and Clearing Ltd     8,091,441    
  1,480,000     Li & Fung Ltd     5,383,257    
  2,691,000     PCCW Ltd     1,552,807    
    Total Hong Kong     64,428,044    
        Ireland — 1.1%        
  153,867     Allied Irish Banks Plc     3,114,778    
  604,151     Anglo Irish Bank Corp     8,556,391    
  338,168     Bank of Ireland     4,757,069    
  482,633     C&C Group Plc     3,286,641    
  204,383     CRH Plc     7,596,002    

 

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 29, 2008

Shares   Description   Value ($)  
        Ireland — continued        
  247,333     DCC Plc     6,222,972    
  116,249     Irish Life & Permanent Plc     1,890,914    
  164,864     Kerry Group Plc     5,172,933    
    Total Ireland     40,597,700    
        Italy — 0.9%        
  659,173     AEM SPA     2,666,628    
  145,729     Bulgari SPA     1,622,541    
  657,278     ENI SPA     22,696,620    
  121,800     Saipem     4,976,223    
    Total Italy     31,962,012    
        Japan — 16.4%        
  147,200     Astellas Pharma Inc     6,433,488    
  750,850     Canon Inc     33,657,062    
  416     Central Japan Railway Co     3,961,418    
  263,000     Daiichi Chuo Kisen Kaisha     1,898,588    
  45,800     Daiichi Sankyo Co Ltd     1,421,334    
  205,800     Daikin Industries Ltd     9,260,485    
  115,100     Denso Corp     4,296,860    
  480     East Japan Railway Co     3,852,653    
  132,800     Eisai Co Ltd     4,789,355    
  102,100     Fanuc Ltd     9,518,664    
  50,700     Fast Retailing Co Ltd     3,745,331    
  44,300     Hirose Electric Co Ltd     4,693,700    
  58,400     Hokkaido Electric Power     1,307,768    
  637,700     Honda Motor Co Ltd     19,466,003    
  455,400     Hoya Corp     11,554,835    
  116,000     Ibiden Co Ltd     5,539,090    
  1,302,000     Isuzu Motors Ltd     5,928,969    
  85,300     Ito En Ltd     1,738,067    
  411,000     Japan Steel Works Ltd (The)     6,679,089    
  1,313     Japan Tobacco Inc     6,632,553    
  126,000     JFE Holdings Inc     5,614,280    

 

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 29, 2008

Shares   Description   Value ($)  
        Japan — continued        
  266,000     Kao Corp     8,189,561    
  1,287,000     Kawasaki Kisen Kaisha Ltd     13,055,347    
  52,300     Keyence Corp     12,203,209    
  1,054,200     Komatsu Ltd     26,781,423    
  189,500     Konica Minolta Holdings Inc     2,684,675    
  652,000     Marubeni Corp     4,936,359    
  229,000     Matsushita Electric Industrial Co Ltd     4,823,061    
  585,000     Mazda Motor Corp     2,383,650    
  726,700     Mitsubishi Corp     22,171,967    
  284,000     Mitsubishi Estate Co Ltd     6,921,218    
  204,000     Mitsubishi Heavy Industries     953,974    
  600,000     Mitsui & Co     13,048,460    
  1,433,000     Mitsui OSK Lines Ltd     18,611,637    
  843,000     Mitsui Trust Holding Inc     5,811,165    
  1,104     Mizuho Financial Group Inc     4,565,091    
  71,300     Murata Manufacturing Co Ltd     3,868,591    
  148,000     NGK Insulators Ltd     3,360,772    
  241,000     Nikon Corp     6,750,418    
  115,400     Nintendo Co Ltd     57,457,165    
  382,500     Nippon Mining Holdings Inc     2,265,491    
  1,247,000     Nippon Oil Corp     8,506,626    
  1,458,000     Nippon Steel Corp     7,670,830    
  1,546,000     Nippon Yusen KK     14,285,705    
  144,000     Nomura Research Institute     4,101,277    
  592     NTT Data Corp     2,770,326    
  3,294     NTT Docomo Inc     4,825,941    
  178,000     Olympus Corp     5,212,128    
  7,270     ORIX Corp     1,086,930    
  866,000     Osaka Gas Co Ltd     3,474,694    
  3,537     Resona Holdings Inc     5,721,148    
  89,000     Ricoh Company Ltd     1,429,352    
  38,000     Rohm Co Ltd     2,771,551    
  8,714     SBI Holdings Inc     2,134,133    
  64,100     Secom Co     3,232,498    

 

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 29, 2008

Shares   Description   Value ($)  
        Japan — continued        
  687,200     Seven & I Holdings Co Ltd     17,087,413    
  27,200     Shimamura Co     1,972,273    
  452,600     Shin-Etsu Chemical Co Ltd     24,425,184    
  112,000     Shiseido Co Ltd     2,552,358    
  193,900     Sony Corp     9,160,459    
  210,400     SUMCO Corp     4,652,703    
  1,051,000     Sumitomo Metal Industries Ltd     4,452,117    
  683     Sumitomo Mitsui Financial Group Inc     4,933,286    
  629,100     Takeda Pharmaceutical Co Ltd     35,103,169    
  87,300     TDK Corp     6,205,526    
  208,700     Terumo Corp     11,331,854    
  58,600     Tokyo Electron Ltd     3,632,150    
  639,000     Tokyo Gas Co Ltd     2,866,411    
  31,600     Uni-Charm Corp     2,309,397    
  10,284     Yahoo Japan Corp     4,572,304    
  40,540     Yamada Denki Co Ltd     3,545,367    
    Total Japan     578,857,936    
        Netherlands — 0.8%        
  47,889     Fugro NV     3,612,895    
  314,213     Heineken NV     17,721,766    
  51,700     ING Groep NV     1,718,079    
  87,278     TomTom NV *      4,090,110    
    Total Netherlands     27,142,850    
        Norway — 0.9%        
  124,400     Frontline Ltd     5,673,937    
  186,687     Orkla ASA     2,320,707    
  204,895     Renewable Energy Corp AS *      5,011,274    
  504,350     StatoilHydro ASA     15,368,203    
  230,000     Tandberg ASA     3,360,852    
    Total Norway     31,734,973    

 

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 29, 2008

Shares   Description   Value ($)  
        Portugal — 0.1%        
  357,111     Portugal Telecom SA     4,558,056    
        Singapore — 1.4%        
  563,000     Capitaland Ltd     2,487,347    
  642,000     Cosco Corp     1,821,340    
  4,248,000     Genting International Plc *      1,876,563    
  660,000     Keppel Corp Ltd     4,973,208    
  1,471,000     Keppel Land Ltd     6,111,679    
  2,473,000     Neptune Orient Lines Ltd     5,404,291    
  587,000     Oversea-Chinese Banking Corp     3,166,577    
  747,000     Singapore Press Holdings Ltd     2,327,701    
  875,000     Singapore Technologies Engineering Ltd     2,115,707    
  6,836,500     Singapore Telecommunications     18,497,612    
    Total Singapore     48,782,025    
        Spain — 4.1%        
  182,949     Abertis Infraestructuras SA     5,773,354    
  130,040     ACS Actividades de Construccion y Servicios SA     6,641,651    
  55,770     Bolsas y Mercados Espanoles     2,789,497    
  75,464     Cintra Concesiones de Infraestructuras de Transporte SA     1,196,913    
  184,758     Gas Natural SDG SA     11,195,156    
  203,199     Inditex SA     10,475,648    
  50,517     Red Electrica de Espana     3,151,735    
  78,522     Repsol YPF SA     2,708,744    
  3,545,396     Telefonica SA     102,591,515    
    Total Spain     146,524,213    
        Sweden — 2.2%        
  70,200     Alfa Laval AB     3,769,630    
  338,400     Hennes & Mauritz AB Class B     18,980,222    
  118,600     Investor AB     2,508,678    
  311,100     Kinnevik Investment AB Class B     5,975,147    
  1,006,800     Sandvik AB     16,976,633    
  157,200     Scania AB Class B     3,792,510    

 

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 29, 2008

Shares   Description   Value ($)  
        Sweden — continued        
  247,400     SSAB Svenskt Stal AB Series A     6,927,252    
  120,000     Swedish Match AB     2,796,791    
  138,000     Tele2 AB Class B     2,425,594    
  573,900     Volvo AB Class A     8,481,231    
  461,400     Volvo AB Class B     6,849,995    
    Total Sweden     79,483,683    
        Switzerland — 8.9%        
  1,629,208     ABB Ltd     40,590,607    
  200,935     Actelion Ltd *      10,474,064    
  245,367     CIE Financiere Richemont SA Class A     14,203,985    
  42,654     Geberit AG (Registered)     6,275,345    
  171,085     Nestle SA (Registered)     81,656,876    
  18,468     Nobel Biocare AG     4,466,370    
  1,117,708     Novartis AG (Registered)     55,206,717    
  291,927     Roche Holding AG (Non Voting)     57,249,361    
  2,872     SGS SA (Registered)     3,857,475    
  25,188     Swatch Group AG     7,393,307    
  11,174     Swisscom AG (Registered)     4,249,887    
  14,009     Syngenta AG (Registered)     4,027,718    
  69,917     Synthes Inc     9,798,274    
  105,268     UBS AG (Registered)     3,434,749    
  37,480     Zurich Financial Services AG     11,716,666    
    Total Switzerland     314,601,401    
        United Kingdom — 19.6%        
  886,228     3i Group Plc     14,323,102    
  525,373     Antofagasta Plc     8,373,567    
  776,309     AstraZeneca Plc     29,016,415    
  348,970     Aviva Plc     4,206,291    
  727,430     Barclays Plc     6,817,706    
  211,739     Barratt Developments Plc     1,713,069    
  2,326,525     BG Group Plc     54,838,482    
  2,203,167     BHP Billiton Plc     70,479,564    

 

See accompanying notes to the financial statements.


12



GMO International Growth Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued        
  505,029     British American Tobacco Plc     18,936,984    
  378,535     British Sky Broadcasting Plc     4,247,417    
  716,082     BT Group Plc     3,222,705    
  174,643     Bunzl Plc     2,400,125    
  578,429     Burberry Group Plc     4,803,321    
  265,859     Capita Group Plc     3,444,829    
  715,776     Centrica Plc     4,570,079    
  494,444     Cobham Plc     1,778,789    
  207,227     Daily Mail & General Trust Plc     1,915,844    
  1,108,821     Diageo Plc     22,658,560    
  1,871,317     DSG International Plc     2,339,246    
  167,961     EMAP Plc     3,066,266    
  561,073     Enterprise Inns Plc (Ordinary Shares)     4,606,462    
  2,455,575     GlaxoSmithKline Plc     53,601,615    
  301,772     HBOS Plc     3,585,944    
  392,848     Imperial Tobacco Group Plc     18,185,839    
  122,879     Kazakhmys Plc     3,742,978    
  87,487     London Stock Exchange     2,346,107    
  670,307     Marks & Spencer Group Plc     5,313,482    
  348,240     National Grid Plc     5,049,446    
  272,617     Next Plc     6,914,088    
  1,142,724     Old Mutual Plc     2,822,645    
  105,242     Persimmon Plc     1,529,073    
  460,070     Reckitt Benckiser Group Plc     24,816,753    
  657,196     Reed Elsevier Plc     8,271,452    
  1,029,316     Reuters Group Plc     12,156,255    
  777,514     Rio Tinto Plc     87,476,208    
  1,775,720     Royal Bank of Scotland Group     13,425,378    
  610,577     Royal Dutch Shell Plc A Shares (London)     21,832,016    
  104,403     Royal Dutch Shell Plc B Shares (London)     3,662,662    
  418,044     SABMiller Breweries Plc     8,685,115    
  260,085     Scottish & Southern Energy Plc     7,605,050    
  828,045     Smith & Nephew Plc     10,758,889    
  605,393     Tesco Plc     4,783,997    

 

See accompanying notes to the financial statements.


13



GMO International Growth Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        United Kingdom — continued        
  323,543     Travis Perkins Plc     6,916,598    
  493,234     Tullow Oil Plc     6,114,331    
  410,479     Unilever Plc     12,932,661    
  237,455     Vedanta Resources Plc     10,215,604    
  23,156,708     Vodafone Group Inc     74,551,132    
  331,173     William Hill Plc     2,463,174    
  316,250     William Morrison Supermarkets Plc     1,853,856    
  245,966     Wolseley Plc     3,009,898    
    Total United Kingdom     692,381,069    
    TOTAL COMMON STOCKS (COST $3,202,091,076)     3,333,833,623    
        PREFERRED STOCKS — 0.6%        
        Germany — 0.6%        
  7,803     Porsche AG (Non Voting) 0.06%     13,529,461    
  57,949     Volkswagen AG 2.02%     8,074,503    
    Total Germany     21,603,964    
    TOTAL PREFERRED STOCKS (COST $10,492,645)     21,603,964    
        RIGHTS AND WARRANTS — 0.0%        
        France — 0.0%        
  1     Societe Generale Rights, Expires 02/29/08 * (b)      9    
    TOTAL RIGHTS AND WARRANTS (COST $7)     9    

 

See accompanying notes to the financial statements.


14



GMO International Growth Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
    SHORT-TERM INVESTMENTS — 3.8%        
  14,053,192     Bank of New York Mellon Institutional Cash Reserves Fund (c)      14,053,192    
  117,900,000     BNP Paribas Time Deposit, 3.19%, due 03/03/08     117,900,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $131,953,192)     131,953,192    
    TOTAL INVESTMENTS — 98.7%
(Cost $3,344,536,920)
    3,487,390,788    
    Other Assets and Liabilities (net) — 1.3%     47,302,243    
    TOTAL NET ASSETS — 100.0%   $ 3,534,693,031    

 

See accompanying notes to the financial statements.


15



GMO International Growth Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
05/23/08   CHF     35,380,631     $ 33,985,634     $ 1,636,416    
05/23/08   CHF     35,380,631       33,985,634       1,653,473    
05/23/08   CHF     35,380,631       33,985,634       1,622,242    
05/23/08   CHF     35,380,631       33,985,634       1,612,914    
05/23/08   CHF     35,380,631       33,985,634       1,564,709    
05/23/08   CHF     35,380,631       33,985,634       1,577,182    
05/23/08   CHF     35,380,631       33,985,634       1,625,794    
05/23/08   EUR     22,075,000       33,416,988       1,471,372    
05/23/08   EUR     2,682,576       4,060,866       119,896    
05/23/08   EUR     2,682,576       4,060,866       119,035    
05/23/08   EUR     2,763,866       4,183,922       122,891    
05/23/08   GBP     10,694,000       21,125,676       417,066    
05/23/08   JPY     6,669,876,009       64,503,242       1,944,364    
05/23/08   JPY     5,391,636,009       52,141,599       1,801,876    
05/23/08   JPY     5,391,636,009       52,141,599       1,789,512    
05/23/08   JPY     5,391,636,009       52,141,599       1,796,142    
05/23/08   JPY     5,391,636,009       52,141,599       1,685,517    
05/23/08   JPY     5,391,636,009       52,141,599       1,830,342    
05/23/08   JPY     5,391,636,009       52,141,599       1,675,599    
05/23/08   NOK     75,457,000       14,379,153       743,249    
05/23/08   NZD     26,226,089       20,693,914       16,479    
05/23/08   NZD     27,020,819       21,321,002       13,195    
05/23/08   NZD     26,226,089       20,693,914       15,430    
05/23/08   SEK     154,281,000       24,926,817       1,065,234    
05/23/08   SEK     120,044,339       19,395,280       476,955    
05/23/08   SEK     120,044,339       19,395,280       458,727    
05/23/08   SEK     120,044,339       19,395,280       474,868    
05/23/08   SEK     120,044,339       19,395,280       492,148    
05/23/08   SGD     21,191,772       15,243,595       181,388    
05/23/08   SGD     21,191,772       15,243,595       171,746    
05/23/08   SGD     21,191,772       15,243,595       172,818    
05/23/08   SGD     21,191,772       15,243,595       181,816    
    $ 922,670,892     $ 30,530,395    

 

See accompanying notes to the financial statements.


16



GMO International Growth Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Sales  
05/23/08   AUD     31,259,112     $ 28,807,251     $ (359,271 )  
05/23/08   AUD     31,259,112       28,807,251       (323,949 )  
05/23/08   AUD     31,259,112       28,807,251       (315,540 )  
05/23/08   AUD     31,259,112       28,807,251       (342,454 )  
05/23/08   AUD     31,259,112       28,807,251       (346,142 )  
05/23/08   AUD     31,259,112       28,807,251       (359,396 )  
05/23/08   AUD     31,259,112       28,807,251       (376,151 )  
05/23/08   CAD     22,619,862       22,945,051       (503,888 )  
05/23/08   CAD     22,619,862       22,945,051       (573,845 )  
05/23/08   CAD     22,619,862       22,945,051       (612,673 )  
05/23/08   CAD     22,619,862       22,945,051       (590,934 )  
05/23/08   CAD     22,619,862       22,945,051       (607,756 )  
05/23/08   CHF     21,940,000       21,074,944       (1,038,414 )  
05/23/08   CHF     22,006,000       21,138,342       (1,227,698 )  
05/23/08   CHF     33,113,000       31,807,412       (1,727,928 )  
05/23/08   CHF     30,871,000       29,653,810       (1,610,552 )  
05/23/08   DKK     58,481,882       11,880,766       (356,463 )  
05/23/08   DKK     58,481,882       11,880,766       (352,926 )  
05/23/08   DKK     58,481,882       11,880,766       (350,042 )  
05/23/08   DKK     58,481,882       11,880,766       (359,059 )  
05/23/08   DKK     58,481,882       11,880,766       (353,381 )  
05/23/08   DKK     58,481,882       11,880,766       (353,972 )  
05/23/08   DKK     58,481,882       11,880,766       (359,059 )  
05/23/08   GBP     9,147,962       18,071,524       (340,569 )  
05/23/08   GBP     9,147,962       18,071,524       (329,263 )  
05/23/08   GBP     9,147,962       18,071,524       (326,948 )  
05/23/08   GBP     9,147,962       18,071,524       (322,466 )  
05/23/08   GBP     9,147,962       18,071,524       (335,776 )  
05/23/08   GBP     9,147,962       18,071,524       (339,938 )  
05/23/08   GBP     9,147,962       18,071,524       (340,853 )  
05/23/08   HKD     140,592,035       18,093,701       (35,743 )  
05/23/08   HKD     144,852,400       18,641,995       (36,348 )  
05/23/08   HKD     140,592,035       18,093,701       (35,349 )  
05/23/08   JPY     4,324,726,000       41,823,693       (1,047,088 )  
05/23/08   NOK     77,873,325       14,839,610       (370,931 )  
05/23/08   NOK     77,873,325       14,839,610       (356,135 )  
05/23/08   NOK     80,233,122       15,289,295       (372,471 )  
05/23/08   NZD     5,296,000       4,178,853       (94,604 )  
05/23/08   NZD     5,296,000       4,178,853       (94,313 )  
05/23/08   NZD     5,296,000       4,178,853       (93,571 )  
    $ 783,874,714     $ (18,273,859 )  

 

See accompanying notes to the financial statements.


17



GMO International Growth Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  102     CAC 40   March 2008   $ 7,428,991     $ (18,026 )  
  560     DAX   March 2008     143,433,294       (22,523,176 )  
  121     FTSE 100   March 2008     14,022,055       381,521    
  421     HANG SENG   March 2008     65,492,977       1,824,107    
  17     IBEX 35   March 2008     3,408,019       5,916    
  649     MSCI Singapore   March 2008     34,662,341       (981,474 )  
    $ 268,447,677     $ (21,311,132 )  
Sales      
  9     AEX   March 2008   $ 1,222,870     $ 17,158    
  101     OMXS 30   March 2008     1,585,573       9,648    
  593     S&P Toronto 60   March 2008     95,928,331       (1,003,258 )  
  102     S&P/MIB   March 2008     26,066,894       3,715,502    
  22     SPI 200   March 2008     2,850,729       18,346    
  59     TOPIX   March 2008     7,499,230       14,198    
    $ 135,153,627     $ 2,771,594    

 

As of February 29, 2008, for the futures contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


18



GMO International Growth Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

*  Non-income producing security.

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

(b)  As of February 29, 2008, the Fund elected to sell these rights but the sale did not occur until after the Fund's year end.

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

As of February 29, 2008, 87.84% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar
CAD - Canadian Dollar
CHF - Swiss Franc
DKK - Danish Krone
EUR - Euro
GBP - British Pound
HKD - Hong Kong Dollar
JPY - Japanese Yen
NOK - Norwegian Krone
NZD - New Zealand Dollar
SEK - Swedish Krona
SGD - Singapore Dollar
 

 

See accompanying notes to the financial statements.


19




GMO International Growth Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $9,842,147
(cost $3,344,536,920) (Note 2)
  $ 3,487,390,788    
Cash     37,683    
Foreign currency, at value (cost $1,918,529) (Note 2)     1,937,433    
Receivable for investments sold     393,732    
Receivable for Fund shares sold     30,490,483    
Dividends and interest receivable     6,301,186    
Foreign taxes receivable     1,077,631    
Unrealized appreciation on open forward currency contracts (Note 2)     30,530,395    
Receivable for collateral on open futures contracts (Note 2)     42,550,000    
Receivable for expenses reimbursed by Manager (Note 3)     241,599    
Total assets     3,600,950,930    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     14,053,192    
Payable for investments purchased     787,685    
Payable for Fund shares repurchased     28,945,610    
Payable to affiliate for (Note 3):  
Management fee     1,440,178    
Shareholder service fee     295,753    
Trustees and Chief Compliance Officer of GMO Trust fees     3,991    
Unrealized depreciation on open forward currency contracts (Note 2)     18,273,859    
Payable for variation margin on open futures contracts (Note 2)     1,669,727    
Accrued expenses     787,904    
Total liabilities     66,257,899    
Net assets   $ 3,534,693,031    

 

See accompanying notes to the financial statements.


20



GMO International Growth Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 3,223,555,710    
Accumulated undistributed net investment income     55,413,766    
Accumulated net realized gain     118,779,228    
Net unrealized appreciation     136,944,327    
    $ 3,534,693,031    
Net assets attributable to:  
Class III shares   $ 1,018,040,416    
Class IV shares   $ 2,516,652,615    
Shares outstanding:  
Class III     36,778,207    
Class IV     90,855,873    
Net asset value per share:  
Class III   $ 27.68    
Class IV   $ 27.70    

 

See accompanying notes to the financial statements.


21



GMO International Growth Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $9,618,573)   $ 104,135,505    
Interest     6,306,647    
Securities lending income     3,504,446    
Total investment income     113,946,598    
Expenses:  
Management fee (Note 3)     20,889,776    
Shareholder service fee – Class III (Note 3)     1,566,515    
Shareholder service fee – Class IV (Note 3)     2,675,629    
Custodian and fund accounting agent fees     1,748,085    
Transfer agent fees     49,404    
Audit and tax fees     78,163    
Legal fees     86,207    
Trustees fees and related expenses (Note 3)     39,172    
Miscellaneous     47,735    
Total expenses     27,180,686    
Fees and expenses reimbursed by Manager (Note 3)     (1,992,670 )  
Expense reductions (Note 2)     (3,591 )  
Net expenses     25,184,425    
Net investment income (loss)     88,762,173    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     553,419,883    
Closed futures contracts     17,569,576    
Foreign currency, forward contracts and foreign currency related transactions     17,929,312    
Net realized gain (loss)     588,918,771    
Change in net unrealized appreciation (depreciation) on:  
Investments     (417,324,719 )  
Open futures contracts     (19,143,679 )  
Foreign currency, forward contracts and foreign currency related transactions     6,553,460    
Net unrealized gain (loss)     (429,914,938 )  
Net realized and unrealized gain (loss)     159,003,833    
Net increase (decrease) in net assets resulting from operations   $ 247,766,006    

 

See accompanying notes to the financial statements.


22



GMO International Growth Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 88,762,173     $ 60,256,121    
Net realized gain (loss)     588,918,771       447,234,776    
Change in net unrealized appreciation (depreciation)     (429,914,938 )     117,750,593    
Net increase (decrease) in net assets from operations     247,766,006       625,241,490    
Distributions to shareholders from:  
Net investment income  
Class III     (12,574,532 )     (14,069,563 )  
Class IV     (33,113,153 )     (41,057,231 )  
Total distributions from net investment income     (45,687,685 )     (55,126,794 )  
Net realized gains  
Class III     (165,474,422 )     (169,426,500 )  
Class IV     (436,843,880 )     (223,169,718 )  
Total distributions from net realized gains     (602,318,302 )     (392,596,218 )  
      (648,005,987 )     (447,723,012 )  
Net share transactions (Note 7):  
Class III     195,928,030       (2,236,726,776 )  
Class IV     (76,118,558 )     2,754,412,787    
Increase (decrease) in net assets resulting from net share
transactions
    119,809,472       517,686,011    
Total increase (decrease) in net assets     (280,430,509 )     695,204,489    
Net assets:  
Beginning of period     3,815,123,540       3,119,919,051    
End of period (including accumulated undistributed net investment
income of $55,413,766 and distributions in excess of net
investment income of $9,457,346, respectively)
  $ 3,534,693,031     $ 3,815,123,540    

 

See accompanying notes to the financial statements.


23




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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 31.37     $ 29.90     $ 27.22     $ 23.67     $ 16.83    
Income (loss) from investment operations:  
Net investment income (loss)      0.69       0.77       0.53       0.40       0.29    
Net realized and unrealized gain (loss)     1.28       4.80       3.57       3.94       6.81    
Total from investment operations     1.97       5.57       4.10       4.34       7.10    
Less distributions to shareholders:  
From net investment income     (0.40 )     (0.49 )     (0.10 )     (0.33 )     (0.26 )  
From net realized gains     (5.26 )     (3.61 )     (1.32 )     (0.46 )        
Total distributions     (5.66 )     (4.10 )     (1.42 )     (0.79 )     (0.26 )  
Net asset value, end of period   $ 27.68     $ 31.37     $ 29.90     $ 27.22     $ 23.67    
Total Return(a)      5.04 %     19.21 %     15.54 %     18.66 %     42.33 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,018,040     $ 950,332     $ 3,119,919     $ 1,653,053     $ 565,104    
Net expenses to average daily
net assets
    0.67 %(b)      0.67 %     0.68 %     0.69 %     0.69 %  
Net investment income to average daily
net assets
    2.13 %     2.46 %     1.89 %     1.64 %     1.38 %  
Portfolio turnover rate     92 %     74 %     57 %     52 %     63 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.05 %     0.05 %     0.08 %     0.09 %     0.16 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


24



GMO International Growth Equity Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
July 12, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 31.38     $ 29.92    
Income (loss) from investment operations:  
Net investment income (loss)      0.73       0.20    
Net realized and unrealized gain (loss)     1.26       4.48    
Total from investment operations     1.99       4.68    
Less distributions to shareholders:  
From net investment income     (0.41 )     (0.50 )  
From net realized gains     (5.26 )     (2.72 )  
Total distributions     (5.67 )     (3.22 )  
Net asset value, end of period   $ 27.70     $ 31.38    
Total Return(a)      5.11 %     15.79 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,516,653     $ 2,864,791    
Net expenses to average daily net assets     0.61 %(b)      0.61 %*   
Net investment income to average daily net assets     2.24 %     1.01 %*   
Portfolio turnover rate     92 %     74 %††   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.05 %     0.05 %*   

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

††  Calculation represents portfolio turnover of the Fund for the year ended February 28, 2007.

See accompanying notes to the financial statements.


25




GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

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 Funds into classes.

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the S&P/Citigroup Primary Market Index ("PMI") Europe, Pacific, Asia Composite ("EPAC") Growth Index. The Fund typically makes equity investments in companies from developed countries, other than the U.S.

As of February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class IV. Each class of shares bears a different level of shareholder service 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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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


26



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

before the close of the NYSE. As a result, foreign equity securities are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


27



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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.


28



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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

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


29



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, the Fund had loaned securities valued by the Fund at $9,842,147, collateralized by cash in the amount of $14,053,192 which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.


30



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

U.S. GAAP and tax accounting differences primarily relate to distribution character reclassifications, foreign currency transactions, losses on wash sale transactions, derivative contract transactions and passive foreign investment company transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 21,796,624     $ (21,796,624 )   $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 263,403,378     $ 176,144,020    
Long-term capital gains     384,602,609       271,578,992    
Total distributions   $ 648,005,987     $ 447,723,012    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 70,716,798    
Undistributed long-term capital gain   $ 122,411,183    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 3,348,408,494     $ 365,574,122     $ (226,591,828 )   $ 138,982,294    

 


31



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact


32



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.52% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares and 0.09% for Class IV shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.52% of the 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 29, 2008 was $33,560 and $16,861, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.


33



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

4.  Purchases and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments, for the year ended February 29, 2008 aggregated $3,534,185,897 and $3,954,757,320, 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 29, 2008, 31.53% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.01% of the Fund's shares were held by two related parties comprised of certain GMO employee accounts, and 95.11% of the Fund's shares were held by accounts for which the Manager has investment discretion.


34



GMO International Growth Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     6,367,909     $ 201,027,055       10,949,574     $ 338,325,961    
Shares issued to shareholders
in reinvestment of distributions
    5,685,508       173,931,678       5,869,582       179,928,725    
Shares repurchased     (5,568,633 )     (179,030,703 )     (90,878,436 )     (2,754,981,462 )  
Net increase (decrease)     6,484,784     $ 195,928,030       (74,059,280 )   $ (2,236,726,776 )  
    Year Ended
February 29, 2008
  Period from July 12, 2006
(commencement of operations)
through February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     20,701,601     $ 636,413,259       90,200,139     $ 2,723,394,473    
Shares issued to shareholders
in reinvestment of distributions
    15,300,242       469,510,148       8,553,466       264,644,244    
Shares repurchased     (36,433,738 )     (1,182,041,965 )     (7,465,837 )     (233,625,930 )  
Net increase (decrease)     (431,895 )   $ (76,118,558 )     91,287,768     $ 2,754,412,787    

 


35




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") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


36



GMO International Growth Equity Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.67 %   $ 1,000.00     $ 975.50     $ 3.29    
2) Hypothetical     0.67 %   $ 1,000.00     $ 1,021.53     $ 3.37    
Class IV  
1) Actual     0.61 %   $ 1,000.00     $ 975.90     $ 3.00    
2) Hypothetical     0.61 %   $ 1,000.00     $ 1,021.83     $ 3.07    

 

*  Expenses are calculated using each Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days, divided by 366 days in the year.


37



GMO International Growth Equity Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $384,602,609 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $9,579,582 and recognized foreign source income of $113,754,078.

For taxable, non-corporate shareholders, 28.44% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $2,914,874 and $217,715,692, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


38



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


39



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


40



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


41



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


42




GMO International Small Companies Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO International Small Companies Fund

(A Series of GMO Trust)

Portfolio Managers

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

Management Discussion and Analysis of Fund Performance

The GMO International Small Companies Fund returned -2.0% for the fiscal year ended February 29, 2008, as compared to -1.9% for the S&P/Citigroup EMI World ex-U.S. Index. Consistent with the Fund's investment objectives and policies, the Fund was invested substantially in international equity securities throughout the period.

Stock selection was strong overall, especially within Information Technology, Industrial, and Materials stocks. Australian fertilizer company Incitec Pivot Ltd., Hong Kong shipper Pacific Basin Shipping Ltd., and Canadian mining company Aur Resources were among the most significant contributors. U.K. homebuilder Taylor Wimpey and U.K. building supply company Travis Perkins were among the greatest detractors.

Country allocation had minimal impact on relative performance as underweighting Spain and overweighting Singapore helped relative returns, but underweighting Canada and overweighting Ireland detracted somewhat. The Fund also maintains an allocation to emerging markets, which outperformed, adding additional value.

Currency allocation also added value as our underweight to the British pound and exposure to emerging markets currencies worked well. Our underweight to the Australian dollar offset some of the benefit. The U.S. dollar weakened relative to most foreign currencies, which boosted returns for U.S. investors. The MSCI EAFE Index returned 10% more in U.S. dollar terms than in local currency.

Sector exposures had a small positive impact from underweighting Consumer Discretionary and overweighting Materials.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and 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. 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. All information is unaudited.



GMO International Small Companies Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     93.6 %  
Short-Term Investments     4.7    
Preferred Stocks     2.5    
Forward Currency Contracts     0.3    
Rights and Warrants     0.0    
Futures     (0.3 )  
Other     (0.8 )  
      100.0 %  
Country Summary   % of Equity Investments  
Japan     17.9 %  
United Kingdom     14.6    
Germany     7.9    
Australia     7.8    
Canada     7.6    
France     5.4    
Netherlands     4.0    
Sweden     4.0    
Italy     3.9    
Switzerland     3.6    
Singapore     2.9    
Belgium     2.1    
Finland     2.0    
Brazil     1.9    
South Korea     1.8    
Hong Kong     1.6    
Taiwan     1.6    
Ireland     1.4    
Greece     1.3    
China     0.9    
Thailand     0.8    
Russia     0.7    
Austria     0.7    
India     0.5    
Spain     0.4    
Portugal     0.4    
Malaysia     0.4    
Norway     0.4    
Turkey     0.4    
South Africa     0.2    
Denmark     0.2    
Israel     0.2    
Hungary     0.2    
New Zealand     0.1    
Philippines     0.1    
Poland     0.1    
Indonesia     0.0    
      100.0 %  

 


1



GMO International Small Companies Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary   % of Equity Investments  
Industrials     22.3 %  
Financials     17.3    
Consumer Discretionary     15.5    
Materials     15.4    
Information Technology     7.8    
Energy     7.8    
Consumer Staples     5.5    
Health Care     4.7    
Utilities     2.0    
Telecommunication Services     1.7    
      100.0 %  

 


2




GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 93.6%  
      Australia — 7.5%  
    52,740     BlueScope Steel Ltd     527,567    
    251,627     Boral Ltd     1,398,754    
    98,399     Cabcharge Australia Ltd     869,686    
    31,614     Cochlear Ltd     1,576,136    
    1,687,677     Commonwealth Property Office Fund     2,022,106    
    939,440     CSR Ltd     2,926,890    
    211,590     David Jones Ltd     788,959    
    193,742     DB RREEF Trust     298,009    
    393,680     Downer Edi Ltd     2,248,438    
    70,552     Flight Centre Ltd     1,762,716    
    491,449     Great Southern Ltd     768,524    
    349,915     Gunns Ltd     1,055,176    
    59,884     Incitec Pivot Ltd     8,133,584    
    112,092     Independence Group NL     938,761    
    839,394     ING Industrial Fund Unit     1,615,561    
    863,144     ING Office Fund     1,056,135    
    186,451     JB Hi-Fi Ltd     1,818,292    
    527,939     Macmahon Holdings Ltd     825,981    
    857,701     Macquarie CountryWide Trust     980,283    
    1,685,863     Macquarie DDR Trust     945,891    
    3,045,429     Macquarie Office Trust     3,043,784    
    333,680     MFS Ltd     307,731    
    181,970     Minara Resources Ltd     1,072,347    
    202,237     Mincor Resources     615,577    
    121,339     Mirvac Group Ltd     430,114    
    898,701     Mount Gibson Iron Ltd *      2,834,373    
    119,127     Oxiana Ltd     427,545    
    1,742,850     Pan Australian Resources Ltd *      1,681,513    
    764,444     PaperlinX Ltd     1,489,110    
    293,109     Queensland Gas Co Ltd *      1,157,168    
    210,599     Sally Malay Mining Ltd     946,782    

 

See accompanying notes to the financial statements.


3



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Australia — continued  
    95,083     Seek Ltd     570,801    
    61,809     Sims Group Ltd     1,847,545    
    104,960     Straits Resources Ltd     732,172    
    564,516     Tishman Speyer Office Fund     762,098    
    66,078     West Australian Newspapers Holdings Ltd     693,712    
    Total Australia     51,169,821    
      Austria — 0.7%  
    76,675     Austrian Airlines *      598,678    
    16,762     Flughafen Wien AG     1,916,645    
    19,232     Mayr-Melnhof Karton AG (Bearer)     1,957,108    
    Total Austria     4,472,431    
      Belgium — 2.1%  
    92,159     AGFA-Gevaert NV     889,080    
    25,508     CMB Cie Maritime Belge     1,894,542    
    4,721     Cofinimmo SA     968,261    
    76,191     Cumerio     3,469,040    
    54,010     Euronav SA     2,091,117    
    9,867     EVS Broadcast Equipment SA     1,014,223    
    26,685     GIMV NV     1,886,158    
    38,931     Tessenderlo Chemie     1,729,392    
    Total Belgium     13,941,813    
      Brazil — 0.3%  
    15,856     Companhia Saneamento Basico Sao Paulo     376,921    
    16,500     Companhia Siderurgica Nacional SA     615,664    
    7,300     Duratex SA (Preferred Shares)     148,927    
    6,000     Tele Norte Leste Participacoes SA     226,716    
    6,070     Unibanco-Uniao de Bancos Brasileiros SA GDR     823,213    
    Total Brazil     2,191,441    

 

See accompanying notes to the financial statements.


4



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Canada — 7.3%  
    100,100     Ace Aviation Holdings Inc Class A *      2,392,026    
    98,000     Aecon Group Inc     1,738,461    
    34,800     AGF Management Ltd Class B     830,886    
    55,500     Baytex Trust     1,197,120    
    105,300     Biovail Corp     1,494,581    
    200,500     CGI Group Inc *      2,220,422    
    99,800     Daylight Resources Trust     910,545    
    11,900     Dorel Industries Inc Class B     349,776    
    8,200     Empire Co Ltd     313,920    
    169,200     Equinox Minerals Ltd *      971,278    
    104,700     Gerdau Ameristeel Corp     1,549,890    
    110,800     Hudbay Minerals Inc *      2,116,373    
    23,500     Industrial Alliance Insurance & Financial Services Inc     840,437    
    73,200     Kingsway Financial Services Inc     970,546    
    50,200     Laurentian Bank of Canada     2,049,313    
    41,000     Linamar Corp     583,185    
    24,900     Major Drilling Group International Inc *      1,442,012    
    80,900     Mercator Minerals Ltd *      925,511    
    103,400     Methanex Corp     2,988,804    
    163,500     Neo Materials Technologies Inc *      694,366    
    229,400     Northgate Minerals Corp *      713,197    
    85,000     Oilexco Inc *      1,298,857    
    24,500     Open Text Corp *      789,327    
    73,900     Petrobank Energy and Resources Ltd *      4,352,535    
    115,771     Quebecor Inc Class B     3,476,953    
    63,500     RONA Inc *      897,419    
    45,000     Rothmans Inc (a)      1,173,635    
    87,500     Russel Metals Inc     2,271,400    
    82,700     Saskatchewan Wheat Pool Inc *      1,076,339    
    13,100     ShawCor Ltd     414,728    
    116,500     Sino Forest Corp *      2,246,553    
    20,100     Torstar Corp Class B     345,330    
    102,900     Transcontinental Inc     1,704,110    
    64,900     Trican Well Service Ltd     1,134,802    
    67,400     TriStar Oil & Gas Ltd *      1,030,602    
    Total Canada     49,505,239    

 

See accompanying notes to the financial statements.


5



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      China — 0.9%  
    174,000     Aluminum Corp of China Ltd     337,528    
    66,920     Angang Steel Co Ltd Class H     175,064    
    304,000     China CITIC Bank *      165,289    
    172,000     China Cosco Holdings Co Ltd     500,832    
    594,992     China Petroleum & Chemical Corp Class H     650,268    
    110,000     China Shipping Development Co Ltd Class H     340,226    
    5,030     China Telecom Corp Ltd ADR     369,252    
    604,000     CNOOC Ltd     1,003,093    
    104,000     Cosco Pacific Ltd     224,316    
    256,000     Datang International Power Generation Co Ltd     171,748    
    461,600     Denway Motors Ltd     233,324    
    288,000     Huaneng Power International Inc Class H     235,321    
    126,000     Jiangxi Copper Co Ltd Class H     291,575    
    508,000     Peace Mark Holdings Ltd     566,600    
    72,000     Shanghai Industrial Holdings Ltd     293,608    
    188,000     Yanzhou Coal Mining Co Ltd Class H     306,698    
    Total China     5,864,742    
      Denmark — 0.2%  
    13,300     D/S Norden     1,449,610    
      Finland — 2.0%  
    93,502     Amer Sports Oyj Class A     1,953,006    
    80,707     Nokian Renkaat Oyj     3,318,121    
    128,771     OKO Bank     2,248,393    
    45,400     Orion Oyj     969,940    
    33,186     Outotec Oyj     1,832,883    
    24,200     Rakentajain Konevuokr     564,638    
    132,843     Tietoenator Oyj     2,493,638    
    Total Finland     13,380,619    

 

See accompanying notes to the financial statements.


6



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      France — 5.1%  
    8,945     Air France     241,000    
    2,145     Areva     2,272,069    
    27,352     Arkema *      1,555,605    
    7,903     BIC SA     499,697    
    10,306     bioMerieux     1,177,663    
    2,728     Bollore     556,868    
    4,957     Casino Guichard-Perrachon SA     560,672    
    4,044     Cie Generale de Geophysique *      986,571    
    10,866     Ciments Francais     1,714,996    
    7,370     Euler Hermes SA     753,444    
    11,917     Fonciere des Regions     1,745,739    
    43,047     Gemalto NV *      1,196,703    
    22,275     Groupe Steria SCA     664,351    
    16,619     IMS International Metal Service     611,626    
    17,839     Ipsen SA     1,079,960    
    46,654     Maurel et Prom     896,793    
    35,890     Nexans SA     3,918,488    
    40,272     Publicis Groupe     1,454,336    
    21,960     Rallye SA     1,294,303    
    44,131     Recyclex SA *      990,350    
    50,590     SCOR SE     1,145,297    
    51,415     UbiSoft Entertainment SA *      4,321,319    
    32,128     Valeo SA     1,215,183    
    3,181     Vilmorin & Cie     536,215    
    20,328     Wendel Investissement     2,292,660    
    24,706     Zodiac SA     1,285,582    
    Total France     34,967,490    
      Germany — 7.1%  
    169,465     Aixtron AG *      2,243,320    
    86,329     Altana AG     2,010,964    
    54,378     Arques Industries AG     1,146,782    
    51,767     Balda AG * (a)      463,595    
    18,981     Bechtle AG     572,937    

 

See accompanying notes to the financial statements.


7



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Germany — continued  
    30,326     Comdirect Bank AG     373,564    
    14,397     Douglas Holdings AG     764,009    
    8,405     ElringKlinger AG     876,074    
    56,303     GEA Group AG *      1,821,605    
    69,377     Gildemeister AG     1,616,608    
    118,422     Hannover Rueckversicherungs AG (Registered) (a)      5,653,400    
    92,725     IKB Deutsche Industriebank AG *      804,700    
    2,309     K&S AG     671,860    
    24,695     Kloeckner & Co AG     1,142,020    
    11,644     Krones AG     900,519    
    23,363     Leonische Drahtwerke AG     972,593    
    44,146     Medion AG *      1,133,446    
    132,109     Norddeutsche Affinerie AG (a)      5,335,833    
    3,017     Puma AG Rudolf Dassler Sport     1,073,457    
    6,914     Q-Cells AG *      557,366    
    106,871     Rhoen-Klinikum AG     3,079,968    
    2,109     Salzgitter AG     369,670    
    71,157     SGL Carbon AG *      3,949,067    
    13,072     Solon AG Fuer Solartechnik *      998,308    
    20,199     Stada Arzneimittel AG     1,415,253    
    186,560     Suedzucker AG     4,112,867    
    76,772     TUI AG *      1,848,249    
    18,270     Vossloh AG     2,521,598    
    Total Germany     48,429,632    
      Greece — 1.2%  
    454,502     Alapis Holding Industrial & Commercial SA *      1,468,739    
    33,052     Babis Vovos International *      1,013,854    
    74,742     Hellenic Exchanges SA     1,801,692    
    142,559     Hellenic Technodomiki Tev SA     1,746,038    
    40,484     Intralot SA     755,402    
    23,694     Quintana Maritime Ltd     545,673    
    190,551     Technical Olympic SA *      219,886    
    27,086     Tsakos Energy Navigation Ltd     886,254    
    Total Greece     8,437,538    

 

See accompanying notes to the financial statements.


8



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Hong Kong — 1.5%  
    88,000     Asia Satellite Telecommunications Holdings Ltd     168,648    
    168,400     Dah Sing Financial Services     1,235,824    
    1,128,000     Far East Consortium International Ltd     499,310    
    1,199,200     HKR International Ltd     921,242    
    46,000     Kingboard Chemical Holdings Ltd     204,462    
    1,022,000     Midland Holdings Ltd     1,360,872    
    2,570,000     Pacific Basin Shipping Ltd     4,258,584    
    68,000     Ports Design Ltd     201,038    
    615,000     Sun Hung Kai & Co Ltd     594,237    
    210,000     VTech Holdings Ltd     1,035,243    
    Total Hong Kong     10,479,460    
      Hungary — 0.2%  
    55,440     Magyar Telekom Nyrt     267,563    
    4,200     MOL Magyar Olaj es Gazipari Nyrt (New Shares)     572,153    
    1,530     Richter Gedeon Nyrt     330,264    
    Total Hungary     1,169,980    
      India — 0.5%  
    108,000     Ambuja Cement Ltd Sponsored GDR     326,160    
    5,500     Bajaj Auto Ltd Sponsored GDR     305,250    
    6,100     GAIL India Ltd GDR     384,300    
    68,700     Hindalco Industries Ltd GDR 144A     331,821    
    22,000     Mahindra & Mahindra Ltd Sponsored GDR     370,907    
    32,100     Satyam Computer Services Ltd ADR     801,858    
    30,700     Tata Motors Ltd Sponsored ADR     537,864    
    Total India     3,058,160    
      Indonesia — 0.0%  
    283,500     Bank Rakyat Indonesia     220,078    
      Ireland — 1.4%  
    199,914     DCC Plc     5,029,896    
    1,235,119     Fyffes Plc     1,723,963    

 

See accompanying notes to the financial statements.


9



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Ireland — continued  
    123,067     Grafton Group Plc *      998,703    
    13,367     Kerry Group Plc     419,416    
    1,302,945     Total Produce Ltd     1,120,970    
    Total Ireland     9,292,948    
      Israel — 0.2%  
    76,960     Bank Hapoalim BM     328,828    
    69,390     Bank Leumi Le     318,819    
    11,310     Check Point Software Technologies Ltd *      247,915    
    9,140     Teva Pharmaceutical Industries Ltd Sponsored ADR     448,500    
    Total Israel     1,344,062    
      Italy — 3.3%  
    75,441     Azimut Holding SPA     863,001    
    80,913     Banca Italease SPA     781,054    
    142,687     Benetton Group SPA     1,889,232    
    1,400,808     Beni Stabili SPA     1,575,838    
    177,554     Bulgari SPA     1,976,879    
    65,697     Buzzi Unicem SPA     1,611,794    
    305,053     Cementir SPA     2,679,451    
    86,797     Danieli and Co SPA (Savings Shares)     1,820,401    
    86,211     ERG SPA     1,661,249    
    78,445     Indesit Company SPA     978,740    
    9,208     Italmobiliare SPA     830,487    
    35,024     Italmobiliare SPA-RNC     2,233,737    
    341,277     Milano Assicurazioni SPA     2,236,369    
    32,461     Pirelli & Co Real Estate SPA     1,255,829    
    Total Italy     22,394,061    
      Japan — 17.2%  
    108,200     Aderans Co Ltd     1,962,986    
    212,100     Alps Electric Co Ltd     2,478,439    
    136,400     AOC Holdings Inc     1,419,488    
    39,000     Avex Group Holding Inc (a)      442,405    

 

See accompanying notes to the financial statements.


10



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Japan — continued  
    317,000     Calsonic Kansei Corp     1,306,327    
    30,000     Capcom     822,756    
    294,000     Central Glass Co Ltd     1,298,111    
    68,000     Chiba Kogyo Bank Ltd *      863,241    
    148,800     Daiei Inc *      945,600    
    313,000     Daiichi Chuo Kisen Kaisha     2,259,537    
    34,000     Daiichikosho Co Ltd     335,622    
    594,000     Daikyo Inc     1,402,350    
    192,000     Daio Paper Corp (a)      1,383,480    
    52,800     Daiseki Co Ltd     1,500,095    
    314,000     Daiwabo Co Ltd     782,580    
    307     DeNa Co Ltd     1,989,249    
    62,200     Edion Corp     611,659    
    64,700     Foster Electric Co Ltd     1,608,826    
    186,000     Fujitsu General Ltd *      664,032    
    42,800     Futaba Industrial Co Ltd     1,036,923    
    58,900     GLORY Ltd     1,338,494    
    289,000     Godo Steel     921,703    
    57,100     H.I.S. Co Ltd     955,821    
    24,000     Hamamatsu Photonics KK     726,544    
    435,000     Hanwa Co Ltd     2,004,894    
    428,400     Haseko Corp *      646,136    
    25,200     Hisamitsu Pharmaceutical Co Inc     803,590    
    663,000     Hitachi Zosen Corp *      667,829    
    129,700     Hosiden Corp     2,225,501    
    240,000     Ishihara Sangyo Kaisha Ltd *      537,982    
    625,000     Iwatani International Corp (a)      1,741,256    
    257,000     JACCS Co Ltd     1,080,247    
    53,400     Joint Corp     689,286    
    43,000     Kaga Electronics Co Ltd     540,562    
    259     Kakaku.com Inc     1,469,632    
    150,000     Kamigumi Co Ltd     1,131,720    
    58,000     Kanto Tsukuba Bank Ltd     308,216    
    252,000     Kayaba Industry Co     1,028,130    

 

See accompanying notes to the financial statements.


11



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Japan — continued  
    660     Kenedix Inc     872,110    
    131     Kenedix Realty Investment Corp     791,157    
    400,000     Kiyo Holdings Inc     612,115    
    1,488     KK DaVinci Advisors *      1,252,796    
    24,000     Kobayashi Pharmaceutical Co Ltd     944,188    
    72,200     Kohnan Shoji Co Ltd     853,789    
    90,000     Koito Manufacturing Co Ltd     1,179,604    
    85,000     Kojima Co Ltd (a)      446,156    
    428,000     Kurabo Industries Ltd     903,481    
    292,000     Kyokuyo Co Ltd     504,598    
    104,000     Kyudenko Corp     523,878    
    365,000     Maeda Corp (a)      1,167,438    
    472,525     Maruha Group Inc     691,295    
    156,000     Meiji Dairies Corp     894,193    
    36,700     Miraca Holdings Inc     787,224    
    290,000     Mitsui Mining Co Ltd *      1,014,863    
    110     Mixi Inc *      1,282,646    
    251,000     Mizuho Investors Securities     344,381    
    192,000     Nagase & Co     1,956,716    
    128,000     Nidec Sankyo Corp     1,047,877    
    59,500     Nihon Kohden Corp     1,200,184    
    111,000     Nikkiso Co Ltd     725,329    
    191,000     Nippon Corp     1,255,996    
    132,000     Nippon Denko Co Ltd     1,201,260    
    266,000     Nippon Flour Mills Co Ltd     1,079,694    
    722,000     Nippon Light Metal     1,114,460    
    84,000     Nippon Synthetic Chemical Industry Co Ltd     498,084    
    240,000     Nippon Yakin Koguo Co Ltd     2,278,910    
    61,000     Nipro Corp     1,167,626    
    460,000     Nissan Shatai Co Ltd     3,930,203    
    33,300     Nissha Printing Co Ltd     1,403,642    
    36,000     Nissin Kogyo Co Ltd     638,213    
    175,000     Ogaki Kyoritsu Bank Ltd     963,641    
    260,000     Okasan Securities Co Ltd     1,447,996    

 

See accompanying notes to the financial statements.


12



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Japan — continued  
    23,800     Okinawa Electric Power Co     947,893    
    197     Osaka Securities Exchange Co Ltd     1,013,781    
    102,000     Pacific Metals Co Ltd     1,218,686    
    450,000     Penta Ocean Construction Co Ltd * (a)      567,167    
    14,880     Point Inc     542,824    
    95,100     Q.P. Corp     945,678    
    140,000     Rengo Co Ltd     756,875    
    603     Round One Corp     691,146    
    119,000     Ryobi Ltd     497,285    
    23,800     Ryohin Keikaku Co Ltd     1,265,171    
    100,600     Ryosan Co     2,401,892    
    67,000     Sanki Engineering     438,325    
    458,000     Sankyo-Tateyama Holdings Inc     584,895    
    147,000     Sankyu Inc     701,278    
    21,000     Sawai Pharmaceuticals Co Ltd     971,293    
    141,000     Seino Holdings Co Ltd     934,549    
    38,100     Shima Seiki Manufacturing Ltd     1,624,871    
    34,500     Shimachu Co     891,872    
    36,900     Shinko Plantech Co Ltd     491,039    
    202,000     Shinwa Kaiun Kaisha Ltd     1,323,136    
    41,000     Showa Corp     361,728    
    100,000     SMK Corp     588,580    
    39,900     Sugi Pharmacy Co Ltd     1,073,080    
    543,000     Sumitomo Light Metal Industry     733,356    
    161,000     Taihei Kogyo Co Ltd     643,201    
    398,000     TOA Corp *      322,269    
    291,000     Toho Gas Co Ltd     1,528,808    
    117,800     Tokyo Steel Manufacturing Co     1,408,227    
    448,000     Topy Industries Ltd     1,209,119    
    79,000     Toshiba Plant Systems & Services Corp     691,968    
    155,000     Towa Real Eatate Development (a)      214,989    
    75,000     Toyo Suisan Kaisha Ltd     1,222,470    
    463,000     Toyo Tire & Rubber Co Ltd     1,276,847    
    43,000     Tsumura & Co     886,659    

 

See accompanying notes to the financial statements.


13



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Japan — continued  
    118,000     Uchida Yoko Co Ltd     500,577    
    131,000     Uniden Corp     814,065    
    18,000     Union Tool Co     641,770    
    70     United Urban Investment Corp     446,178    
    383,000     Unitika Ltd     379,029    
    411,000     Yokohama Rubber Co     2,114,737    
    Total Japan     116,774,305    
      Malaysia — 0.4%  
    181,000     Genting Berhad     382,879    
    210,385     IOI Corp Berhad     523,272    
    79,500     MISC Berhad     222,214    
    53,400     Public Bank Berhad     174,449    
    283,000     Resorts World Berhad     327,313    
    150,471     Sime Darby Berhad *      546,396    
    41,222     Tanjong Plc     204,796    
    79,600     Telekom Malaysia Berhad     281,013    
    Total Malaysia     2,662,332    
      Netherlands — 3.9%  
    106,804     Boskalis Westminster     5,897,017    
    47,300     Chicago Bridge & Iron Co NV (NY Shares)     2,200,396    
    70,649     CSM     2,178,772    
    17,073     Fugro NV     1,288,040    
    27,549     Hunter Douglas NV     1,599,657    
    35,735     Koninklijke Wessanen NV     478,196    
    114,136     OCE NV     2,116,717    
    103,963     Qiagen NV *      2,304,907    
    15,003     Smit International NV     1,394,984    
    55,870     SNS Reaal     1,177,119    
    49,975     Tele Atlas NV *      2,121,654    
    6,928     TomTom NV *      324,667    
    9,625     Vastned NV     983,452    
    18,456     Wereldhave NV     2,230,924    
    Total Netherlands     26,296,502    

 

See accompanying notes to the financial statements.


14



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      New Zealand — 0.1%  
    351,616     Fisher & Paykel Healthcare Corp Ltd     738,091    
      Norway — 0.4%  
    20,200     Frontline Ltd     921,331    
    294,500     Golden Ocean Group Ltd     1,650,552    
    Total Norway     2,571,883    
      Philippines — 0.1%  
    18,600     Ayala Corp     195,905    
    4,582     Philippine Long Distance Telephone Co     323,299    
    Total Philippines     519,204    
      Poland — 0.1%  
    4,620     KGHM Polska Miedz SA     213,789    
    17,370     Polski Koncern Naftowy Orlen SA *      294,661    
    Total Poland     508,450    
      Portugal — 0.4%  
    118,287     Banif SGPS SA (Registered Shares)     525,623    
    212,460     Jeronimo Martins SGPS SA     1,564,091    
    140,175     Redes Energeticas Nacionais SA *      727,182    
    Total Portugal     2,816,896    
      Russia — 0.6%  
    27,500     Comstar United Telesystems OJSC GDR     272,250    
    5,590     CTC Media Inc *      164,122    
    17,900     Gazpromneft Sponsored ADR     563,850    
    11,650     Mobile Telesystems Sponsored ADR     955,999    
    4,400     OAO Tatneft Sponsored GDR (Registered Shares)     552,200    
    6,240     Rostelecom ADR     426,504    
    9,800     Surgutneftegaz Sponsored ADR     450,800    
    18,300     Vimpel-Communications Sponsored ADR     635,559    
    2,390     Wimm-Bill-Dann Foods ADR     251,571    
    Total Russia     4,272,855    

 

See accompanying notes to the financial statements.


15



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Singapore — 2.8%  
    665,000     Allgreen Properties Ltd     597,637    
    296,000     Ezra Holdings Ltd     491,565    
    380,000     Indofood Agri Resources Ltd *      696,362    
    480,000     Kim Eng Holdings Ltd     751,262    
    453,000     KS Energy Services Ltd     743,980    
    386,000     MobileOne Ltd     551,978    
    1,101,100     Pacific Century Region Developments Ltd *      225,525    
    656,000     Raffles Education Corp Ltd     1,228,336    
    424,000     Singapore Airport Terminal Services Ltd     711,672    
    914,000     Singapore Petroleum Co     4,467,454    
    1,381,000     Singapore Post Ltd     1,095,474    
    349,000     Sino-Environment Technology Group Ltd *      310,445    
    764,000     Straits Asia Resources Ltd     2,088,964    
    325,000     Tat Hong Holdings Ltd     499,767    
    584,000     United Overseas Land     1,596,507    
    156,000     Venture Corp Ltd     1,124,790    
    505,000     Wheelock Properties Ltd     675,337    
    544,000     Wing Tai Holdings Ltd     820,738    
    Total Singapore     18,677,793    
      South Africa — 0.2%  
    56,200     African Bank Investments Ltd     221,399    
    12,600     ArcelorMittal South Africa Ltd     298,804    
    10,900     Barloworld Ltd     131,250    
    10,900     Freeworld Coatings Ltd *      13,626    
    20,600     Naspers Ltd Class N     389,888    
    145,950     Sanlam Ltd     346,847    
    11,000     Tiger Brands Ltd     195,792    
    Total South Africa     1,597,606    
      South Korea — 1.7%  
    14,130     Daegu Bank     193,273    
    2,310     Daelim Industrial Co Ltd     359,454    
    10,185     Daewoo Engineering & Construction Co Ltd     218,012    

 

See accompanying notes to the financial statements.


16



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      South Korea — continued  
    10,704     Hana Financial Group Inc     474,968    
    10,340     Hynix Semiconductor Inc *      265,897    
    3,741     Hyundai Development Co     266,777    
    5,440     Hyundai Mobis     417,569    
    12,020     Hyundai Motor Co     842,808    
    4,650     Hyundai Steel Co     359,763    
    16,710     Industrial Bank of Korea     269,411    
    10,400     Kookmin Bank     640,948    
    12,540     Korea Exchange Bank     175,358    
    4,030     Korean Air Lines Co Ltd     304,484    
    9,210     KT Corp ADR *      223,711    
    8,590     KT&G Corp     708,730    
    3,933     LG Chemicals Ltd     328,723    
    5,530     LG Corp     384,621    
    5,570     LG Electronics Inc     599,909    
    2,910     POSCO     1,600,567    
    14,990     Pusan Bank     198,364    
    21,910     Shinhan Financial Group Co Ltd     1,180,266    
    1,020     SK Corp     181,275    
    4,439     SK Energy Co Ltd     602,697    
    23,730     SK Telecom Co Ltd ADR     531,552    
    2,890     S-Oil Corp     204,199    
    15,800     Woori Finance Holdings Co Ltd     282,938    
    Total South Korea     11,816,274    
      Spain — 0.4%  
    25,568     Bolsas y Mercados Espanoles     1,278,857    
    25,836     Corp Financiera Alba     1,569,501    
    Total Spain     2,848,358    
      Sweden — 3.8%  
    47,250     Axfood AB     1,644,730    
    79,500     Boliden AB     909,111    
    83,100     D Carnegie AB     1,426,913    

 

See accompanying notes to the financial statements.


17



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Sweden — continued  
    102,700     Electrolux AB Series B     1,647,834    
    100,255     Getinge AB     2,549,953    
    108,900     Hexagon AB     2,226,238    
    246,617     Kinnevik Investment AB Class B     4,736,653    
    138,100     Kungsleden AB     1,636,604    
    95,900     NCC Class B     2,520,227    
    33,600     Ratos AB Series B     1,055,291    
    195,000     Securitas Direct AB Class B *      832,215    
    107,000     Trelleborg AB Class B     1,915,297    
    36,175     Vostok Gas Ltd *      2,653,501    
    Total Sweden     25,754,567    
      Switzerland — 3.4%  
    31,650     Actelion Ltd *      1,649,808    
    11,736     Baloise Holding Ltd     1,058,454    
    3,195     Banque Cantonale Vaudoise     1,650,372    
    11,014     Bucher Industries AG     2,794,053    
    2,486     Burckhardt Compression Holding AG     710,563    
    9,455     Charles Voegele Holding AG *      842,560    
    55,490     Ciba Specialty Chemical Holding Reg     2,219,627    
    170,810     Clariant AG *      1,462,294    
    1,572     Fischer (George) AG (Registered) *      784,315    
    1,727     Forbo Holdings AG (Registered) *      865,311    
    6,679     Galenica AG     2,566,115    
    4,578     Helvetia Patria Holding (Registered)     1,740,259    
    210     Hiestand Holding AG (Registered)     361,977    
    7,914     Logitech International *      202,599    
    5,975     Panalpina Welttransport Holding AG     1,002,564    
    14,758     PSP Swiss Property AG (Registered) *      904,275    
    15,885     Swiss Steel AG (Registered)     1,371,913    
    11,672     Temenos Group AG *      292,134    
    4,223     Verwaltungs & Private Bank     800,218    
    Total Switzerland     23,279,411    

 

See accompanying notes to the financial statements.


18



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Taiwan — 1.5%  
    158,000     Acer Inc     286,662    
    365,621     Advanced Semiconductor Engineering Inc     335,202    
    189,408     Asustek Computer Inc     522,908    
    294,256     AU Optronics Corp     561,260    
    102,000     Chi Mei Optoelectronics Corp     134,162    
    603,165     China Steel Corp     891,166    
    389,000     Chinatrust Financial Holding Co Ltd *      347,770    
    339,660     Chunghwa Telecom Co Ltd     844,506    
    319,859     Compal Electronics Inc     288,283    
    85,896     Far Eastern Textile Co Ltd     139,945    
    202,000     Far Eastone Telecommunications Co Ltd     282,071    
    216,995     Formosa Chemicals & Fibre Co     527,334    
    237,939     Formosa Plastics Corp     641,409    
    449,000     Fubon Financial Holding Co Ltd     488,655    
    49,435     High Tech Computer Corp     1,020,522    
    135,200     Hon Hai Precision Industry Co Ltd     806,619    
    45,340     MediaTek Inc     508,511    
    186,000     Mega Financial Holdings Co Ltd     132,817    
    192,060     Nan Ya Plastics Corp     452,311    
    251,395     Quanta Computer Inc     329,566    
    171,760     Siliconware Precision Industries Co     279,901    
    186,970     Taiwan Mobile Co Ltd     316,753    
    541,761     United Microelectronics Corp     321,569    
    Total Taiwan     10,459,902    
      Thailand — 0.7%  
    35,810     Advanced Info Service Pcl (Foreign Registered) (b)      117,929    
    90,580     Bangkok Bank Pcl NVDR (b)      369,833    
    168,000     Bangkok Dusit Medical Service Pcl (Foreign Registered) (b)      177,608    
    19,810     Banpu Pcl (Foreign Registered) (b)      296,806    
    1,326,100     IRPC Pcl (Foreign Registered) (b)      249,661    
    245,410     Kasikornbank Pcl NVDR (b)      676,414    
    130,680     PTT Exploration & Production Pcl (Foreign Registered) (b)      657,764    
    110,450     PTT Pcl (Foreign Registered) (b)      1,181,180    

 

See accompanying notes to the financial statements.


19



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Thailand — continued  
    36,450     Siam Cement Pcl NVDR (b)      247,730    
    202,380     Siam Commercial Bank Pcl (Foreign Registered) (b)      554,702    
    151,250     Thai Oil Pcl (Foreign Registered) (b)      374,002    
    Total Thailand     4,903,629    
      Turkey — 0.4%  
    12,170     Anadolu Efes Biracillik ve Malt Sanayii AS     134,166    
    15,800     Dogan Sirketler Grubu Holdings AS *      19,879    
    53,030     Eregli Demir ve Celik Fabrikalari TAS     372,883    
    58,960     Haci Omer Sabanci Holding AS     265,182    
    43,900     KOC Holding AS *      165,334    
    21,940     Tupras-Turkiye Petrol Rafineriler AS     556,246    
    86,630     Turkiye Garanti Bankasi     513,761    
    34,210     Turkiye Halk Bankasi AS *      216,475    
    90,470     Turkiye Vakiflar Bankasi TAO Class D     211,494    
    Total Turkey     2,455,420    
      United Kingdom — 14.0%  
    49,647     Admiral Group Plc     992,913    
    266,219     Aggreko Plc     3,089,992    
    31,198     AMEC Plc     475,906    
    297,219     Amlin Plc     1,624,592    
    85,357     Arriva Plc     1,149,268    
    90,257     Autonomy Corp Plc *      1,678,886    
    38,674     Aveva Group Plc     754,432    
    68,910     Babcock International Group     771,916    
    85,482     Barratt Developments Plc     691,590    
    421,780     BBA Aviation Plc     1,534,641    
    208,756     Beazley Group Plc     666,349    
    47,283     Bellway Plc     744,226    
    43,329     Berkeley Group Holdings Plc *      891,413    
    228,368     Bradford & Bingley Plc     1,005,573    
    316,345     Brit Insurance Holdings Plc     1,453,559    
    73,691     British Energy Group Plc     820,932    

 

See accompanying notes to the financial statements.


20



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      United Kingdom — continued  
    111,435     Britvic Plc     732,746    
    20,493     Bunzl Plc     281,636    
    32,872     Cairn Energy Plc *      1,763,640    
    69,421     Close Brothers Group Plc     901,623    
    110,113     Dairy Crest Group Plc     1,149,466    
    50,167     Dana Petroleum Plc (Ordinary Shares) *      1,320,578    
    91,633     De La Rue Plc     1,639,279    
    3,137,460     Dimension Data Holdings Plc     3,190,086    
    346,512     Drax Group Plc     3,973,683    
    302,289     Electrocomponents Plc     1,052,062    
    576,814     Game Group Plc     2,125,321    
    55,770     Greene King Plc     717,479    
    654,118     HMV Group Plc     1,635,495    
    183,075     Inchcape Plc     1,414,628    
    294,848     Inmarsat Plc     2,879,706    
    231,277     Johnston Press Plc     880,653    
    179,311     Kesa Electricals Plc     757,529    
    108,357     Ladbrokes Plc     650,669    
    328,338     LG Group Holdings Plc     2,267,565    
    101,471     Luminar Group Holdings Plc     705,335    
    140,118     Micro Focus International Plc     556,704    
    251,860     Misys Plc     741,729    
    62,090     National Express Group Plc     1,389,065    
    1,456,273     Northern Foods Plc     2,598,531    
    1,749,000     PartyGaming Plc *      906,719    
    173,232     Pennon Group Plc     2,193,374    
    208,088     Petrofac Ltd     2,268,606    
    92,959     Provident Financial Plc     1,472,745    
    23,426     Randgold Resources Ltd     1,206,820    
    38,882     Rotork Plc     761,997    
    150,760     RPS Group Plc     884,114    
    3,234,401     Signet Group Plc     3,899,210    
    409,980     Smith (David S.) Holdings Plc     1,283,808    
    450,381     Smith News Plc     901,284    

 

See accompanying notes to the financial statements.


21



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      United Kingdom — continued  
    39,813     Soco International PLC *      1,530,383    
    115,509     SSL International Plc     1,115,271    
    302,193     Stagecoach Group Plc     1,498,840    
    208,541     Taylor Woodrow Plc     705,650    
    207,572     TDG Plc     1,015,384    
    636,816     Tomkins Plc     2,135,085    
    131,062     Travis Perkins Plc     2,801,801    
    593,886     Trinity Mirror Plc     3,337,152    
    47,460     Tullow Oil Plc     588,334    
    79,696     VT Group Plc     1,047,092    
    186,654     Weir Group Plc (The)     2,855,637    
    222,603     WH Smith Plc     1,646,372    
    172,621     William Hill Plc     1,283,908    
    455,219     Wood Group (John) Plc     3,719,752    
    3,073,669     Woolworths Group Plc     654,117    
    Total United Kingdom     95,384,851    
    TOTAL COMMON STOCKS (COST $632,620,478)     636,107,454    
      PREFERRED STOCKS — 2.5%  
      Brazil — 1.6%  
    66,100     Aracruz SA Class B (Registered) 5.55%     478,034    
    38,206     Banco Bradesco SA 0.32%     1,192,878    
    44,520     Banco Itau Holding Financeira SA 2.81%     1,121,490    
    25,000     Bradespar SA 0.28%     650,464    
    22,483     Brasil Telecom Participacoes SA 4.46%     313,759    
    18,600     Brasil Telecom SA 3.98%     206,557    
    35,617     Companhia Energetica de Minas Gerais 2.29%     678,178    
    16,388     Companhia Paranaense de Energia Class B 2.20%     266,592    
    72,700     Companhia Vale do Rio Doce Class A 0.05%     2,143,470    
    14,700     Gerdau Metalurgica SA 2.65%     647,596    
    20,800     Gerdau SA 2.11%     679,681    
    102,822     Itausa-Investimentos Itau SA 0.11%     653,620    

 

See accompanying notes to the financial statements.


22



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
      Brazil — continued  
    55,900     Sadia SA 3.09%     316,010    
    9,370     Tele Norte Leste Participacoes ADR 3.52%     234,531    
    19,400     Tele Norte Leste Participacoes SA 0.19%     484,226    
    6,800     Telemar Norte Leste SA Class A 3.67%     365,916    
    Total Brazil     10,433,002    
      Germany — 0.4%  
    14,778     Draegerwerk AG 1.47%     834,556    
    34,859     Hugo Boss AG 3.05%     2,069,933    
    Total Germany     2,904,489    
      Italy — 0.5%  
    111,880     IFI Istituto Finanziario Industries *      3,161,124    
      Russia — 0.0%  
    330,840     Surgutneftegaz 5.78%     172,037    
    1,360     Surgutneftegaz Sponsored ADR 5.92%     65,960    
    Total Russia     237,997    
      South Korea — 0.0%  
    6,240     Hyundai Motor Co 4.03%     179,690    
    TOTAL PREFERRED STOCKS (COST $9,467,483)     16,916,302    
      RIGHTS AND WARRANTS — 0.0%  
      Brazil — 0.0%  
    617     Banco Bradesco SA Rights, Expires 02/22/08 * (c)      1,624    
      Sweden — 0.0%  
    100,255     Getinge AB Rights, Expires 03/14/08 *      38,615    
    TOTAL RIGHTS AND WARRANTS (COST $23,628)     40,239    

 

See accompanying notes to the financial statements.


23



GMO International Small Companies Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($) /
Shares
  Description   Value ($)  
      SHORT-TERM INVESTMENTS — 4.7%  
    15,400,000     Bank of America Time Deposit, 3.05%, due 03/03/08     15,400,000    
    16,390,450     Bank of New York Mellon Institutional Cash Reserves Fund (d)      16,390,450    
    TOTAL SHORT-TERM INVESTMENTS (COST $31,790,450)     31,790,450    
      TOTAL INVESTMENTS — 100.8%
(Cost $673,902,039)
    684,854,445    
      Other Assets and Liabilities (net) — (0.8%)     (5,318,827 )  
    TOTAL NET ASSETS — 100.0%   $ 679,535,618    

 

See accompanying notes to the financial statements.


24



GMO International Small Companies Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of
Currency
  Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
5/23/08   CAD     5,864,480     $ 5,948,789     $ 181,148    
5/23/08   CAD     5,864,480       5,948,789       181,488    
5/23/08   CAD     6,042,191       6,129,055       163,657    
5/23/08   CHF     7,105,000       6,824,862       354,713    
5/23/08   CHF     12,623,871       12,126,134       580,086    
5/23/08   CHF     12,252,580       11,769,482       541,871    
5/23/08   CHF     12,252,580       11,769,482       546,190    
5/23/08   GBP     1,331,000       2,629,351       33,089    
5/23/08   JPY     724,197,438       7,003,591       245,849    
5/23/08   JPY     702,897,513       6,797,603       233,295    
5/23/08   JPY     702,897,513       6,797,603       218,445    
5/23/08   NZD     5,643,251       4,452,854       2,812    
5/23/08   NZD     5,643,251       4,452,854       3,546    
5/23/08   NZD     5,814,259       4,587,790       2,839    
5/23/08   SEK     19,569,025       3,161,721       77,751    
5/23/08   SEK     19,569,025       3,161,721       76,104    
5/23/08   SEK     20,162,026       3,257,531       77,720    
5/23/08   SGD     6,241,267       4,489,447       47,580    
5/23/08   SGD     6,430,396       4,625,491       55,849    
5/23/08   SGD     6,241,267       4,489,447       48,930    
    $ 120,423,597     $ 3,672,962    
Sales  
5/23/08   AUD     15,649,684     $ 14,422,175     $ (179,867 )  
5/23/08   AUD     15,189,399       13,997,993       (168,197 )  
5/23/08   AUD     15,189,399       13,997,993       (182,779 )  
5/23/08   CAD     2,479,000       2,514,639       (71,810 )  
5/23/08   DKK     5,215,600       1,059,564       (32,022 )  
5/23/08   GBP     5,645,030       11,151,588       (198,987 )  
5/23/08   GBP     5,478,999       10,823,598       (197,206 )  
5/23/08   GBP     5,478,999       10,823,598       (203,600 )  

 

See accompanying notes to the financial statements.


25



GMO International Small Companies Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Currency Contracts — continued

Settlement
Date
  Deliver/Receive   Units of
Currency
  Value   Net Unrealized
Appreciation
(Depreciation)
 
5/23/08   HKD     19,756,479     $ 2,542,589     $ (5,023 )  
5/23/08   HKD     19,756,479       2,542,589       (4,957 )  
5/23/08   HKD     20,355,160       2,619,638       (5,175 )  
5/23/08   JPY     230,619,000       2,230,277       (74,254 )  
5/23/08   JPY     232,047,000       2,244,087       (69,897 )  
5/23/08   NOK     5,879,410       1,120,386       (27,133 )  
5/23/08   NOK     5,879,410       1,120,386       (26,908 )  
5/23/08   NZD     2,761,000       2,178,590       (49,321 )  
5/23/08   NZD     2,761,000       2,178,590       (49,169 )  
5/23/08   NZD     2,761,000       2,178,590       (48,782 )  
    $ 99,746,870     $ (1,595,087 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  163     CAC 40   March 2008   $ 11,871,819     $ (28,807 )  
  97     DAX   March 2008     24,844,696       (3,491,760 )  
  96     MSCI Singapore   March 2008     5,127,249       (145,180 )  
    $ 41,843,764     $ (3,665,747 )  
Sales      
  14     IBEX 35   March 2008   $ 2,806,604     $ 4,391    
  467     OMXS 30   March 2008     7,331,312       (68,714 )  
  38     S&P Toronto 60   March 2008     6,147,178       (25,310 )  
  47     SPI 200   March 2008     6,090,194       679,279    
  43     TOPIX   March 2008     5,465,540       733,921    
    $ 27,840,828     $ 1,323,567    

 

As of February 29, 2008, for the futures contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


26



GMO International Small Companies Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

ADR - American Depositary Receipt

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

GDR - Global Depository Receipt

NVDR - Non-Voting Depository Receipt

*  Non-income producing security.

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

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

(c)  As of February 29, 2008, these rights have been exercised but shares have not yet been credited to the Fund.

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

As of February 29, 2008, 84.69% of the Net Assets of the Fund were valued using fair value prices based on models used by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

DKK - Danish Krone

GBP - British Pound

HKD - Hong Kong Dollar

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

SGD - Singapore Dollar

See accompanying notes to the financial statements.


27




GMO International Small Companies Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value, including securities on loan of $15,302,858 (cost $673,902,039) (Note 2)   $ 684,854,445    
Cash     77,167    
Foreign currency, at value (cost $3,599,802) (Note 2)     3,615,848    
Receivable for investments sold     25,486    
Dividends and interest receivable     964,212    
Foreign taxes receivable     28,687    
Unrealized appreciation on open forward currency contracts (Note 2)     3,672,962    
Receivable for collateral on open futures contracts (Note 2)     6,050,000    
Receivable for expenses reimbursed by Manager (Note 3)     95,265    
Total assets     699,384,072    
Liabilities:  
Collateral on securities loaned, at value (Note 2)     16,390,450    
Payable for investments purchased     760,033    
Payable to affiliate for (Note 3):  
Management fee     315,048    
Shareholder service fee     78,762    
Trustees and Chief Compliance Officer of GMO Trust fees     752    
Unrealized depreciation on open forward currency contracts (Note 2)     1,595,087    
Payable for variation margin on open futures contracts (Note 2)     318,745    
Accrued expenses     389,577    
Total liabilities     19,848,454    
Net assets   $ 679,535,618    
Net assets consist of:  
Paid-in capital   $ 647,931,174    
Distributions in excess of net investment income     (5,790,555 )  
Accumulated net realized gain     26,661,560    
Net unrealized appreciation     10,733,439    
    $ 679,535,618    
Net assets attributable to:  
Class III shares   $ 679,535,618    
Shares outstanding:  
Class III     73,138,116    
Net asset value per share:  
Class III   $ 9.29    

 

See accompanying notes to the financial statements.


28



GMO International Small Companies Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends (net of withholding taxes of $1,787,122)   $ 19,628,449    
Interest     1,280,953    
Securities lending income     729,275    
Total investment income     21,638,677    
Expenses:  
Management fee (Note 3)     4,738,960    
Shareholder service fee – Class III (Note 3)     1,184,740    
Custodian and fund accounting agent fees     887,032    
Transfer agent fees     27,515    
Audit and tax fees     108,076    
Legal fees     17,193    
Trustees fees and related expenses (Note 3)     8,713    
Registration fees     2,116    
Miscellaneous     11,908    
Total expenses     6,986,253    
Fees and expenses reimbursed by Manager (Note 3)     (1,008,265 )  
Expense reductions (Note 2)     (9,278 )  
Net expenses     5,968,710    
Net investment income (loss)     15,669,967    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     169,380,065    
Closed futures contracts     1,769,614    
Foreign currency, forward contracts and foreign currency related transactions
(net of CPMF tax of $1,680) (Note2)
    5,519,310    
Net realized gain (loss)     176,668,989    
Change in net unrealized appreciation (depreciation) on:  
Investments     (202,610,973 )  
Open futures contracts     (1,848,055 )  
Foreign currency, forward contracts and foreign currency related transactions     1,498,844    
Net unrealized gain (loss)     (202,960,184 )  
Net realized and unrealized gain (loss)     (26,291,195 )  
Net increase (decrease) in net assets resulting from operations   $ (10,621,228 )  

 

See accompanying notes to the financial statements.


29



GMO International Small Companies Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 15,669,967     $ 16,269,949    
Net realized gain (loss)     176,668,989       216,853,382    
Change in net unrealized appreciation (depreciation)     (202,960,184 )     (45,812,700 )  
Net increase (decrease) in net assets from operations     (10,621,228 )     187,310,631    
Distributions to shareholders from:  
Net investment income  
Class III     (31,841,900 )     (19,881,021 )  
Net realized gains  
Class III     (142,937,240 )     (326,272,225 )  
      (174,779,140 )     (346,153,246 )  
Net share transactions (Note 7):  
Class III     5,871,549       26,733,728    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     2,593,773       1,977,585    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    8,465,322       28,711,313    
Total increase (decrease) in net assets     (176,935,046 )     (130,131,302 )  
Net assets:  
Beginning of period     856,470,664       986,601,966    
End of period (including distributions in excess of net investment
income of $5,790,555 and $11,878,059, respectively)
  $ 679,535,618     $ 856,470,664    

 

See accompanying notes to the financial statements.


30




GMO International Small Companies Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 12.22     $ 14.93     $ 17.84     $ 17.09     $ 9.50    
Income (loss) from investment operations:  
Net investment income (loss)     0.24       0.25       0.34       0.30       0.20    
Net realized and unrealized gain (loss)     (0.34 )     2.68       3.44       3.56       7.94    
Total from investment operations     (0.10 )     2.93       3.78       3.86       8.14    
Less distributions to shareholders:  
From net investment income     (0.51 )     (0.33 )     (0.44 )     (0.54 )     (0.20 )  
From net realized gains     (2.32 )     (5.31 )     (6.25 )     (2.57 )     (0.35 )  
Total distributions     (2.83 )     (5.64 )     (6.69 )     (3.11 )     (0.55 )  
Net asset value, end of period   $ 9.29     $ 12.22     $ 14.93     $ 17.84     $ 17.09    
Total Return(a)      (2.04 )%     23.35 %     25.77 %     24.45 %     86.62 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 679,536     $ 856,471     $ 986,602     $ 1,517,223     $ 1,592,464    
Net expenses to average daily net assets     0.76 %(b)      0.75 %     0.75 %     0.75 %     0.75 %  
Net investment income to average daily
net assets
    1.98 %     1.79 %     2.01 %     1.75 %     1.60 %  
Portfolio turnover rate     72 %     48 %     49 %     53 %     46 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.13 %     0.09 %     0.11 %     0.11 %     0.13 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts: 
  $ 0.04     $ 0.03     $ 0.07     $ 0.08     $ 0.04    

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


31




GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its investment objective by outperforming the S&P/Citigroup Extended Market Index World ex-U.S. Index, the Fund's benchmark. The Fund typically makes equity investments in non-U.S. companies, including non-U.S. companies in developed and emerging countries, but excluding the largest 500 non-U.S. companies in developed countries based on full, non-float adjusted market capitalization and any company in an emerging country with a full, non-float adjusted market capitalization that is greater than or equal to that of any of the 500 excluded developed country companies. The Fund may make investments in emerging countries, but these investments generally will represent 10% or less of the Fund's total assets.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security


32



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

The Fund may purchase and sell futures contracts. 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


33



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.


34



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

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


35



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, the Fund had loaned securities valued by the Fund at $15,302,858, collateralized by cash in the amount of $16,390,450, which was invested in the Bank of New York Mellon Institutional Cash Reserves Fund.

Taxes and distributions

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

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

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

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests.

The Fund is subject to a Contribuição Provisória sobre Movimentações Financiera ("CPMF") tax which is applied to foreign exchange transactions representing capital inflows or outflows to/from the Brazilian market. The CPMF tax has been included in the net realized gain (loss) on investments throughout the period. For the year ended February 29, 2008, the Fund incurred $1,680 in CPMF tax which is included in net realized gain (loss) on foreign currency, forward contracts and foreign currency related transactions in the Statement of Operations.


36



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to derivative contract transactions, foreign currency transactions and passive foreign investment company transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 22,259,437     $ (22,225,853 )   $ (33,584 )  

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 74,973,732     $ 84,039,934    
Long-term capital gains     99,805,408       262,113,312    
Total distributions   $ 174,779,140     $ 346,153,246    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 527,074    
Undistributed long-term capital gain   $ 26,979,416    

 


37



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 678,498,266     $ 91,061,785     $ (84,705,606 )   $ 6,356,179    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash 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


38



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.


39



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.60% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.60% of the 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 29, 2008 was $7,517 and $3,087, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $552,079,971 and $685,474,142, 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.


40



GMO International Small Companies Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 42.98% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.14% of the Fund's shares were held by eleven related parties comprised of certain GMO employee accounts, and 2.20% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     14,345,120     $ 167,353,499       533,510     $ 7,500,711    
Shares issued to shareholders
in reinvestment of distributions
    16,860,674       173,069,697       26,807,328       341,714,636    
Shares repurchased     (28,165,322 )     (334,551,647 )     (23,316,825 )     (322,481,619 )  
Purchase premiums           803,005             26,637    
Redemption fees           1,790,768             1,950,948    
Net increase (decrease)     3,040,472     $ 8,465,322       4,024,013     $ 28,711,313    

 

8.  Subsequent event

The Fund's benchmark will change to the MSCI EAFE Small Cap Index on June 1, 2008.


41




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Small Companies Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Small Companies Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


42



GMO International Small Companies Fund
(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.76 %   $ 1,000.00     $ 921.60     $ 3.63    
2) Hypothetical     0.76 %   $ 1,000.00     $ 1,021.08     $ 3.82    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


43



GMO International Small Companies Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $99,805,408 from long-term capital gains.

During the year ended February 29, 2008, the Fund paid foreign taxes of $1,785,894 and recognized foreign source income of $21,415,571.

For taxable, non-corporate shareholders, 13.96% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $1,300,420 and $43,733,939, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


44



GMO International Small Companies Fund

(A Series of GMO Trust)


Note Concerning Distributions (Unaudited)

The Fund previously reported estimated sources of any dividends, short-term capital gains, and long-term capital gains distributions paid on a per share basis. Pursuant to Rule 19a-1(e) of the Investment Company Act, the following serves as a correction of such estimates. 0.42% of distributions to shareholders declared from net realized gains during the Fund's fiscal year were reclassified to distributions from net investment income and are reflected as such in the Statement of Changes in Net Assets.


45



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


46



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3
and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4 
 
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


47



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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.


48



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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.


49




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO Alternative Asset Opportunity Fund returned +16.0% for the fiscal year ended February 29, 2008, as compared with +18.2% for the Alternative Asset Opportunity Index (50% Dow Jones-AIG Commodity Index/50% JPMorgan 3 Month Cash Index). The Fund underperformed its benchmark by 2.2% during the fiscal year.

Most commodity prices rose broadly during the fiscal year. Grain commodity prices were the biggest gainers of the fiscal year, gaining 8% to 106%. With the exception of natural gas contract prices, which fell 18%, energy contract prices rose by 50% to 60%. Metal and soft commodity prices also rose by 18% to 38% during the period. Conversely, lean hog and live cattle contract prices fell by 46% and 13%, respectively, during the fiscal year.

While correctly positioning the prices of lean hog, cocoa, gold, and soy oil contracts added value during the fiscal year, the Fund's exposure to cash management offset gains. Most of the Fund's underperformance stemmed from mark-to-market losses in the GMO Short Duration Collateral Fund (SDCF), the cash collateral pool in which the Fund invests a substantial portion of its total assets. SDCF primarily invests in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, seeking to earn a LIBOR-type return. The SDCF investment collateralizes the commodities positions, which are achieved in the futures markets.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.

*  The GMO Alternative Asset Opportunity Index is a composite benchmark computed by GMO and comprised of 50% JPMorgan U.S. 3 Month Cash Index and 50% AIG Commodity-Dow Jones Index.



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)
Consolidated Investments Concentration Summary
(a)
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     78.2 %  
Short-Term Investments     16.6    
Swaps     4.8    
Futures     0.4    
Forward Currency Contracts     (0.0 )  
      100.0 %  

 

(a)  GMO Alternative Asset SPC Ltd. is a 100% owned subsidiary of GMO Alternative Asset Opportunity Fund.

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


1




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)
Consolidated Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value ($) /
Shares
  Description   Value ($)  
        DEBT OBLIGATIONS — 14.7%        
        U.S. Government — 14.7%        
  5,000,000     U.S. Treasury Note, 4.63%, due 03/31/08 (a) (b)      5,009,375    
    TOTAL DEBT OBLIGATIONS (COST $5,000,538)     5,009,375    
        MUTUAL FUNDS — 69.7%        
        Affiliated Issuers — 69.7%        
  985,714     GMO Short-Duration Collateral Fund     23,686,705    
    TOTAL MUTUAL FUNDS (COST $24,691,838)     23,686,705    
        SHORT-TERM INVESTMENTS —10.4%        
        Money Market Funds — 0.3%        
  110,203     SSgA Cash Management Fund Plc (b)      110,203    
    TOTAL MONEY MARKET FUNDS (COST $110,203)     110,203    
        Other Short-Term Investments — 10.1%        
  1,000,000     Federal Farm Credit Bank Discount Note, 2.50%, due 03/28/08 (b)      998,125    
  600,000     Federal Home Loan Bank Discount Note, 2.50%, due 03/25/08 (b)      599,000    
  200,000     Federal Home Loan Bank Discount Note, 2.78%, due 03/17/08 (b)      199,753    
  902,000     Federal Home Loan Mortgage Corp. Discount Note, 2.66%, due 03/04/08 (b)      901,800    
  710,000     Federal Home Loan Mortgage Corp. Discount Note, 2.70%, due 03/05/08 (b)      709,787    
    TOTAL OTHER SHORT TERM INVESTMENTS (COST $3,408,465)     3,408,465    
    TOTAL SHORT-TERM INVESTMENTS (COST $3,518,668)     3,518,668    
        TOTAL INVESTMENTS — 94.8%
(Cost $33,211,044)
    32,214,748    
        Other Assets and Liabilities (net) — 5.2%     1,757,242    
    TOTAL NET ASSETS — 100.0%   $ 33,971,990    

 

See accompanying notes to the financial statements.


2



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Futures Contracts (b)

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  25     Cocoa   May 2008   $ 694,250     $ 76,883    
  7     Coffee "C"   May 2008     437,850       35,667    
  3     Copper   May 2008     289,125       8,775    
  13     Corn   May 2008     361,725       18,974    
  7     Crude Oil   May 2008     709,940       25,799    
  4     Gasoline RBOB   April 2008     448,543       (7,444 )  
  4     Gold 100 OZ   April 2008     390,000       16,298    
  4     Heating Oil   April 2008     471,559       16,702    
  8     Silver   May 2008     796,600       (20 )  
  5     Soybean Meal   May 2008     191,100       8,285    
  32     Sugar (World)   May 2008     523,981       18,138    
  1     Wheat   May 2008     54,300       2,410    
    $ 5,368,973     $ 220,467    
Sales      
  5     Cotton No. 2   May 2008   $ 204,650     $ (25,547 )  
  16     Lean Hogs   April 2008     383,680       22,564    
  44     Live Cattle   April 2008     1,660,120       3,095    
  4     Natural Gas   April 2008     374,640       (15,124 )  
  4     Soybean   May 2008     307,300       (19,762 )  
  11     Soybean Oil   May 2008     454,212       (38,468 )  
    $ 3,384,602     $ (73,242 )  

 

See accompanying notes to the financial statements.


3



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Schedule of Investments — (Continued)
February 29, 2008

Swap Agreements (b)

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Market
Value
 
  16,989,877     USD   4/14/2008   Barclay's Capital   3 month T-Bill   Return on DJ-AIG  
 
                  + 0.19 %   Commodity Total  
 
                    Return Index   $ 1,682,326    
                Premiums to (Pay) Receive   $     $ 1,682,326    

 

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Consolidated Schedule of Investments:

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

(b)  All or a portion of this security is owned by GMO Alternative Asset SPC Ltd., which is a 100% owned subsidiary of GMO Alternative Asset Opportunity Fund.

Currency Abbreviations:

USD - United States Dollar

See accompanying notes to the financial statements.


4




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)


Consolidating Statement of Assets and Liabilities — February 29, 2008

    GMO Alternative
Asset Opportunity
Fund
  GMO
Alternative Asset
SPC Ltd.
  Eliminations   Consolidated
Totals
 
Assets:  
Investments in unaffiliated issuers,
at value (consolidated
cost $8,519,206) (Note 2)
  $     $ 8,528,043     $     $ 8,528,043    
Investments in affiliated issuers,
at value (consolidated
cost $24,691,838) (Note 2)
    33,959,297             (10,272,592 )     23,686,705    
Cash     104,456                   104,456    
Interest receivable     37       98,467             98,504    
Receivable for open swap contracts (Note 2)           1,682,326             1,682,326    
Receivable for expenses reimbursed
by Manager (Note 3)
    13,253       17,081             30,334    
Total assets     34,077,043       10,325,917       (10,272,592 )     34,130,368    
Liabilities:  
Payable for variation margin on
open futures contracts (Note 2)
          12,351             12,351    
Payable to affiliate for (Note 3):  
Management fee     11,577                   11,577    
Shareholder service fee     3,859                   3,859    
Trustees and Chief Compliance
Officer of GMO Trust fees
    29                   29    
Accrued expenses     89,588       40,974             130,562    
Total liabilities     105,053       53,325             158,378    
Net assets   $ 33,971,990     $ 10,272,592     $ (10,272,592 )   $ 33,971,990    
Shareholders' capital   $ 33,971,990                     $ 33,971,990    
Shares outstanding     1,026,006                       1,026,006    
Net asset value per share   $ 33.11                     $ 33.11    

 

See accompanying notes to the financial statements.


5



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)


Consolidating Statement of Operations — For the Year Ended Ended February 29, 2008

    GMO Alternative
Asset Opportunity
Fund
  GMO
Alternative
Asset SPC Ltd.
  Eliminations   Consolidated
Totals
 
Investment Income:  
Dividend from affiliated issuers (Note 8)   $ 5,256,485     $     $ (3,700,000 )   $ 1,556,485    
Interest     3,590       1,422,086             1,425,676    
Dividends           15,709             15,709    
Total income     5,260,075       1,437,795       (3,700,000 )     2,997,870    
Expenses:  
Management fee (Note 3)     447,286                   447,286    
Shareholder service fee (Note 3)     149,096                   149,096    
Custodian and transfer agent fees     12,858       72,086             84,944    
Audit and tax fees     74,508       11,362             85,870    
Legal fees     10,480       2,760             13,240    
Trustees fees and related expenses (Note 3)     1,122       12,382             13,504    
Miscellaneous     1,420       9,281             10,701    
Total expenses     696,770       107,871             804,641    
Fees and expenses reimbursed by
Manager (Note 3)
    (98,962 )     (107,871 )           (206,833 )  
Net expenses     597,808                   597,808    
Net investment income     4,662,267       1,437,795       (3,700,000 )     2,400,062    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers           3,890             3,890    
Investments in affiliated issuers     (2,615,869 )           3,638,626       1,022,757    
Closed futures contracts           (1,627,150 )           (1,627,150 )  
Closed swap contracts           2,808,283             2,808,283    
Net realized gain (loss)     (2,615,869 )     1,185,023       3,638,626       2,207,780    
Change in net unrealized appreciation
(depreciation) on:
 
Investments in unaffiliated issuers           32,579             32,579    
Investments in affiliated issuers     (493,081 )           (804,457 )     (1,297,538 )  
Open futures contracts           212,734             212,734    
Open swap contracts           (2,002,300 )           (2,002,300 )  
Net unrealized gain (loss)     (493,081 )     (1,756,987 )     (804,457 )     (3,054,525 )  
Net realized and unrealized gain (loss)     (3,108,950 )     (571,964 )     2,834,169       (846,745 )  
Net increase (decrease) in net assets
resulting from operations
  $ 1,553,317     $ 865,831     $ (865,831 )   $ 1,553,317    

 

See accompanying notes to the financial statements.


6



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)


Consolidated Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 2,400,062     $ 8,673,307    
Net realized gain (loss)     2,207,780       64,042    
Change in net unrealized appreciation (depreciation)     (3,054,525 )     3,787,171    
Net increase (decrease) in net assets from operations     1,553,317       12,524,520    
Fund share transactions: (Note 7)                  
Proceeds from sale of shares     3,431,990       4,000,000    
Cost of shares repurchased     (145,526,957 )     (23,957,500 )  
Net increase (decrease) in Fund share transactions     (142,094,967 )     (19,957,500 )  
Total increase (decrease) in net assets     (140,541,650 )     (7,432,980 )  
Net assets:  
Beginning of period     174,513,640       181,946,620    
End of period   $ 33,971,990     $ 174,513,640    

 

See accompanying notes to the financial statements.


7




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Consolidated Financial Highlights
(For a share outstanding throughout each period)

    Year Ended February 28/29,  
    2008   2007   2006(a)   
Net asset value, beginning of period   $ 28.54     $ 26.63     $ 25.00    
Income (loss) from investment operations:  
Net investment income (loss)(b)†      0.69       1.28       0.73    
Net realized and unrealized gain (loss)     3.88 (c)      0.63       0.90    
Total from investment operations     4.57       1.91       1.63    
Net asset value, end of period   $ 33.11     $ 28.54     $ 26.63    
Total Return(d)      16.01 %     7.17 %     6.52 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 33,972     $ 174,514     $ 181,947    
Net expenses to average daily net assets(e)      0.60 %     0.60 %     0.61 %*   
Net investment income to average daily net assets(b)      2.41 %     4.60 %     3.12 %*   
Portfolio turnover rate     24 %     12 %     13 %**   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.21 %     0.12 %     0.15 %*   

 

(a)  Period from April 11, 2005 (commencement of operations) to February 28, 2006.

(b)  Net investment income is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.

(c)  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.

(d)  Total returns would have been lower had certain expenses not been reimbursed during the periods shown.

(e)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


8




GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements
February 29, 2008

1.  Organization

GMO Alternative Asset Opportunity 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 Funds into classes.

The Fund seeks total return greater than that of its benchmark. The Fund's benchmark is a composite of the Dow Jones-AIG Commodity Index (50%) and the JPMorgan 3 Month Cash Index (50%). The Fund seeks indirect exposure to investment returns of commodities and, from time to time, other alternative asset classes. The Fund's investment program has two primary components. One component is intended to gain indirect exposure to the commodity markets through the Fund's investments in a wholly owned subsidiary company, which, in turn, invests in various commodity-related derivatives. The second component of the fund's investment program consists of direct and indirect investments in high quality U.S. and foreign fixed income securities. Normally, the Fund gains exposure to fixed income securities indirectly by investing in GMO Short-Duration Collateral Fund.

Shares of the Fund are not publicly offered and are principally available only to other funds of the Trust and certain accredited investors.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements include the accounts of the GMO Alternative Asset Opportunity Fund and its wholly owned investment in GMO Alternative Asset SPC Ltd. The consolidated financial statements include 100% of the assets and liabilities of GMO Alternative Asset SPC Ltd. All significant interfund accounts and transactions have been eliminated in consolidation.


9



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 29, 2008

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 22.35% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

Futures contracts

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


10



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 29, 2008

contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Consolidating 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. Futures contracts outstanding at the end of the period are listed in the Fund's Consolidated Schedule of Investments.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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


11



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 29, 2008

involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Consolidating Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. Swap agreements outstanding at the end of the period are listed in the Fund's Consolidated Schedule of Investments.

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. There were no repurchase agreements outstanding at the end of the period.

Taxes

The Fund elected to be taxed as a partnership for federal income tax purposes. As a partnership, the Fund will not be subject to federal and state income tax. Instead, each shareholder is responsible for the tax liability or benefit related to his/her allocable share of taxable income or loss. Accordingly, no provision (benefit) for federal and state income taxes is reflected in the accompanying financial statements.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 34,541,784     $     $ (2,327,036 )   $ (2,327,036 )  

 

Distributions

The Fund does not intend to make any distributions to its shareholders but may do so in the sole discretion of the Trustees.


12



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 29, 2008

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Consolidating Statement of Operations.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying funds, some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying funds may be more pronounced to the extent that the underlying funds engage in derivative transactions. Because of the Fund's indirect exposure to the global commodity markets, the value of its shares is affected by factors particular to the commodity markets and may fluctuate more than the value of shares of a fund with a broader range of investments.


13



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 29, 2008

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.45% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15%.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.45% of the Fund's average daily net assets.


14



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 29, 2008

The Fund incurs fees and expenses indirectly as a shareholder in the GMO Short-Duration Collateral Fund. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.001 %     0.000 %     0.000 %     0.001 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $846 and $301, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Consolidating Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

The Fund's investments in commodity-related derivatives are generally made through GMO Alternative Asset Opportunity SPC Ltd., a wholly owned subsidiary organized as a Bermuda limited liability company, which GMO serves as investment manager but does not receive any additional management or other fees for such services.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 5,003,906     $ 15,000,000    
Investments (non-U.S. Government securities)     12,156,485       112,800,000    

 

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.


15



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Notes to Consolidated Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 83.43% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. 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 29, 2008, there were no shares held by related parties, and all of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
    Shares   Amount   Shares   Amount  
Shares sold     117,663     $ 3,431,990       142,196     $ 4,000,000    
Shares repurchased     (5,206,092 )     (145,526,957 )     (860,208 )     (23,957,500 )  
Net increase (decrease)     (5,088,429 )   $ (142,094,967 )     (718,012 )   $ (19,957,500 )  

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of the affiliated issuer during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Short-Duration
Collateral Fund
  $ 124,605,003     $ 12,156,485     $ 112,800,000     $ 1,556,485     $     $ 23,686,705    
Totals   $ 124,605,003     $ 12,156,485     $ 112,800,000     $ 1,556,485     $     $ 23,686,705    

 


16




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Alternative Asset Opportunity Fund

In our opinion, the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, and the related consolidated statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Alternative Asset Opportunity Fund (the "Fund") and subsidiary at February 29, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


17



GMO Alternative Asset Opportunity Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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
Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
1) Actual     0.60 %   $ 1,000.00     $ 1,181.20     $ 3.25    
2) Hypothetical     0.60 %   $ 1,000.00     $ 1,021.88     $ 3.02    

 

*  Expenses are calculated using the Fund's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


18



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


19



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


20



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


21



Principal Officers: — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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




GMO Core Plus Bond Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Core Plus Bond Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Core Plus Bond Fund returned -2.6% for the fiscal year ended February 29, 2008, compared with the +7.3% return for the Lehman Brothers U.S. Aggregate Index. The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, primarily in the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund underperformed the benchmark during the fiscal year by 9.9%. Cash management was the primary contributor to negative performance for the fiscal year, followed by interest-rate strategy, currency selection, and emerging debt exposure losses.

More than 60% of the fiscal year's underperformance was due to mark-to-market losses in the cash collateral pools of two funds in which the Fund invests a substantial portion of its total assets: the GMO Short Duration Collateral Fund (SDCF) and the GMO World Opportunity Overlay Fund (WOOF). SDCF and WOOF primarily invest cash in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, seeking to earn a LIBOR-type return. The cash positions in SDCF and WOOF collateralize derivatives positions that seek to deliver the return of the benchmark as well as create active exposures in global interest-rate and currency markets.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, the cash pools in SDCF and WOOF underperformed LIBOR by nearly 700 basis points, directly contributing to the Core Plus Bond Fund's underperformance given the Fund's 89% exposure to these two funds.

Further Fund underperformance was attributable to interest-rate and currency strategies. For much of the fiscal year, the Fund was overweight Australian, Euro-area, Swedish, Swiss, and Canadian interest-rate markets relative to Japanese, U.K., and U.S. markets. However, the U.S., U.K., and Japanese markets were among the top performers, detracting from performance. Further, the slope and volatility strategies also underperformed, leaving only the U.S. Eurodollar directional strategy and opportunistic trading with positive contributions for the year.

In currencies, the largest negative contributors were underweight positions in euros, yen, and Canadian dollars, as well as an overweight position in Australian dollars. Partially offsetting losses were gains from overweight positions in the Swiss franc, Norwegian krone, and sterling. A major risk aversion episode during the fiscal year, prompted by the turmoil in structured credit markets, persisted for much of the third and fourth quarters. Our choice of a defensive currency during this episode, the Swiss franc, was incorrect, as risk aversion manifested itself in a swift rise in the yen, in which the Fund remained underweight. In addition, a drastic change in the relative volatilities of the currencies in August resulted in a shifting of risk positions into less advantageous, and ultimately unprofitable, intra-European trades.

A relatively minor contribution to negative performance came from the small exposure to emerging debt, where spread widening on the asset class contributed negatively, as did negative contributions from country selection.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Class IV will vary due to different fees.



GMO Core Plus Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     92.0 %  
Short-Term Investments     8.3    
Options Purchased     0.3    
Forward Currency Contracts     0.3    
Loan Participations     0.2    
Preferred Stocks     0.1    
Loan Assignments     0.1    
Rights and Warrants     0.0    
Promissory Notes     0.0    
Futures     0.0    
Written Options     (0.1 )  
Reverse Repurchase Agreements     (0.7 )  
Swaps     (1.2 )  
Other     0.7    
      100.0 %  
Country / Region Summary**   % of Investments  
United States     82.2 %  
Japan     7.2    
Australia     5.7    
Canada     3.5    
Euro Region***     2.9    
Emerging     2.8    
Switzerland     2.6    
United Kingdom     (6.9 )  
      100.0 %  

 

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

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


1




GMO Core Plus Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value /
Shares
  Description   Value ($)  
        DEBT OBLIGATIONS — 7.5%        
        Albania — 0.6%        
        Foreign Government Obligations        
USD 15,681,227     Republic of Albania Par Bond, Zero Coupon, due 08/31/25 (a) (b)      6,414,881    
        Canada — 0.3%        
        Foreign Government Obligations        
CAD 4,000,000     Government of Canada (Cayman), 7.25%, due 06/01/08     4,098,511    
        United States — 6.6%        
        Corporate Debt — 2.3%        
USD 5,000,000     Eastman Chemical Co., 7.25%, due 01/15/24     5,307,000    
USD 10,000,000     General Electric Capital Corp. MTN, 5.88%, due 02/15/12     10,586,900    
USD 5,000,000     Target Corp, 4.00%, due 06/15/13     4,891,000    
USD 5,000,000     Verizon Global Funding Corp, 4.38%, due 06/01/13     5,012,700    
      25,797,600    
        U.S. Government — 4.3%        
USD 10,000,000     U.S. Treasury Note, 3.25%, due 08/15/08 (c)      10,062,500    
USD 12,000,000     U.S. Treasury Note, 3.13%, due 10/15/08 (c)      12,101,250    
USD 10,100,000     U.S. Treasury Receipts, 0.00%, due 02/15/10 (b)      9,659,007    
USD 10,100,000     U.S. Treasury Receipts, 0.00%, due 02/15/12 (b)      8,968,102    
USD 10,100,000     U.S. Treasury Receipts, 0.00%, due 08/15/12 (b)      8,797,380    
      49,588,239    
    Total United States     75,385,839    
    TOTAL DEBT OBLIGATIONS (COST $79,591,731)     85,899,231    
        PREFERRED STOCKS — 0.1%        
        United States — 0.1%        
  10,000     Home Ownership Funding 2 Preferred 144A, 13.34%     1,544,497    
    TOTAL PREFERRED STOCKS (COST $2,138,851)     1,544,497    

 

See accompanying notes to the financial statements.


2



GMO Core Plus Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 91.9%        
        United States — 91.9%        
        Affiliated Issuers        
  3,732,555     GMO Emerging Country Debt Fund, Class IV     37,549,507    
  32,466,982     GMO Short-Duration Collateral Fund     780,181,577    
  93,858     GMO Special Purpose Holding Fund (b) (d)      118,261    
  9,059,836     GMO World Opportunity Overlay Fund     232,656,595    
    Total United States     1,050,505,940    
    TOTAL MUTUAL FUNDS (COST $1,109,974,134)     1,050,505,940    
        SHORT-TERM INVESTMENTS — 0.9%        
  3,500,000     U.S. Treasury Bill, 1.78%, due 05/01/08 (c) (e)      3,489,504    
  4,500,000     U.S. Treasury Bill, 1.78%, due 06/19/08 (c) (e)      4,475,898    
        Money Market Funds — 0.2%        
  1,713,958     State Street Institutional Liquid Reserves Fund-Institutional Class     1,713,958    
    TOTAL SHORT-TERM INVESTMENTS (COST $9,652,102)     9,679,360    
        TOTAL INVESTMENTS — 100.4%
(Cost $1,201,356,818)
    1,147,629,028    
        Other Assets and Liabilities (net) — (0.4%)     (4,330,847 )  
    TOTAL NET ASSETS — 100.0%   $ 1,143,298,181    

 

See accompanying notes to the financial statements.


3



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
3/04/08   AUD     24,500,000     $ 22,822,975     $ 1,159,094    
3/04/08   AUD     14,200,000       13,228,010       58,149    
5/06/08   AUD     15,300,000       14,138,098       (243,902 )  
5/06/08   AUD     14,800,000       13,676,068       (66,028 )  
3/11/08   CAD     16,400,000       16,660,031       536,073    
4/01/08   CHF     97,600,000       93,730,832       3,906,895    
4/15/08   EUR     46,500,000       70,501,453       3,308,953    
3/03/08   GBP     4,800,000       9,537,840       9,360    
3/25/08   GBP     7,700,000       15,279,264       344,645    
3/25/08   GBP     9,800,000       19,446,336       18,816    
3/25/08   GBP     7,500,000       14,882,400       2,700    
4/22/08   JPY     120,000,000       1,158,464       40,792    
4/08/08   NZD     10,100,000       8,032,563       179,813    
4/08/08   NZD     13,800,000       10,975,185       (158,103 )  
4/08/08   NZD     16,200,000       12,883,913       (228,043 )  
                        $ 8,869,214    
Sales  
3/04/08   AUD     23,400,000     $ 21,798,270     $ (1,382,238 )  
3/04/08   AUD     15,300,000       14,252,715       246,177    
3/11/08   CAD     40,100,000       40,735,808       (75,806 )  
4/01/08   CHF     77,500,000       74,427,659       (2,409,893 )  
4/15/08   EUR     15,700,000       23,803,716       (259,720 )  
3/25/08   GBP     21,800,000       43,258,176       (403,736 )  
4/22/08   JPY     1,460,000,000       14,094,649       (523,353 )  
4/08/08   NZD     7,300,000       5,805,714       (78,937 )  
                        $ (4,887,506 )  

 

See accompanying notes to the financial statements.


4



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Cross Currency Contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
3/18/08   EUR 34,100,000     SEK 320,527,290     $ 205,177    
3/18/08   SEK 200,745,390     EUR 21,300,000       (214,605 )  
4/29/08   EUR 34,300,000     NOK 270,524,100       (314,812 )  
4/29/08   NOK 92,307,150     EUR 11,700,000       101,799    
    $ (222,441 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  139     Australian Government Bond 10 Yr.   March 2008   $ 12,719,919     $ 10,872    
  529     Australian Government Bond 3 Yr.   March 2008     48,446,800       98,786    
  450     Canadian Government Bond 10 Yr.   June 2008     53,903,987       1,086,445    
  104     Euro BOBL   March 2008     17,579,995       107,309    
  236     Euro Bund   March 2008     41,940,655       233,270    
  76     Japanese Government
Bond 10 Yr. (TSE)
  March 2008     101,296,756       967,196    
  142     U.S. Long Bond (CBT)   June 2008     16,844,750       381,302    
  67     U.S. Treasury Note 5 Yr. (CBT)   June 2008     7,654,750       102,966    
    $ 300,387,612     $ 2,988,146    
Sales      
  20     Euro BOBL   March 2008   $ 380,768     $ (15,517 )  
  60     Euro Bund   March 2008     41,940,655       (90,274 )  
  32     U.S. Treasury Note 10 Yr.   June 2008     3,753,000       (1,572 )  
  324     U.S. Treasury Note 2 Yr. (CBT)   June 2008     69,634,688       (330,676 )  
  618     UK Gilt Long Bond   June 2008     135,460,338       (2,315,604 )  
    $ 251,169,449     $ (2,753,643 )  

 

See accompanying notes to the financial statements.


5



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  10,000,000     USD   12/20/2008   Lehman Brothers   Receive     0.27 %   Federal Home Loan    
   
                                Bank System   $ (10,538 )  
  350,000,000     USD   12/20/2008   JP Morgan
Chase Bank
  (Pay)     0.15 %   Reference security
within CDX Index
    4,339,649    
  5,000,000     USD   12/20/2009   Deutsche Bank AG   Receive     0.25 %   AT&T Wireless
Services, Inc.
    266    
  5,000,000     USD   12/20/2009   Barclays Bank PLC   Receive     0.30 %   Boeing Capital Corp.     662    
  5,000,000     USD   12/20/2009   Deutsche Bank AG   Receive     0.66 %   Daimler AG     5,304    
  5,000,000     USD   12/20/2009   Barclays Bank PLC   Receive     0.39 %   SBC Communications, Inc.     (4,692 )  
  5,000,000     USD   12/20/2009   Deutsche Bank AG   Receive     0.35 %   The Kroger Co.     (13,451 )  
  5,000,000     USD   12/20/2009   Barclays Bank PLC   Receive     0.38 %   Weyerhaeuser Co.     (99,329 )  
  5,000,000     USD   6/20/2010   Barclays Bank PLC   Receive     0.29 %   Merrill Lynch & Co., Inc.     (196,195 )  
  5,000,000     USD   6/20/2010   Lehman Brothers   Receive     0.40 %   PSEG Power LLC     (60,559 )  
  5,000,000     USD   6/20/2010   Lehman Brothers   Receive     0.20 %   Royal Bank of
Scotland PLC
    (80,253 )  
  5,000,000     USD   6/20/2010   UBS AG   Receive     0.52 %   TXU Electric Delivery Co.     21,301    
  5,000,000     USD   6/20/2010   Barclays Bank PLC   Receive     0.17 %   Wachovia Corp.     (141,374 )  
  5,000,000     USD   12/20/2010   Barclays Bank PLC   Receive     0.20 %   Bank of America Corp.     (104,570 )  
  5,000,000     USD   12/20/2010   Barclays Bank PLC   Receive     0.19 %   Citigroup, Inc.     (177,023 )  
  5,000,000     USD   12/20/2010   Deutsche Bank AG   Receive     0.75 %   Enterprise Products
Partners LP
    (8,466 )  
  5,000,000     USD   12/20/2010   Citigroup   Receive     0.39 %   Exelon Generation Co. LLC     (96,783 )  
  5,000,000     USD   12/20/2010   Barclays Bank PLC   Receive     0.45 %   First Energy Corp.     (48,795 )  
  5,000,000     USD   12/20/2010   Barclays Bank PLC   Receive     0.28 %   JP Morgan Chase Bank     (104,703 )  
  5,000,000     USD   12/20/2010   UBS AG   Receive     0.47 %   Progress Energy, Inc.     7,807    
  5,000,000     USD   3/20/2011   Barclays Bank PLC   Receive     0.25 %   Bell South     (17,484 )  
  2,000,000     USD   6/20/2011   UBS AG   Receive     0.32 %   Boston Properties
Limited Partnership
    (81,994 )  
  3,000,000     USD   6/20/2011   Bank of
America, N.A.
  Receive     0.14 %   Credit Suisse First
Boston (USA), Inc.
    (56,112 )  
  5,000,000     USD   6/20/2011   Citigroup   Receive     0.37 %   Deutsche Telekom
International
Finance B.V.
    (94,089 )  

 

See accompanying notes to the financial statements.


6



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  2,000,000     USD   6/20/2011   UBS AG   Receive     0.26 %   ERP Operating LP   $ (141,900 )  
  4,000,000     USD   6/20/2011   Barclays Bank PLC   Receive     0.20 %   Morgan Stanley     (215,608 )  
  2,000,000     USD   6/20/2011   Barclays Bank PLC   Receive     0.30 %   Prologis     (153,357 )  
  5,000,000     USD   6/20/2011   Citigroup   Receive     0.49 %   Telecom Italia SpA     (133,756 )  
  3,000,000     USD   6/20/2011   Barclays Bank PLC   Receive     0.08 %   US Bancorp     (51,142 )  
  2,000,000     USD   12/20/2011   Barclays Bank PLC   Receive     0.04 %   UBS     (85,295 )  
  2,000,000     USD   12/20/2011   Barclays Bank PLC   Receive     0.11 %   Wachovia     (102,012 )  
  5,000,000     USD   3/20/2013   Barclays Bank PLC   Receive     0.25 %   Goldman Sachs
Group, Inc.
    (260,505 )  
  2,000,000     USD   12/20/2013   UBS AG   Receive     0.34 %   CIT     (418,765 )  
  3,000,000     USD   12/20/2013   Lehman Brothers   Receive     0.25 %   Mid America Energy     (68,616 )  
  2,000,000     USD   12/20/2013   Barclays Bank PLC   Receive     0.25 %   SLM Corp.     (384,174 )  
  9,920,000     USD   3/20/2015   JP Morgan
Chase Bank
  Receive     0.70 %   Reference security
within CDX Index
    61,897    
  25,000,000     USD   6/20/2015   JP Morgan
Chase Bank
  Receive     0.65 %   Reference security
within CDX Index
    (1,695,365 )  
  5,000,000     USD   6/20/2015   Lehman Brothers   Receive     0.65 %   Reference security
within CDX Index
    (339,073 )  
  1,000,000     USD   12/20/2016   UBS AG   Receive     0.15 %   Bank of America Corp.     (53,596 )  
  1,000,000     USD   12/20/2016   UBS AG   Receive     0.12 %   Citigroup Inc.     (90,650 )  
  1,000,000     USD   12/20/2016   Bank of
America, N.A.
  Receive     0.17 %   General Electric
Capital Corp.
    (73,779 )  
  1,000,000     USD   12/20/2016   Bank of
America, N.A.
  Receive     0.22 %   JP Morgan Chase Bank     (50,008 )  
  1,000,000     USD   12/20/2016   Barclays Bank PLC   Receive     0.33 %   Pacific Gas     (47,521 )  
  73,000,000     USD   12/20/2016   JP Morgan
Chase Bank
  Receive     0.65 %   Reference security
within CDX Index
    (5,051,016 )  
  2,000,000     USD   12/20/2016   JP Morgan
Chase Bank
  Receive     0.65 %   Reference security
within CDX Index
    (138,384 )  
  10,000,000     USD   12/20/2016   Lehman Brothers   Receive     0.65 %   Reference security
within CDX Index
    (691,920 )  
  1,000,000     USD   12/20/2016   Bank of
America, N.A.
  Receive     0.33 %   Well Point     (75,369 )  
  5,000,000     USD   1/20/2024   Goldman Sachs   (Pay)     1.11 %   Eastman Chemical Co.     1,604    
    Premiums to (Pay) Receive   $     $ (7,279,731 )  

 

See accompanying notes to the financial statements.


7



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  10,100,000     USD   2/15/2010   JP Morgan              
   
                Chase Bank   (Pay)     0.00 %   3 month LIBOR   $ (2,123,399 )  
  10,100,000     USD   2/15/2012   JP Morgan
Chase Bank
 
(Pay)
    0.00 %  
3 month LIBOR
    (2,200,564 )  
  10,100,000     USD   8/15/2012   JP Morgan
Chase Bank
 
(Pay)
    0.00 %  
3 month LIBOR
    (2,197,531 )  
  46,700,000     CHF   3/19/2013   JP Morgan
Chase Bank
 
Receive
    3.00 %  
6 month
CHF LIBOR
    307,654    
  24,300,000     AUD   3/19/2018   JP Morgan
Chase Bank
 
Receive
    7.07 %  
6 month
AUD BBSW
    (307,162 )  
  15,680,000     USD   8/31/2025   JP Morgan
Chase Bank
 
(Pay)
    0.00 %  
3 month LIBOR
    (2,015,196 )  
    Premiums to (Pay) Receive (f)    $ 7,027,963     $ (8,536,198 )  

 

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Market
Value
 
  103,000,000     USD     4/30/2008   JP Morgan   1 month   Lehman Aggregate    
   
                Chase Bank   LIBOR - 0.01%   Total Return Index   $ (94,106 )  
  85,000,000     USD     4/30/2008   JP Morgan
Chase Bank
  1 month
LIBOR - 0.10%
  Lehman Mortgage
Total Return Index
    (213,742 )  
  55,000,000     USD     5/30/2008   JPMorgan
Chase Bank
  1 month
LIBOR - 0.01%
  Lehman Aggregate
Total Return Index
       
  100,000,000     USD     5/30/2008   UBS AG   1 month
LIBOR - 0.09%
  Lehman Mortgage
Total Return Index
    (285,970 )  
  245,000,000     USD   6/30/2008   UBS AG   1 month
LIBOR - 0.09%
  Lehman Mortgage
Total Return Index
    (700,627 )  
  225,000,000     USD     7/31/2008   Lehman Brothers   1 month
LIBOR - 0.05%
  Lehman Brothers
U.S. Government
Index
    1,630,090    
  250,000,000     USD   8/19/2011   Morgan Stanley   3 month
LIBOR - 0.01%
  Lehman Aggregate
Total Return Index
    3,842,461    
    Premiums to (Pay) Receive   $     $ 4,178,106    

 

See accompanying notes to the financial statements.


8



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

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

BBSW - Bank Bill Swap Reference Rate

LIBOR - London Interbank Offered Rate

MTN - Medium Term Note

(a)  Security is backed by the U.S. Government.

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

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

(d)  Underlying investment represents interests in defaulted securities.

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

(f)  Includes accretion since inception for zero coupon interest rate swaps.

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

USD - United States Dollar

See accompanying notes to the financial statements.


9




GMO Core Plus Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $91,382,684) (Note 2)   $ 97,123,088    
Investments in affiliated issuers, at value (cost $1,109,974,134) (Notes 2 and 8)     1,050,505,940    
Interest receivable     551,942    
Unrealized appreciation on open forward currency contracts (Note 2)     10,118,443    
Receivable for variation margin on open futures contracts (Note 2)     773,193    
Interest receivable for open swap contracts     4,259,412    
Receivable for open swap contracts (Note 2)     10,218,695    
Receivable for expenses reimbursed by Manager (Note 3)     54,214    
Total assets     1,173,604,927    
Liabilities:  
Payable for investments purchased     1,400,000    
Payable to broker for closed futures contracts     105,452    
Payable to affiliate for (Note 3):  
Management fee     227,954    
Shareholder service fee     96,189    
Trustees and Chief Compliance Officer of GMO Trust fees     1,296    
Unrealized depreciation on open forward currency contracts (Note 2)     6,359,176    
Payable for open swap contracts (Note 2)     21,856,518    
Payable for closed swap contracts (Note 2)     24,662    
Accrued expenses     235,499    
Total liabilities     30,306,746    
Net assets   $ 1,143,298,181    

 

See accompanying notes to the financial statements.


10



GMO Core Plus Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 1,292,610,818    
Distributions in excess of net investment income     (42,886,045 )  
Accumulated net realized loss     (52,008,951 )  
Net unrealized depreciation     (54,417,641 )  
    $ 1,143,298,181    
Net assets attributable to:  
Class III shares   $ 125,505,802    
Class IV shares   $ 1,017,792,379    
Shares outstanding:  
Class III     13,317,527    
Class IV     107,863,196    
Net asset value per share:  
Class III   $ 9.42    
Class IV   $ 9.44    

 

See accompanying notes to the financial statements.


11



GMO Core Plus Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 48,204,847    
Interest     6,983,074    
Dividends     199,023    
Total investment income     55,386,944    
Expenses:  
Management fee (Note 3)     3,505,853    
Shareholder service fee – Class III (Note 3)     219,151    
Shareholder service fee – Class IV (Note 3)     1,256,241    
Custodian, fund accounting agent and transfer agent fees     519,492    
Audit and tax fees     80,239    
Legal fees     46,277    
Trustees fees and related expenses (Note 3)     14,246    
Registration fees     2,760    
Miscellaneous     9,941    
Total expenses     5,654,200    
Fees and expenses reimbursed by Manager (Note 3)     (644,186 )  
Expense reductions (Note 2)     (50,284 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (187,143 )  
Shareholder service fee waived (Note 3)     (44,451 )  
Net expenses     4,728,136    
Net investment income (loss)     50,658,808    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     (6,200,099 )  
Investments in affiliated issuers     1,233,890    
Realized gains distributions from affiliated issuers (Note 8)     2,411,835    
Closed futures contracts     (49,427,272 )  
Closed swap contracts     58,100,691    
Foreign currency, forward contracts and foreign currency related transactions     (13,785,155 )  
Net realized gain (loss)     (7,666,110 )  
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     3,887,420    
Investments in affiliated issuers     (54,389,587 )  
Open futures contracts     3,163,853    
Open swap contracts     (24,657,328 )  
Foreign currency, forward contracts and foreign currency related transactions     (6,745,543 )  
Net unrealized gain (loss)     (78,741,185 )  
Net realized and unrealized gain (loss)     (86,407,295 )  
Net increase (decrease) in net assets resulting from operations   $ (35,748,487 )  

 

See accompanying notes to the financial statements.


12



GMO Core Plus Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 50,658,808     $ 119,373,878    
Net realized gain (loss)     (7,666,110 )     64,383,082    
Change in net unrealized appreciation (depreciation)     (78,741,185 )     (4,611,340 )  
Net increase (decrease) in net assets from operations     (35,748,487 )     179,145,620    
Distributions to shareholders from:  
Net investment income  
Class III     (12,275,863 )     (9,204,300 )  
Class IV     (99,097,283 )     (140,512,830 )  
Total distributions from net investment income     (111,373,146 )     (149,717,130 )  
Net share transactions (Note 7):  
Class III     (45,249,825 )     35,129,910    
Class IV     (1,033,993,070 )     (461,382,628 )  
Increase (decrease) in net assets resulting from net share
transactions
    (1,079,242,895 )     (426,252,718 )  
Total increase (decrease) in net assets     (1,226,364,528 )     (396,824,228 )  
Net assets:  
Beginning of period     2,369,662,709       2,766,486,937    
End of period (including distributions in excess of net investment
income of $42,886,045 and $2,248,853, respectively)
  $ 1,143,298,181     $ 2,369,662,709    

 

See accompanying notes to the financial statements.


13




GMO Core Plus Bond Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 10.49     $ 10.32     $ 10.35     $ 10.40     $ 9.95    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.37       0.43       0.15       0.18       0.25    
Net realized and unrealized gain (loss)     (0.63 )     0.27       0.17       0.24       0.91    
Total from investment operations     (0.26 )     0.70       0.32       0.42       1.16    
Less distributions to shareholders:  
From net investment income     (0.81 )     (0.53 )     (0.35 )     (0.25 )     (0.28 )  
From net realized gains                       (0.22 )     (0.43 )  
Total distributions     (0.81 )     (0.53 )     (0.35 )     (0.47 )     (0.71 )  
Net asset value, end of period   $ 9.42     $ 10.49     $ 10.32     $ 10.35     $ 10.40    
Total Return(b)      (2.56 )%     6.85 %     3.10 %     4.01 %     11.99 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 125,506     $ 187,045     $ 148,476     $ 1,216,251     $ 602,824    
Net expenses to average daily net
assets(c) 
    0.39 %(d)      0.39 %     0.39 %     0.39 %     0.39 %  
Net investment income to average daily
net assets(a) 
    3.70 %     4.11 %     1.40 %     1.77 %     2.43 %  
Portfolio turnover rate     44 %     72 %     62 %     108 %     114 %  
Fees and expenses reimbursed and/or
waived by the Manager to average
daily net assets:
    0.06 %     0.06 %     0.06 %     0.07 %     0.09 %  

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


14



GMO Core Plus Bond Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006(a)   
Net asset value, beginning of period   $ 10.50     $ 10.33     $ 10.46    
Income (loss) from investment operations:  
Net investment income (loss)(b)†      0.36       0.45       0.23    
Net realized and unrealized gain (loss)     (0.61 )     0.26       (0.01 )(c)   
Total from investment operations     (0.25 )     0.71       0.22    
Less distributions to shareholders:  
From net investment income     (0.81 )     (0.54 )     (0.35 )  
Total distributions     (0.81 )     (0.54 )     (0.35 )  
Net asset value, end of period   $ 9.44     $ 10.50     $ 10.33    
Total Return(d)      (2.42 )%     6.90 %     2.06 %**  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,017,792     $ 2,182,618     $ 2,618,011    
Net expenses to average daily net assets(e)      0.34 %(f)      0.34 %     0.34 %*  
Net investment income to average daily net assets(b)      3.60 %     4.33 %     2.16 %(g)   
Portfolio turnover rate     44 %     72 %     62 %   
Fees and expenses reimbursed and/or waived by the Manager to
average daily net assets:
    0.06 %     0.06 %     0.07 %*  

 

(a)  Period from July 26, 2005 (commencement of operations) through February 28, 2006.

(b)  Net investment income is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.

(c)  The per share amount is not in accord with the net realized and unrealized gain (loss) on investments for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

(d)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during periods shown and assumes the effect of reinvested distributions.

(e)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(f)  The net expense ratio does not include the effect of expense reductions.

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

†  Calculated using average shares outstanding throughout the period.

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

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


15




GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of the Lehman Brothers U.S. Aggregate Index. The Fund typically invests in bonds included in the Lehman Brothers U.S. Aggregate Index and in securities and instruments with similar characteristics. The Fund seeks additional returns by investing in global interest rate, currency, and emerging country debt markets. The Fund may invest a substantial portion of its total assets in shares of GMO Short-Duration Collateral Fund; in futures contracts, currency options, currency forwards, swap contracts, and other types of derivatives; in U.S. and foreign investment-grade bonds, including U.S. and foreign government securities and asset-backed securities issued by U.S. government agencies (including securities neither guaranteed nor insured by the U.S. government) and foreign governments, corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; to a significant extent in credit default swaps; in shares of GMO World Opportunity Overlay Fund; and up to 5% of the Fund's total assets in sovereign debt of emerging countries (including below investment grade securities), primarily through investment in shares of GMO Emerging Country Debt Fund ("ECDF").

As of February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class IV. Each class of shares bears a different level of shareholder service fees.

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

2.  Significant accounting policies

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


16



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 30.14% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

GMO Special Purpose Holding Fund ("SPHF"), is an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $608,760 through SPHF in conjunction with settlement agreements related to the default of those securities.


17



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


18



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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.


19



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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


20



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. Swap agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. There were no reverse repurchase agreements outstanding at the end of the period.

Delayed delivery commitments

The Fund may purchase or sell securities on a when-issued or forward commitment basis. Payment and delivery may take place a month or more after the date of the transaction. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Collateral consisting of liquid securities or cash and cash equivalents is maintained with the custodian in an amount at least equal to these commitments. There were no delayed delivery commitments outstanding at the end of the period.


21



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carryforwards, derivative contract transactions, foreign currency transactions, losses on wash sale transactions, partnership interest tax allocations, post-October capital losses and differing treatment of accretion and amortization.


22



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ 20,077,146     $ (20,236,622 )   $ 159,476    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any short-term capital gains)   $ 111,373,146     $ 149,717,130    
Total distributions   $ 111,373,146     $ 149,717,130    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 33,474,329    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $26,648,463.

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/28/2014   $ (34,693,380 )  
2/28/2015     (2,795,728 )  
2/29/2016     (33,008,915 )  
Total   $ (70,498,023 )  

 


23



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,228,297,977     $ 6,561,625     $ (87,230,574 )   $ (80,668,949 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. securities. These risks may involve adverse political and economic developments


24



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times may be more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.25% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares. The Manager will waive the Fund's shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by a class of shares of the Fund exceeds 0.15% for Class III shares and 0.10% for Class IV shares; provided, however, that the amount of this waiver will not exceed the respective Class's shareholder service fee.


25



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) (collectively, "Excluded Fund Fees and Expenses")) exceed 0.25% of the Fund's average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 20, 2008 to the extent that the sum of (a) the Fund's total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in ECDF (excluding ECDF's fees and expenses of the independent trustees of the Trust, fees for legal services not procured or provided by the Manager for the Trust, compensation and expenses of the Trust's CCO (excluding any employee benefits), and investment-related expenses such as brokerage commissions, hedging transaction fees, securities lending fees and expenses, interest expense and transfer taxes), exceeds 0.25% of the Fund's average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.015 %     0.003 %     0.038 %     0.056 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $11,763 and $2,596, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.


26



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 99,432,500     $ 146,672,302    
Investments (non-U.S. Government securities)     532,149,430       1,641,643,902    

 

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 29, 2008, 41.59% of the outstanding shares of the Fund were held by one shareholder. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.

As of February 29, 2008, 0.01% of the Fund's shares were held by six related parties comprised of certain GMO employee accounts, and 82.40% of the Fund's shares were held by accounts for which the Manager has investment discretion.


27



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     7,093,489     $ 73,135,418       10,466,484     $ 108,425,382    
Shares issued to shareholders
in reinvestment of
distributions
    1,115,417       10,882,545       574,344       5,967,454    
Shares repurchased     (12,715,568 )     (129,267,788 )     (7,600,338 )     (79,262,926 )  
Net increase (decrease)     (4,506,662 )   $ (45,249,825 )     3,440,490     $ 35,129,910    
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     12,016,620     $ 125,053,877       90,465,074     $ 952,490,812    
Shares issued to shareholders
in reinvestment of
distributions
    10,145,742       99,097,283       13,509,020       140,512,830    
Shares repurchased     (122,110,610 )     (1,258,144,230 )     (149,605,257 )     (1,554,386,270 )  
Net increase (decrease)     (99,948,248 )   $ (1,033,993,070 )     (45,631,163 )   $ (461,382,628 )  

 


28



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the securities of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging
Country
Debt Fund,
Class IV
  $ 73,734,690     $ 6,068,200     $ 40,200,000     $ 2,765,124     $ 1,803,075     $ 37,549,507    
GMO Short-
Duration
Collateral Fund
    1,648,269,872       483,339,722       1,302,350,000       45,439,723             780,181,577    
GMO Special
Purpose Holding
Fund
    132,340                         608,760       118,261    
GMO World
Opportunity
Overlay Fund
    475,441,813       42,100,000       282,875,000                   232,656,595    
Totals   $ 2,197,578,715     $ 531,507,922     $ 1,625,425,000     $ 48,204,847     $ 2,411,835     $ 1,050,505,940    

 


29




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Core Plus Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Core Plus Bond Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


30



GMO Core Plus Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.43 %   $ 1,000.00     $ 988.20     $ 2.13    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.73     $ 2.16    
Class IV  
1) Actual     0.38 %   $ 1,000.00     $ 988.70     $ 1.88    
2) Hypothetical     0.38 %   $ 1,000.00     $ 1,022.97     $ 1.91    

 

*  Expenses are calculated using each Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


31



GMO Core Plus Bond Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $36,269,952 or if determined to be different, the qualified interest income of such year.


32



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 –March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


34



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002-2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001-2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


36




GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




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 -18.7% for the fiscal year ended February 29, 2008, as compared to -15.5% for the Russell 2500 Value Index. The Fund was invested substantially in U.S. equity securities throughout the period.

Stock selection added to returns relative to the Russell 2500 Value Index. Selections in Consumer Discretionary, Information Technology, and Telecommunication Services added to relative returns while selections in Industrials, Consumer Staples, and Health Care detracted. In terms of individual names, overweight positions in Commerce Group, CDW Corp, and Annaly Capital Management added to relative returns. Overweight positions in Liz Claiborne, PMI Group, and First Horizon National Group detracted.

Sector selection detracted from returns relative to the Russell 2500 Value Index. Sector weightings positively impacting relative performance included overweight positions in Consumer Staples and Health Care and an underweight in Financials. Sector weightings negatively impacting relative performance included an overweight in Consumer Discretionary and underweight positions in Energy and Utilities.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and 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. 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. All information is unaudited.

*   The Russell 2500 Value + Index represents the Russell 2500 Index prior to 12/31/96 and the Russell 2500 Value Index thereafter.

†   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 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     99.0 %  
Short-Term Investments     3.3    
Other     (2.3 )  
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Financials     27.7 %  
Consumer Discretionary     22.2    
Information Technology     9.6    
Industrials     9.5    
Consumer Staples     8.9    
Health Care     8.4    
Materials     6.8    
Energy     4.8    
Telecommunication Services     1.1    
Utilities     1.0    
      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 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 99.0%  
        Consumer Discretionary — 22.0%  
    5,600     Advance Auto Parts, Inc.     187,824    
    1,800     Aeropostale, Inc. *      48,348    
    960     AH Belo Corp.-Class A *      11,683    
    3,200     American Axle & Manufacturing Holdings, Inc.     62,976    
    5,700     American Eagle Outfitters, Inc.     121,809    
    7,950     ArvinMeritor, Inc.     89,755    
    6,000     Asbury Automotive Group, Inc.     84,120    
    4,000     Autoliv, Inc.     199,600    
    28,100     AutoNation, Inc. *      409,417    
    4,800     Belo Corp.     56,496    
    1,800     Big Lots, Inc. *      30,330    
    7,200     Blyth, Inc.     142,776    
    100     Bob Evans Farms, Inc.     2,895    
    1,200     Borders Group, Inc.     11,112    
    8,200     BorgWarner, Inc.     353,502    
    4,900     Brinker International, Inc.     90,356    
    9,100     Brunswick Corp.     148,239    
    1,700     Callaway Golf Co.     25,908    
    7,000     Career Education Corp. *      103,950    
    2,600     CBRL Group, Inc.     94,692    
    3,150     CEC Entertainment, Inc. *      84,514    
    6,600     Chico's FAS, Inc. *      61,446    
    2,500     Columbia Sportswear Co.     103,325    
    4,100     Cooper Tire & Rubber Co.     74,087    
    500     Core-Mark Holding Co., Inc. *      13,285    
    3,800     Corinthian Colleges, Inc. *      30,210    
    3,500     CSK Auto Corp. *      31,745    
    5,100     Discovery Holding Co.-Class A *      115,107    
    10,600     Dollar Tree Stores, Inc. *      284,398    
    3,300     Ethan Allen Interiors, Inc.     89,892    
    8,600     Family Dollar Stores, Inc.     164,690    
    5,800     Foot Locker, Inc.     71,340    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Discretionary — continued  
    2,000     Fossil, Inc. *      64,360    
    5,390     Furniture Brands International, Inc.     70,070    
    3,800     Group 1 Automotive, Inc.     93,100    
    2,800     Hasbro, Inc.     72,156    
    1,800     Hooker Furniture Corp.     36,882    
    2,900     Interactive Data Corp.     84,854    
    2,000     ITT Educational Services, Inc. *      110,440    
    1,940     Jack in the Box, Inc. *      50,964    
    900     Jakks Pacific, Inc. *      25,155    
    100     Jarden Corp. *      2,409    
    8,100     Jones Apparel Group, Inc.     114,291    
    3,000     K-Swiss, Inc.-Class A     43,530    
    4,300     Lear Corp. *      118,594    
    5,100     Lee Enterprises, Inc.     52,581    
    7,400     Leggett & Platt, Inc.     123,580    
    1,900     Lithia Motors, Inc.-Class A     19,532    
    13,300     Liz Claiborne, Inc.     236,474    
    1,300     Matthews International Corp.-Class A     58,318    
    5,124     MDC Holdings, Inc.     214,593    
    2,600     Men's Wearhouse, Inc.     59,904    
    200     National Presto Industries, Inc.     10,480    
    8,100     New York Times Co.-Class A     150,903    
    100     NVR, Inc. *      54,068    
    5,600     Office Depot, Inc. *      63,672    
    4,500     O'Reilly Automotive, Inc. *      121,320    
    500     Oxford Industries, Inc.     10,570    
    10,700     Penske Auto Group, Inc.     193,028    
    2,000     Polaris Industries, Inc.     76,360    
    3,100     Pomeroy IT Solutions, Inc. *      20,367    
    800     Pre-Paid Legal Services, Inc. *      38,120    
    1,100     R.H. Donnelley Corp. *      7,799    
    7,700     RadioShack Corp.     134,365    
    4,800     Regis Corp.     120,240    
    7,200     Rent-A-Center, Inc. *      123,480    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Discretionary — continued  
    4,200     Ross Stores, Inc.     116,970    
    5,300     Ruby Tuesday, Inc.     37,683    
    3,700     Service Corporation International     39,960    
    1,100     Snap-On, Inc.     54,912    
    5,000     Sonic Automotive, Inc.     88,900    
    800     Standard Motor Products, Inc.     5,928    
    1,500     Stanley Works (The)     72,810    
    300     Stewart Enterprises, Inc.-Class A     1,791    
    200     Strayer Education, Inc.     31,140    
    2,000     Tenneco, Inc. *      50,500    
    3,100     The Pep Boys - Manny, Moe & Jack     35,464    
    3,700     Thor Industries, Inc.     112,776    
    800     Tiffany & Co.     30,112    
    4,000     Timberland Co.-Class A *      60,080    
    10,100     Toll Brothers, Inc. *      214,221    
    7,100     TRW Automotive Holdings Corp. *      156,768    
    4,800     Tuesday Morning Corp.     25,872    
    5,600     Tupperware Corp.     204,288    
    1,300     Tween Brands, Inc. *      38,480    
    3,900     Valassis Communications, Inc. *      43,758    
    1,700     Westwood One, Inc.     3,009    
    2,700     Williams-Sonoma, Inc.     63,072    
    1,100     Wolverine World Wide, Inc.     29,150    
    2,800     Zale Corp. *      54,096    
    Total Consumer Discretionary     7,748,126    
        Consumer Staples — 8.7%  
    4,800     Alberto-Culver Co.     128,640    
    8,800     BJ's Wholesale Club, Inc. *      277,728    
    600     Chattem, Inc. *      46,740    
    2,900     Chiquita Brands International, Inc. *      59,363    
    800     Church & Dwight Co., Inc.     42,768    
    2,500     Constellation Brands, Inc.-Class A *      48,025    
    500     Corn Products International, Inc.     18,355    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Staples — continued  
    7,400     Dean Foods Co.     159,248    
    2,000     Del Monte Foods Co.     17,960    
    1,000     Elizabeth Arden, Inc. *      18,220    
    3,500     Energizer Holdings, Inc. *      324,905    
    1,900     Estee Lauder Cos. (The), Inc.-Class A     80,902    
    3,000     Flowers Foods, Inc.     67,980    
    3,800     Fresh Del Monte Produce, Inc. *      126,198    
    1,300     Hormel Foods Corp.     53,118    
    3,600     Ingles Markets, Inc.-Class A     86,436    
    2,400     JM Smucker Co. (The)     122,856    
    1,900     Longs Drug Stores Corp.     91,257    
    100     McCormick & Co., Inc. (Non Voting)     3,445    
    1,900     Molson Coors Brewing Co.-Class B     102,524    
    3,800     Nash Finch Co.     133,266    
    3,000     NBTY, Inc. *      85,680    
    400     Pantry (The), Inc. *      9,624    
    5,200     PepsiAmericas, Inc.     131,560    
    6,200     Performance Food Group Co. *      201,500    
    2,700     Pilgrim's Pride Corp.     63,342    
    200     Ralcorp Holdings, Inc. *      11,090    
    2,550     Sanderson Farms, Inc.     88,893    
    38     Seaboard Corp.     60,420    
    700     Smithfield Foods, Inc. *      19,285    
    2,900     Supervalu, Inc.     76,125    
    15,700     Tyson Foods, Inc.-Class A     226,237    
    1,500     Universal Corp.     85,365    
    600     Weis Markets, Inc.     19,446    
    Total Consumer Staples     3,088,501    
        Energy — 4.8%  
    1,200     Berry Petroleum Co.     49,332    
    600     Bristow Group, Inc. *      31,656    
    3,400     Cimarex Energy Co.     179,180    
    1,000     Encore Acquisition Co. *      36,800    

 

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 29, 2008

Shares   Description   Value ($)  
        Energy — continued  
    1,000     Forest Oil Corp. *      49,330    
    1,700     Golar LNG Ltd.     32,453    
    700     Helix Energy Solutions Group, Inc. *      24,654    
    3,600     Helmerich & Payne, Inc.     161,388    
    1,500     Holly Corp.     80,085    
    3,600     Oil States International, Inc. *      151,776    
    2,200     Overseas Shipholding Group, Inc.     137,984    
    8,900     Patterson-UTI Energy, Inc.     211,197    
    800     Rowan Cos., Inc.     32,248    
    600     Stone Energy Corp. *      30,456    
    900     Teekay Corp.     38,682    
    2,700     Tidewater, Inc.     151,605    
    4,100     Unit Corp. *      226,115    
    300     Whiting Petroleum Corp. *      18,366    
    1,400     World Fuel Services Corp.     43,792    
    Total Energy     1,687,099    
        Financials — 27.6%  
    300     Alleghany Corp. *      108,300    
    1,700     Amcore Financial, Inc.     33,014    
    6,950     American Financial Group, Inc.     179,797    
    700     American National Insurance Co.     79,415    
    3,800     Anchor Bancorp Wisconsin, Inc.     71,934    
    21,100     Annaly Capital Management, Inc.     436,559    
    4,800     Anthracite Capital, Inc. REIT     30,672    
    3,300     Anworth Mortgage Asset Corp. REIT     31,317    
    2,400     Arch Capital Group Ltd. *      164,352    
    500     Aspen Insurance Holdings Ltd.     14,470    
    9,300     Associated Banc Corp.     231,756    
    3,050     Astoria Financial Corp.     79,819    
    4,300     Axis Capital Holdings Ltd.     158,541    
    4,000     Bancorpsouth, Inc.     89,920    
    1,900     Bank of Hawaii Corp.     91,238    
    3,700     Brown & Brown, Inc.     65,971    

 

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 29, 2008

Shares   Description   Value ($)  
        Financials — continued  
    700     CapitalSource, Inc.     11,088    
    2,400     Cathay General Bancorp     52,608    
    1,300     Central Pacific Financial Corp.     24,037    
    3,300     Chemical Financial Corp.     73,326    
    600     Citizens Republic Bancorp, Inc.     6,678    
    1,000     City Holding Co.     37,240    
    4,600     City National Corp.     235,750    
    1,300     CNA Surety Corp. *      18,343    
    2,300     Colonial BancGroup (The), Inc.     27,784    
    3,196     Commerce Bancshares, Inc.     133,113    
    11,200     Commerce Group, Inc.     405,888    
    3,100     Community Bank System, Inc.     68,510    
    2,900     Conseco, Inc. *      34,017    
    4,900     Dime Community Bancshares     74,578    
    3,300     Downey Financial Corp.     86,427    
    1,800     Endurance Specialty Holdings Ltd.     70,740    
    2,400     Erie Indemnity Co.-Class A     118,440    
    900     F.N.B. Corp.     12,339    
    1,900     FBL Financial Group, Inc.-Class A     55,879    
    2,400     Federal Agricultural Mortgage Corp.-Class C     57,696    
    9,316     First American Corp.     324,476    
    6,300     First Bancorp Puerto Rico     56,952    
    6,700     First Horizon National Corp.     108,808    
    6,600     FirstMerit Corp.     123,882    
    4,400     Flagstar Bancorp, Inc.     31,504    
    800     Flushing Financial Corp.     13,040    
    7,100     Fulton Financial Corp.     82,573    
    1,300     Hanmi Financial Corp.     9,919    
    300     Hanover Insurance Group (The), Inc.     13,107    
    1,200     Harleysville Group, Inc.     40,296    
    8,500     HCC Insurance Holdings, Inc.     204,510    
    6,200     Horace Mann Educators Corp.     107,756    
    700     Imperial Capital Bancorp, Inc.     15,652    
    3,600     Independent Bank Corp., MI     35,136    

 

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 29, 2008

Shares   Description   Value ($)  
        Financials — continued  
    6,420     International Bancshares Corp.     139,186    
    3,273     Kansas City Life Insurance Co.     135,273    
    400     Markel Corp. *      185,900    
    1,200     Max Capital Group Ltd.     33,288    
    4,400     Mercury General Corp.     200,640    
    2,566     MFA Mortgage Investments, Inc. REIT     24,531    
    4,900     Nationwide Financial Services, Inc.-Class A     202,125    
    200     Navigators Group, Inc. *      10,946    
    2,500     Nelnet, Inc.-Class A     27,250    
    100     New York Community Bancorp, Inc.     1,633    
    400     Northwest Bancorp, Inc.     10,564    
    1,900     Odyssey Re Holdings Corp.     68,742    
    3,400     Old National Bancorp     52,768    
    16,375     Old Republic International Corp.     224,665    
    2,400     Oriental Financial Group, Inc.     49,968    
    3,700     Pacific Capital Bancorp     77,515    
    1,100     Park District National Corp.     66,550    
    1,500     PartnerRe Ltd.     115,335    
    8,500     Philadelphia Consolidated Holding Corp. *      288,320    
    1,000     Platinum Underwriters Holdings Ltd.     34,500    
    20,500     Popular, Inc.     226,320    
    1,500     Presidential Life Corp.     25,140    
    3,900     Protective Life Corp.     150,501    
    600     Provident Bankshares Corp.     7,638    
    6,800     Reinsurance Group of America, Inc.     372,028    
    1,200     RenaissanceRe Holdings Ltd.     65,880    
    2,500     RLI Corp.     130,575    
    2,100     S&T Bancorp     59,535    
    2,000     Safety Insurance Group, Inc.     74,180    
    5,300     SEI Investment Co.     132,553    
    3,700     Selective Insurance Group, Inc.     87,912    
    800     South Financial Group (The), Inc.     11,544    
    3,600     StanCorp Financial Group, Inc.     176,724    
    2,200     State Auto Financial Corp.     59,708    

 

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 29, 2008

Shares   Description   Value ($)  
        Financials — continued  
    3,800     Stewart Information Services Corp.     113,126    
    600     Student Loan Corp.     66,300    
    1,300     SVB Financial Group *      58,890    
    13,600     TCF Financial Corp.     253,096    
    4,900     Transatlantic Holdings, Inc.     330,260    
    3,100     Trustco Bank Corp., NY     26,815    
    4,400     Trustmark Corp.     86,944    
    2,000     United Bankshares, Inc.     52,540    
    1,200     United Fire & Casualty Co.     41,220    
    2,000     Unitrin, Inc.     71,200    
    3,827     Washington Federal, Inc.     86,873    
    1,800     Webster Financial Corp.     50,346    
    2,100     Westamerica Bancorporation     99,393    
    900     Whitney Holding Corp.     21,609    
    2,900     Wilmington Trust Corp.     89,320    
    3,000     Zenith National Insurance Corp.     102,240    
    Total Financials     9,719,276    
        Health Care — 8.3%  
    1,200     AMERIGROUP Corp. *      43,200    
    7,200     Apria Healthcare Group *      156,312    
    400     Bio-Rad Laboratories, Inc. *      37,776    
    1,000     Centene Corp. *      17,920    
    1,600     Charles River Laboratories International, Inc. *      93,728    
    2,400     Conmed Corp. *      64,704    
    1,000     Covance, Inc. *      84,410    
    3,000     Endo Pharmaceuticals Holdings, Inc. *      78,780    
    11,200     Health Management Associates, Inc.-Class A     59,920    
    1,800     Idexx Laboratories, Inc. *      99,846    
    1,200     Immucor, Inc. *      35,760    
    2,500     Invacare Corp.     62,400    
    2,900     Invitrogen Corp. *      245,021    
    800     Kinetic Concepts, Inc. *      41,112    
    27,900     King Pharmaceuticals, Inc. *      295,740    

 

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 29, 2008

Shares   Description   Value ($)  
        Health Care — continued  
    2,700     LifePoint Hospitals, Inc. *      67,662    
    3,200     Lincare Holdings, Inc. *      104,000    
    1,400     Molina Healthcare, Inc. *      44,310    
    2,600     Omnicare, Inc.     54,548    
    4,400     Owens & Minor, Inc.     189,068    
    1,100     Par Pharmaceutical Cos., Inc. *      19,459    
    4,100     Patterson Cos., Inc. *      144,320    
    2,500     Pediatrix Medical Group, Inc. *      165,025    
    4,100     PerkinElmer, Inc.     101,762    
    1,600     Perrigo Co.     53,472    
    1,400     Pharmaceutical Product Development, Inc.     63,098    
    1,000     PharmaNet Development Group, Inc. *      28,830    
    1,800     Respironics, Inc. *      118,224    
    1,000     Techne Corp. *      68,390    
    1,500     Universal American Corp. *      25,770    
    500     Varian, Inc. *      27,075    
    900     VCA Antech, Inc. *      28,899    
    1,900     Waters Corp. *      113,259    
    3,600     Watson Pharmaceuticals, Inc. *      100,116    
    Total Health Care     2,933,916    
        Industrials — 9.4%  
    400     A.O. Smith Corp.     14,572    
    3,800     ABM Industries, Inc.     75,468    
    1,300     AGCO Corp. *      84,318    
    900     Albany International Corp.     30,897    
    2,000     Alliant Techsystems, Inc. *      209,880    
    190     American Woodmark Corp.     3,606    
    100     Applied Industrial Technologies, Inc.     2,764    
    2,900     Arkansas Best Corp.     77,459    
    8,500     Avis Budget Group, Inc. *      97,155    
    2,300     Blount International, Inc. *      27,439    
    1,100     CDI Corp.     25,025    
    2,300     Ceradyne, Inc. *      71,553    

 

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 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    3,200     Copart, Inc. *      133,312    
    2,700     Crane Co.     111,321    
    1,100     Curtiss-Wright Corp.     46,266    
    10,400     Deluxe Corp.     216,632    
    900     Ducommun, Inc. *      24,957    
    700     Ennis, Inc.     11,172    
    1,000     EnPro Industries, Inc. *      29,530    
    200     Esterline Technologies Corp. *      10,480    
    400     FTI Consulting, Inc. *      25,400    
    400     Gardner Denver, Inc. *      14,764    
    1,700     Hubbell, Inc.-Class B     77,129    
    800     Kaman Corp.-Class A     19,200    
    4,700     Kelly Services, Inc.-Class A     90,287    
    2,900     Kennametal, Inc.     88,073    
    2,200     Lennox International, Inc.     82,808    
    1,300     Manpower, Inc.     73,710    
    400     Middleby Corp. *      27,200    
    1,200     Mine Safety Appliances Co.     48,132    
    2,300     Mueller Industries, Inc.     66,079    
    1,200     Pall Corp.     47,244    
    3,700     Pentair, Inc.     120,694    
    2,100     Resources Connection, Inc.     33,810    
    1,800     Rush Enterprises, Inc.-Class A *      26,676    
    3,700     Simpson Manufacturing Co., Inc.     88,652    
    2,300     Skywest, Inc.     50,876    
    3,100     SPX Corp.     317,130    
    2,900     Teleflex, Inc.     163,995    
    300     Tennant Co.     10,824    
    2,700     Timken Co. (The)     81,351    
    1,500     United Rentals, Inc. *      30,150    
    2,900     United Stationers, Inc. *      143,144    
    700     Universal Forest Products, Inc.     19,446    
    2,300     URS Corp. *      92,644    
    500     Watson Wyatt Worldwide, Inc.     26,525    

 

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 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    2,400     Werner Enterprises, Inc.     42,696    
    400     Woodward Governor Co.     11,428    
    6,000     YRC Worldwide, Inc. *      82,560    
    Total Industrials     3,306,433    
        Information Technology — 9.5%  
    5,800     ADC Telecommunications, Inc. *      79,286    
    2,300     ADTRAN, Inc.     42,366    
    2,200     Affiliated Computer Services, Inc.-Class A *      111,650    
    800     Anixter International, Inc. *      52,312    
    5,100     Arrow Electronics, Inc. *      166,311    
    5,400     Avnet, Inc. *      182,034    
    900     Brightpoint, Inc. *      9,306    
    1,200     Cabot Microelectronics Corp. *      40,188    
    1,100     CACI International, Inc.-Class A *      48,026    
    1,700     Checkpoint Systems, Inc. *      41,140    
    9,500     Compuware Corp. *      75,620    
    3,100     Convergys Corp. *      44,764    
    300     Diebold, Inc.     7,236    
    2,400     Dycom Industries, Inc. *      27,456    
    6,700     Earthlink, Inc. *      48,441    
    1,850     Factset Research Systems, Inc.     97,384    
    1,500     Foundry Networks, Inc. *      17,805    
    1,400     Global Payments, Inc.     55,538    
    1,200     Infospace, Inc.     12,228    
    20,050     Ingram Micro, Inc.-Class A *      306,164    
    4,800     Insight Enterprises, Inc. *      84,144    
    5,800     Intersil Corp.-Class A     134,966    
    1,800     j2 Global Communications, Inc. *      38,736    
    4,500     Lexmark International, Inc. *      148,635    
    1,900     Maximus, Inc.     69,008    
    6,300     Novell, Inc. *      46,935    
    100     Novellus System, Inc. *      2,208    
    6,200     Plantronics, Inc.     116,932    

 

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 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    500     Plexus Corp. *      12,385    
    900     ScanSource, Inc. *      30,573    
    6,400     Semtech Corp. *      81,536    
    3,000     Sybase, Inc. *      79,860    
    3,200     SYNNEX Corp. *      66,592    
    200     Synopsys, Inc. *      4,642    
    9,497     Tech Data Corp. *      316,725    
    6,100     Total System Services, Inc.     135,603    
    15,800     Western Digital Corp. *      487,746    
    2,100     Zoran Corp. *      28,833    
    Total Information Technology     3,351,314    
        Materials — 6.8%  
    3,300     AptarGroup, Inc.     123,684    
    1,000     Bemis Co., Inc.     24,820    
    1,300     Cabot Corp.     35,620    
    400     Carpenter Technology Corp.     25,132    
    2,900     Celanese Corp.-Class A     112,810    
    2,500     Commercial Metals Co.     76,150    
    1,100     Cytec Industries, Inc.     63,008    
    1,000     Eastman Chemical Co.     65,810    
    3,600     FMC Corp.     203,796    
    2,700     Headwaters, Inc. *      33,102    
    5,200     Lubrizol Corp.     303,160    
    3,800     Olin Corp     73,036    
    1,200     Owens-IIlinois, Inc. *      67,740    
    600     PolyOne Corp. *      3,900    
    4,500     Quanex Corp.     231,525    
    4,700     Reliance Steel & Aluminum Co.     260,897    
    200     Rock-Tenn Co.-Class A     5,366    
    1,200     Rockwood Holdings, Inc. *      36,828    
    1,100     Schnitzer Steel Industries, Inc.-Class A     72,017    
    300     Sealed Air Corp.     7,263    
    3,500     Sensient Technologies Corp.     94,290    

 

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 29, 2008

Shares   Description   Value ($)  
        Materials — continued  
    4,000     Sigma Aldrich Corp.     220,080    
    300     Silgan Holdings, Inc.     14,022    
    3,100     Smurfit-Stone Container Corp. *      24,645    
    900     Sonoco Products Co.     25,353    
    958     Stepan Co.     32,668    
    4,100     Temple-Inland, Inc.     56,293    
    5,500     Worthington Industries, Inc.     96,745    
    Total Materials     2,389,760    
        Telecommunication Services — 1.1%  
    5,600     CenturyTel, Inc.     202,664    
    5,100     Premiere Global Services, Inc. *      72,063    
    2,200     Telephone & Data Systems, Inc.     103,180    
    Total Telecommunication Services     377,907    
        Utilities — 0.8%  
    1,100     Central Vermont Public Service     26,345    
    2,200     Energen Corp.     132,000    
    2,000     Energy East Corp.     53,300    
    300     Equitable Resources, Inc.     18,486    
    700     ONEOK, Inc.     32,599    
    700     TECO Energy, Inc.     10,486    
    Total Utilities     273,216    
    TOTAL COMMON STOCKS (COST $39,830,880)     34,875,548    

 

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 29, 2008

Par Value ($)   Description   Value ($)  
        SHORT-TERM INVESTMENTS — 3.3%  
    1,174,915     Citigroup Global Markets Repurchase Agreement, dated 02/29/08,
due 03/03/08, with a maturity value of $1,174,989 and an effective yield
of 0.75%, collateralized by a U.S. Treasury Bond with a rate of 8.13%,
maturity date of 08/15/19 and a market value, including accrued interest,
of $1,187,212.
    1,174,915    
    TOTAL SHORT-TERM INVESTMENTS (COST $1,174,915)     1,174,915    
        TOTAL INVESTMENTS — 102.3%
(Cost $41,005,795)
    36,050,463    
        Other Assets and Liabilities (net) — (2.3%)     (820,442 )  
    TOTAL NET ASSETS — 100.0%   $ 35,230,021    

 

Notes to Schedule of Investments:

REIT - Real Estate Investment Trust

*  Non-income producing security.

See accompanying notes to the financial statements.


15




GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $41,005,795) (Note 2)   $ 36,050,463    
Receivable for investments sold     3,241,235    
Dividends and interest receivable     45,262    
Receivable for expenses reimbursed by Manager (Note 3)     6,293    
Total assets     39,343,253    
Liabilities:  
Payable for Fund shares repurchased     4,011,296    
Payable to affiliate for (Note 3):  
Management fee     9,923    
Shareholder service fee     4,802    
Trustees and Chief Compliance Officer of GMO Trust fees     54    
Accrued expenses     87,157    
Total liabilities     4,113,232    
Net assets   $ 35,230,021    
Net assets consist of:  
Paid-in capital   $ 43,303,625    
Accumulated undistributed net investment income     31,207    
Distributions in excess of net realized gain     (3,149,479 )  
Net unrealized depreciation     (4,955,332 )  
    $ 35,230,021    
Net assets attributable to:  
Class III shares   $ 35,230,021    
Shares outstanding:  
Class III     4,789,671    
Net asset value per share:  
Class III   $ 7.36    

 

See accompanying notes to the financial statements.


16



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 877,942    
Interest     66,984    
Securities lending income     28,722    
Total investment income     973,648    
Expenses:  
Management fee (Note 3)     158,341    
Shareholder service fee – Class III (Note 3)     76,617    
Custodian, fund accounting agent and transfer agent fees     46,710    
Audit and tax fees     47,906    
Legal fees     737    
Trustees fees and related expenses (Note 3)     528    
Miscellaneous     474    
Total expenses     331,313    
Fees and expenses reimbursed by Manager (Note 3)     (95,627 )  
Net expenses     235,686    
Net investment income (loss)     737,962    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     (920,742 )  
Closed futures contracts     (102,693 )  
Net realized gain (loss)     (1,023,435 )  
Change in net unrealized appreciation (depreciation) on:  
Investments     (9,359,464 )  
Open futures contracts     (2,261 )  
Net unrealized gain (loss)     (9,361,725 )  
Net realized and unrealized gain (loss)     (10,385,160 )  
Net increase (decrease) in net assets resulting from operations   $ (9,647,198 )  

 

See accompanying notes to the financial statements.


17



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 737,962     $ 881,835    
Net realized gain (loss)     (1,023,435 )     5,343,873    
Change in net unrealized appreciation (depreciation)     (9,361,725 )     (1,717,958 )  
Net increase (decrease) in net assets from operations     (9,647,198 )     4,507,750    
Distributions to shareholders from:  
Net investment income  
Class III     (739,082 )     (1,160,532 )  
Net realized gains  
Class III     (4,151,014 )     (6,589,407 )  
      (4,890,096 )     (7,749,939 )  
Net share transactions (Note 7):  
Class III     (8,753,035 )     8,181,959    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     68,226       123,054    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    (8,684,809 )     8,305,013    
Total increase (decrease) in net assets     (23,222,103 )     5,062,824    
Net assets:  
Beginning of period     58,452,124       53,389,300    
End of period (including accumulated undistributed net investment
income of $31,207 and $38,039, respectively)
  $ 35,230,021     $ 58,452,124    

 

See accompanying notes to the financial statements.


18




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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 10.01     $ 10.52     $ 12.38     $ 15.51     $ 9.81    
Income (loss) from investment operations:  
Net investment income (loss)     0.13       0.15       0.20       0.19       0.17    
Net realized and unrealized gain (loss)     (1.87 )     0.68       1.11       1.32       5.78    
Total from investment operations     (1.74 )     0.83       1.31       1.51       5.95    
Less distributions to shareholders:  
From net investment income     (0.13 )     (0.20 )     (0.21 )     (0.16 )     (0.15 )  
From net realized gains     (0.78 )     (1.14 )     (2.96 )     (4.48 )     (0.10 )  
Total distributions     (0.91 )     (1.34 )     (3.17 )     (4.64 )     (0.25 )  
Net asset value, end of period   $ 7.36     $ 10.01     $ 10.52     $ 12.38     $ 15.51    
Total Return(a)      (18.73 )%     8.71 %     11.67 %     14.98 %     61.14 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 35,230     $ 58,452     $ 53,389     $ 80,084     $ 179,268    
Net expenses to average daily net assets     0.46 %     0.46 %     0.48 %     0.48 %     0.48 %  
Net investment income to average daily
net assets
    1.44 %     1.46 %     1.71 %     1.48 %     1.21 %  
Portfolio turnover rate     63 %     79 %     48 %     66 %     86 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.19 %     0.22 %     0.19 %     0.12 %     0.08 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts: 
  $ 0.01     $ 0.02     $ 0.04     $ 0.09     $ 0.04    

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods. shown and assumes the effect of reinvested distributions. 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 Value Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

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 Funds into classes.

The Fund seeks long-term capital growth. The Fund seeks to achieve its objective by outperforming the Russell 2500 Value Index. The Fund typically makes equity investments in U.S. companies that issue stocks included in the Russell 2500 Index, and companies with similar market capitalizations.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Futures contracts

The Fund may purchase and sell futures contracts. 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


20



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

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

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


21



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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 29, 2008, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each tax 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 Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to losses on wash sale transactions and post-October capital losses.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Distributions In
Excess Of Net
Realized Gain
  Paid-in Capital  
$ (5,712 )   $ 5,712     $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 1,572,310     $ 2,676,756    
Long-term capital gains     3,317,786       5,073,183    
Total distributions   $ 4,890,096     $ 7,749,939    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 31,207    

 


23



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $2,991,843.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 41,163,431     $ 1,991,527     $ (7,104,495 )   $ (5,112,968 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash 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


24



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.31% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the


25



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) exceed 0.31% of the 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 29, 2008 was $436 and $199, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $30,911,328 and $42,286,364, 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 29, 2008, 61.48% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.14% of the Fund's shares were held by five related parties comprised of certain GMO employee accounts, and 61.14% 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 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     3,584     $ 31,432       1,190,034     $ 12,827,643    
Shares issued to shareholders
in reinvestment of distributions
    541,777       4,846,264       788,738       7,656,823    
Shares repurchased     (1,595,273 )     (13,630,731 )     (1,212,411 )     (12,302,507 )  
Purchase premiums           114             63,264    
Redemption fees           68,112             59,790    
Net increase (decrease)     (1,049,912 )   $ (8,684,809 )     766,361     $ 8,305,013    

 


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") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


28



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.46 %   $ 1,000.00     $ 859.20     $ 2.13    
2) Hypothetical     0.46 %   $ 1,000.00     $ 1,022.58     $ 2.31    

 

*  Expenses are calculated using the Class's annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


29



GMO U.S. Small/Mid Cap Value Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $3,317,786 from long-term capital gains.

For taxable, non-corporate shareholders, 49.65% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 49.89% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $26,374 and $840,947, 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)


Note Concerning Distributions (Unaudited)

The Fund previously reported estimated sources of any dividends, short-term capital gains, and long-term capital gains distributions paid on a per share basis. Pursuant to Rule 19a-1(e) of the Investment Company Act, the following serves as a correction of such estimates. 0.37% of distributions to shareholders declared from net realized gains during the Fund's fiscal year were reclassified to distributions from net investment income and are reflected as such in the Statement of Changes in Net Assets.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


33



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  
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).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Short-Duration Collateral Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

Shares of the GMO Short-Duration Collateral Fund returned -1.1% for the fiscal year ended February 29, 2008, compared with the +5.8% for the JPMorgan U.S. 3 Month Cash Index.

The Fund underperformed the benchmark during the fiscal year by 6.9%, with negative performance mostly attributable to mark-to-market valuation in subprime and other asset-backed security holdings. The Short-Duration Collateral Fund primarily invests in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, in order to earn a LIBOR-type return.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, the Fund underperformed LIBOR by nearly 700 basis points.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Debt Obligations     91.0 %  
Short-Term Investments     9.0    
Futures     (0.0 )  
Forward Currency Contracts     (0.0 )  
Swaps     (0.2 )  
Other     0.2    
      100.0 %  
Industry Sector Summary   % of Debt Obligations  
Credit Cards     19.8 %  
Residential Asset-Backed Securities (United States)     19.5    
Auto Financing     9.3    
Business Loans     6.7    
Insured Auto Financing     6.5    
Residential Mortgage-Backed Securities (European)     5.9    
Student Loans     5.3    
CMBS     5.2    
Residential Mortgage-Backed Securities (Australian)     3.9    
Investment Grade Corporate Collateralized Debt Obligations     3.3    
Insured Other     2.0    
CMBS Collateralized Debt Obligations     1.4    
Equipment Leases     1.3    
Bank Loan Collateralized Debt Obligations     1.2    
Rate Reduction Bonds     1.2    
Trade Receivables     1.0    
U.S. Government Agency     1.0    
Insurance Premiums     0.8    
Insured Residential Mortgage-Backed Securities (United States)     0.8    
Corporate Debt     0.7    
Insured Time Share     0.7    
Insured High Yield Collateralized Debt Obligations     0.6    
Insured Credit Cards     0.5    
Airlines     0.4    
U.S. Government     0.2    
Emerging Markets Collateralized Debt Obligations     0.2    
Insured Residential Asset-Backed Securities (United States)     0.2    
ABS Collateralized Debt Obligations     0.1    
Insured Transportation     0.1    
Residential Mortgage-Backed Securities (United States)     0.1    
Insured Business Loans     0.1    
Collateralized Loan Obligations     0.0    
High Yield Collateralized Debt Obligations     0.0    
Insured Residential Asset-Backed Securities (European)     0.0    
      100.0 %  

 


1




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        DEBT OBLIGATIONS — 91.0%        
        Asset-Backed Securities — 89.2%        
        ABS Collateralized Debt Obligations — 0.1%        
  15,000,000     Paragon CDO Ltd., Series 04-1A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .65%, 4.54%, due 10/20/44
    9,750,000    
        Airlines — 0.3%        
  23,000,000     Aircraft Finance Trust, Series 99-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .48%, 3.60%, due 05/15/24
    14,950,000    
  11,240,415     Continental Airlines Inc., Series 991A, 6.55%, due 02/02/19     10,987,506    
    Total Airlines     25,937,506    
        Auto Financing — 8.5%        
  49,000,000     BMW Vehicle Lease Trust, Series 07-1, Class A3B,
Variable Rate, 1 mo. LIBOR + .24%, 3.36%, due 08/15/13
    48,112,120    
  32,000,000     Capital Auto Receivable Asset Trust, Series 07-2, Class A4B,
Variable Rate, 1 mo. LIBOR + .40%, 3.52%, due 02/18/14
    31,017,600    
  15,000,000     Capital Auto Receivables Asset Trust, Series 07-SN1, Class A4,
Variable Rate, 1 mo. LIBOR + .10%, , 3.22%, due 02/15/11
    14,583,000    
  32,000,000     Daimler Chrysler Master Owner Trust, Series 06-A, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 3.15%, due 11/15/11
    31,431,360    
  31,500,000     Ford Credit Auto Owner Trust, Series 06-C, Class A4B,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 02/15/12
    30,650,130    
  17,000,000     Ford Credit Auto Owner Trust, Series 07-B, Class A4B,
Variable Rate, 1 mo. LIBOR + .38%, 3.50%, due 07/15/12
    16,565,730    
  40,000,000     Ford Credit Floorplan Master Owner Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 05/15/10
    39,816,000    
  58,000,000     Ford Credit Floorplan Master Owner Trust, Series 06-3, Class A,
Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 06/15/11
    55,956,628    
  14,000,000     Ford Credit Floorplan Master Owner Trust, Series 06-4, Class A,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 06/15/13
    12,944,932    
  5,589,935     Nissan Auto Receivables Owner Trust, Series 04-C, Class A4,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 03/15/10
    5,554,998    
  40,000,000     Nissan Auto Receivables Owner Trust, Series 07-A, Class A4,
Variable Rate, 1 mo. LIBOR, 3.12%, due 06/17/13
    38,673,600    

 

See accompanying notes to the financial statements.


2



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Auto Financing — continued        
  12,000,000     Nissan Master Owner Trust Receivables, Series 05-A, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 3.15%, due 07/15/10
    11,898,720    
  37,000,000     Nissan Master Owner Trust Receivables, Series 07-A, Class A,
Variable Rate, 1 mo. LIBOR, 3.12%, due 05/15/12
    35,843,750    
  69,250,000     Sovereign Dealer Floor Plan Master Trust, Series 06-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 08/15/11
    67,338,700    
  38,000,000     Superior Wholesale Inventory Financing Trust, Series 05-A12, Class A,
Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 06/15/10
    37,696,646    
  20,000,000     Swift Master Auto Receivables Trust, Series 07-2, Class A,
Variable Rate, 1 mo. LIBOR + .65%, 3.77%, due 10/15/12
    19,456,000    
  42,000,000     Swift Master Auto Receivables Trust, Series 07-1, Class A,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 06/15/12
    39,758,034    
  32,000,000     Truck Retail Installment Paper Corp., Series 05-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .27%, 3.39%, due 12/15/16
    30,121,600    
  60,000,000     Volkswagen Credit Auto Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 3.13%, due 07/21/10
    59,663,400    
  23,000,000     World Omni Auto Receivables Trust, Series 07-A, Class A4,
Variable Rate, 1 mo. LIBOR, 3.12%, due 11/15/12
    22,250,453    
    Total Auto Financing     649,333,401    
        Bank Loan Collateralized Debt Obligations — 1.1%        
  50,171,402     Arran Corp. Loans No. 1 B.V., Series 06-1A, Class A3, 144A,
Variable Rate, 3 mo. LIBOR + .17%, 5.10%, due 06/20/25
    49,356,116    
  36,400,000     Omega Capital Europe Plc, Series GLOB-5A, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .25%, 4.90%, due 07/05/11
    35,278,516    
    Total Bank Loan Collateralized Debt Obligations     84,634,632    
        Business Loans — 6.1%        
  30,961,943     ACAS Business Loan Trust, Series 07-1A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 3.21%, due 08/16/19
    29,918,526    
  5,162,224     Bayview Commercial Asset Trust, Series 04-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .36%, 3.50%, due 04/25/34
    4,792,878    
  4,525,882     Bayview Commercial Asset Trust, Series 04-3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .37%, 3.49%, due 01/25/35
    4,382,865    
  18,308,812     Bayview Commercial Asset Trust, Series 05-4A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .39%, 3.51%, due 01/25/36
    16,977,762    

 

See accompanying notes to the financial statements.


3



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Business Loans — continued        
  13,515,851     Bayview Commercial Asset Trust, Series 07-3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .24%, 3.38%, due 07/25/37
    11,708,106    
  40,000,000     Bayview Commercial Asset Trust, Series 07-6A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + 1.30%, 4.42%, due 12/25/37
    38,600,000    
  11,655,715     Capitalsource Commercial Loan Trust, Series 06-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 08/22/16
    11,426,097    
  13,947,219     Capitalsource Commercial Loan Trust, Series 07-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .13%, 3.24%, due 03/20/17
    13,302,858    
  20,000,000     CNH Wholesale Master Note Trust, Series 06-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .06%, 3.18%, due 07/15/12
    19,671,875    
  6,528,360     GE Business Loan Trust, Series 04-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 05/15/32
    6,282,400    
  8,732,468     GE Business Loan Trust, Series 05-2A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .24%, 3.36%, due 11/15/33
    8,207,042    
  5,012,836     GE Commercial Loan Trust, Series 06-1, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .08%, 3.97%, due 04/19/17
    4,822,281    
  9,999,525     GE Commercial Loan Trust, Series 06-2, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 3.95%, due 04/19/15
    9,938,528    
  35,000,000     GE Dealer Floorplan Master Note Trust, Series 06-4, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 3.12%, due 10/20/11
    34,170,150    
  52,000,000     GE Dealer Floorplan Master Trust, Series 07-2, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 07/20/12
    50,225,393    
  12,016,843     Lehman Brothers Small Balance Commercial, Series 05-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 02/25/30
    11,003,288    
  11,452,768     Lehman Brothers Small Balance Commercial, Series 05-2A, Class 1A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 09/25/30
    10,377,568    
  17,394,971     Lehman Brothers Small Balance Commercial, Series 07-3A, Class 1A1, 144A,
Variable Rate, 1 mo. LIBOR + .65%, 3.77%, due 10/25/37
    17,013,149    
  34,269,000     Lehman Brothers Small Balance Commercial, Series 07-3A, Class 1A2, 144A,
Variable Rate, 1 mo. LIBOR + .85%, 3.97%, due 10/25/37
    31,735,686    
  18,000,000     Navistar Financial Dealer Note Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 02/25/13
    17,431,200    
  39,000,000     Navistar Financial Dealer Note Master Trust, Series 98-1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 07/25/11
    38,855,310    
  53,000,000     Textron Financial Floorplan Master Note, Series 05-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 05/13/10
    52,801,250    

 

See accompanying notes to the financial statements.


4



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Business Loans — continued        
  25,000,000     Textron Financial Floorplan Master Note, Series 07-AA, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .06%, 3.20%, due 03/13/12
    24,297,500    
  1,462,248     The Money Store Business Loan Backed Trust, Series 99-1, Class AN,
Variable Rate, 1 mo. LIBOR +.50%, 3.62%, due 09/15/17
    1,443,638    
    Total Business Loans     469,385,350    
        CMBS — 4.8%        
  14,500,000     Banc of America Commercial Mortgage, Inc., Series 06-3,
Class A2, 5.81%, due 07/10/44
    14,633,672    
  10,781,668     Bear Stearns Commercial Mortgage Securities, Inc., Series 05-PW10,
Class A1, 5.09%, due 12/11/40
    10,713,097    
  22,500,000     Citigroup/Deutsche Bank Commercial Mortgage, Series 05-CD1,
Class A2FL, Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 07/15/44
    21,530,250    
  43,000,000     Commercial Mortgage Pass-Through Certificates, Series 06-FL12,
Class AJ, 144A, Variable Rate, 1 mo. LIBOR + .13%, 3.25%, due 12/15/20
    42,527,000    
  32,000,000     GE Capital Commercial Mortgage Corp., Series 05-C4,
Class A2, 5.30%, due 11/10/45
    32,140,000    
  19,850,000     GE Capital Commercial Mortgage Corp., Series 06-C1,
Class A2, Variable Rate, 5.34%, due 03/10/44
    19,986,469    
  8,380,931     Greenwich Capital Commercial Funding Corp., Series 06-FL4A,
Class A1, 144A, Variable Rate, 1 mo. LIBOR + .09%, 3.31%, due 11/05/21
    8,056,170    
  32,000,000     GS Mortgage Securities Corp., Series 06-GG6,
Class A2, 5.51%, due 04/10/38
    31,638,750    
  8,330,127     GS Mortgage Securities Corp., Series 07-EOP, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .09%, 3.17%, due 03/06/20
    7,830,319    
  9,000,000     GS Mortgage Securities Corp., Series 07-EOP, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .13%, 3.21%, due 03/06/20
    8,280,000    
  10,181,082     J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 06-FL1A,
Class A1B, 144A, Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 02/15/20
    9,213,879    
  57,000,000     J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 06-LDP7,
Class A2, 5.86%, due 04/15/45
    56,866,620    
  6,985,033     Lehman Brothers Floating Rate Commercial, Series 06-LLFA,
Class A1, 144A, Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 09/15/21
    6,954,833    
  33,000,000     Merrill Lynch Mortgage Trust, Series 06-C1, Class A2,
Variable Rate, 5.61%, due 05/12/39
    32,862,070    
  12,000,000     Morgan Stanley Capital I, Series 06-IQ11, Class A2, 5.69%, due 10/15/42     11,775,720    
  13,000,000     Morgan Stanley Capital I, Series 06-IQ11, Class A3, 5.74%, due 10/15/42     12,375,220    

 

See accompanying notes to the financial statements.


5



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        CMBS — continued        
  6,734,934     Morgan Stanley Dean Witter Capital I, Series 03-TOP9,
Class A1, 3.98%, due 11/13/36
    6,549,319    
  32,935,773     Wachovia Bank Commercial Mortgage Trust, Series 06-WL7A,
Class A1, 144A, Variable Rate, 1 mo. LIBOR + .09%, 3.21%, due 09/15/21
    30,465,590    
    Total CMBS     364,398,978    
        CMBS Collateralized Debt Obligations — 1.3%        
  9,000,000     American Capital Strategies Ltd Commercial Real Estate CDO Trust,
Series 07-1A, Class A, 144A, Variable Rate, 3 mo. LIBOR + .80%, 3.89%,
due 11/23/52
    5,474,516    
  17,167,710     Crest Exeter Street Solar, Series 04-1A, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .35%, 5.19%, due 06/28/19
    15,909,083    
  20,000,000     G-Force LLC, Series 05-RR2, Class A2, 144A, 5.16%, due 12/25/39     19,894,000    
  30,000,000     Guggenheim Structured Real Estate Funding, Series 05-2A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .32%, 3.44%, due 08/26/30
    27,450,000    
  35,500,000     Marathon Real Estate CDO, Series 06-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .33%, 3.45%, due 05/25/46
    31,240,000    
    Total CMBS Collateralized Debt Obligations     99,967,599    
        Collateralized Loan Obligations — 0.0%        
  2,822,031     Archimedes Funding IV (Cayman) Ltd., Series 4A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .48%, 3.57%, due 02/25/13
    2,787,064    
        Credit Cards — 18.0%        
  14,300,000     Advanta Business Card Master Trust, Series 05-A1, Class A1,
Variable Rate, 1 mo. LIBOR + .07%, 3.19%, due 04/20/11
    14,240,655    
  20,000,000     Advanta Business Card Master Trust, Series 05-A2, Class A2,
Variable Rate, 1 mo. LIBOR + .13%, 3.24%, due 05/20/13
    19,287,500    
  7,000,000     Advanta Business Card Master Trust, Series 05-A5, Class A5,
Variable Rate, 1 mo. LIBOR + .06%, 3.18%, due 04/20/12
    6,797,350    
  30,000,000     Advanta Business Card Master Trust, Series 07-A4, Class A4,
Variable Rate, 1 mo. LIBOR + .03%, 3.14%, due 04/22/13
    29,137,500    
  17,000,000     American Express Credit Account Master Trust, Series 04-1, Class A,
Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 09/15/11
    16,891,710    
  25,000,000     American Express Credit Account Master Trust, Series 04-4, Class A,
Variable Rate, 1 mo. LIBOR + .09%, 3.21%, due 03/15/12
    24,693,200    

 

See accompanying notes to the financial statements.


6



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Credit Cards — continued        
  19,055,000     American Express Credit Account Master Trust, Series 05-3, Class A,
Variable Rate, 1 mo. LIBOR, 3.12%, due 01/18/11
    19,003,552    
  64,000,000     American Express Credit Account Master Trust, Series 05-5, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 02/15/13
    63,032,960    
  1,900,000     American Express Credit Account Master Trust, Series 05-6, Class A,
Variable Rate, 1 mo. LIBOR, 3.12%, due 03/15/11
    1,893,616    
  25,000,000     American Express Credit Account Master Trust, Series 06-1, Class A,
Variable Rate, 1 mo. LIBOR + .03%, 3.15%, due 12/15/13
    24,339,750    
  12,000,000     American Express Issuance Trust, Series 07-1, Class A,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 09/15/11
    11,774,280    
  25,000,000     Arran, Series 2005-A, Class A, Variable Rate, 1 mo. LIBOR + .02%,
3.14%, due 12/15/10
    24,687,500    
  26,175,000     Bank of America Credit Card Trust, Series 06-A10, Class A10,
Variable Rate, 1 mo. LIBOR - .02%, 3.10%, due 02/15/12
    25,891,238    
  14,000,000     Bank of America Credit Card Trust, Series 07-A13, Class A13,
Variable Rate, 1 mo. LIBOR + .22%, 3.34%, due 04/16/12
    13,877,500    
  11,670,000     Bank One Issuance Trust, Series 03-A10, Class A10,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 06/15/11
    11,612,817    
  38,635,000     Bank One Issuance Trust, Series 03-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 12/15/10
    38,611,819    
  5,710,000     Bank One Issuance Trust, Series 03-A6, Class A6,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 02/15/11
    5,701,226    
  10,000,000     Capital One Master Trust, Series 01-6, Class A,
Variable Rate, 1 mo. LIBOR + .19%, 3.31%, due 06/15/11
    9,958,700    
  30,000,000     Capital One Master Trust, Series 02-1A, Class A,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 11/15/11
    29,858,203    
  15,000,000     Capital One Multi-Asset Execution Trust, Series 04-A2, Class A2,
Variable Rate, 1 mo. LIBOR + .09%, 3.21%, due 01/17/12
    14,875,950    
  15,000,000     Capital One Multi-Asset Execution Trust, Series 04-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 02/15/12
    14,867,863    
  26,275,000     Capital One Multi-Asset Execution Trust, Series 04-A7, Class A7,
Variable Rate, 3 mo. LIBOR + .15%, 3.22%, due 06/16/14
    25,338,306    
  30,000,000     Capital One Multi-Asset Execution Trust, Series 06-A14, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 08/15/13
    29,106,000    
  341,000     Capital One Multi-Asset Execution Trust, Series 06-A7, Class A7,
Variable Rate, 1 mo. LIBOR + .03%, 3.15%, due 03/17/14
    329,962    

 

See accompanying notes to the financial statements.


7



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Credit Cards — continued        
  9,000,000     Capital One Multi-Asset Execution Trust, Series 07-A4, Class A4,
Variable Rate, 1 mo. LIBOR + .03%, 3.15%, due 03/16/15
    8,577,900    
  20,000,000     Capital One Multi-Asset Execution Trust, Series 07-A6, Class A6,
Variable Rate, 1 mo. LIBOR + .07%, 3.19%, due 05/15/13
    19,552,000    
  49,000,000     Charming Shoppes Master Trust, Series 07-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + 1.25%, 4.37%, due 09/15/17
    46,583,810    
  14,000,000     Chase Credit Card Master Trust, Series 03-5, Class A,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 01/17/11
    13,960,380    
  30,000,000     Chase Issuance Trust, Series 05-A3, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 10/17/11
    29,806,200    
  14,000,000     Chase Issuance Trust, Series 05-A9, Class A9,
Variable Rate, 1 mo. + .02%, 3.14%, due 11/15/11
    13,762,000    
  29,000,000     Chase Issuance Trust, Series 06-A7, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 02/15/13
    28,312,990    
  5,500,000     Chase Issuance Trust, Series 07-A1, Class A1,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 03/15/13
    5,382,026    
  17,500,000     Chase Issuance Trust, Series 07-A11, Class A11,
Variable Rate, 1 mo. LIBOR, 3.12%, due 07/16/12
    17,220,056    
  16,000,000     Citibank Credit Card Issuance Trust, Series 01-A7, Class A7,
Variable Rate, 3 mo. LIBOR + .14%, 3.20%, due 08/15/13
    15,620,800    
  20,000,000     Citibank Credit Card Issuance Trust, Series 04-A3, Class A3,
Variable Rate, 3 mo. LIBOR + .07%, 3.79%, due 07/25/11
    19,832,400    
  10,000,000     Citibank Credit Card Issuance Trust, Series 05-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .07%, 3.21%, due 04/24/14
    9,623,200    
  27,000,000     Citibank Credit Card Issuance Trust, Series 06-A6, Class A6,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 05/24/12
    26,546,400    
  16,000,000     Citibank Credit Card Issuance Trust, Series 07-A1, Class A1,
Variable Rate, 3 mo. LIBOR - .01%, 4.87%, due 03/22/12
    15,774,400    
  32,000,000     Citibank Credit Card Issuance Trust, Series 07-A2, Class A2,
Variable Rate, 3 mo. LIBOR - .01%, 3.06%, due 05/21/12
    31,459,200    
  12,000,000     Discover Card Master Trust I, Series 03-4, Class A1,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 05/15/11
    11,923,080    
  6,950,000     Discover Card Master Trust I, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 09/16/10
    6,945,691    
  46,700,000     Discover Card Master Trust I, Series 05-3, Class A,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 05/15/11
    46,378,704    

 

See accompanying notes to the financial statements.


8



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Credit Cards — continued        
  13,000,000     Discover Card Master Trust I, Series 05-4, Class A1,
Variable Rate, 1 mo. LIBOR + .06%, 3.18%, due 06/18/13
    12,658,750    
  4,800,000     Discover Card Master Trust I, Series 07-1, Class A,
Variable Rate, 1 mo. LIBOR, 3.13%, due 08/15/12
    4,707,024    
  58,000,000     First National Master Note Trust, Series 07-2, Class A,
Variable Rate, 1 mo. LIBOR + .75%, 3.87%, due 11/15/12
    57,492,500    
  25,000,000     GE Capital Credit Card Master Note Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 03/15/13
    24,382,014    
  45,000,000     GE Capital Credit Card Master Note Trust, Series 07-3, Class A1,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 06/15/13
    44,156,250    
  48,000,000     Household Credit Card Master Note Trust I, Series 07-1, Class A,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 04/15/13
    46,950,000    
  24,000,000     Household Credit Card Master Note Trust I, Series 07-2, Class A,
Variable Rate, 1 mo. LIBOR + .55%, 3.67%, due 07/15/13
    23,556,563    
  3,000,000     MBNA Credit Card Master Note Trust Series 01-A5, Class A5,
Variable Rate, 1 mo. LIBOR + .21%, 3.33%, due 03/15/11
    2,996,460    
  31,976,000     MBNA Credit Card Master Note Trust, Series 03-A3, Class A3,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 08/16/10
    31,968,646    
  14,000,000     MBNA Credit Card Master Note Trust, Series 04-A7, Class A7,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 12/15/11
    13,877,500    
  15,000,000     MBNA Credit Card Master Note Trust, Series 04-A8, Class A8,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 01/15/14
    14,609,700    
  19,000,000     MBNA Credit Card Master Note Trust, Series 05-A5, Class A5,
Variable Rate, 1 mo. LIBOR, 3.12%, due 12/15/10
    18,952,500    
  75,675,000     MBNA Credit Card Master Note Trust, Series 06-A4, Class A4,
Variable Rate, 1 mo. LIBOR - .01%, 3.11%, due 09/15/11
    75,060,141    
  25,000,000     Pillar Funding Plc, Series 04-2, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 5.13%, due 09/15/11
    24,143,500    
  60,500,000     Turquoise Card Backed Securities Plc, Series 06-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 05/16/11
    59,791,016    
  17,000,000     World Financial Network Credit Card Master Trust, Series 03-A,
Class A2, Variable Rate, 1 mo. LIBOR + .37%, 3.49%, due 05/15/12
    16,915,000    
  54,100,000     World Financial Network Credit Card Master Trust, Series 04-A,
Class A, Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 03/15/13
    52,633,349    
  15,000,000     World Financial Network Credit Card Master Trust, Series 06-A,
Class A, 144A, Variable Rate, 1 mo. LIBOR + .13%, 3.25%, due 02/15/17
    13,403,550    
    Total Credit Cards     1,381,324,857    

 

See accompanying notes to the financial statements.


9



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Emerging Markets Collateralized Debt Obligations — 0.2%        
  16,000,000     Santiago CDO Ltd., Series 05-1A, Class A, 144A,
Variable Rate, 6 mo. LIBOR + .40%, 5.53%, due 04/18/17
    14,720,000    
        Equipment Leases — 1.2%        
  4,372,043     CNH Equipment Trust, Series 04-A, Class A4A,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 09/15/11
    4,354,281    
  21,325,258     CNH Equipment Trust, Series 05-A, Class A4A,
Variable Rate, 1 mo. LIBOR + .04%, 3.16%, due 06/15/12
    21,097,504    
  24,500,000     CNH Equipment Trust, Series 07-B, Class A3B,
Variable Rate, 1 mo. LIBOR + .60%, 3.72%, due 10/17/11
    24,148,180    
  45,000,000     GE Equipment Midticket LLC, Series 07-1, Class A3B,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 06/14/11
    43,931,250    
    Total Equipment Leases     93,531,215    
        High Yield Collateralized Debt Obligations — 0.0%        
  645,070     SHYPPCO Finance Co., LLC, Series 1I, Class A2B, 6.64%, due 06/15/10     612,817    
        Insurance Premiums — 0.7%        
  16,000,000     AICCO Premium Finance Master Trust, Series 05-1, Class A,
Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 04/15/10
    15,894,400    
  40,000,000     AICCO Premium Finance Master Trust, Series 07-AA, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 12/15/11
    39,125,000    
    Total Insurance Premiums     55,019,400    
        Insured Auto Financing — 5.9%        
  17,500,000     Aesop Funding II LLC, Series 03-5A, Class A2, 144A, XL,
Variable Rate, 1 mo. LIBOR +.38%, 3.49%, due 12/20/09
    16,967,635    
  10,000,000     Aesop Funding II LLC, Series 05-1A, Class A3, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 04/20/11
    9,121,300    
  19,550,000     AmeriCredit Automobile Receivables Trust, Series 05-BM, Class A4,
MBIA, Variable Rate, 1 mo. LIBOR + .08%, 3.27%, due 05/06/12
    18,009,888    
  6,841,252     AmeriCredit Automobile Receivables Trust, Series 06-RM, Class A1,
MBIA, 5.37%, due 10/06/09
    6,826,986    
  31,000,000     AmeriCredit Automobile Receivables Trust, Series 07-AX, Class A4, XL,
Variable Rate, 1 mo. LIBOR + .04%, 3.23%, due 10/06/13
    27,512,500    

 

See accompanying notes to the financial statements.


10



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Insured Auto Financing — continued        
  20,000,000     AmeriCredit Automobile Receivables Trust, Series 07-BF, Class A4,
FSA, Variable Rate, 1 mo. LIBOR + .05%, 3.13%, due 12/06/13
    18,800,000    
  12,000,000     AmeriCredit Automobile Receivables Trust, Series 07-CM, Class A3B,
MBIA, Variable Rate, 1 mo. LIBOR + .03%, 3.22%, due 05/07/12
    10,947,444    
  17,000,000     AmeriCredit Automobile Receivables Trust, Series 07-DF, Class A4B,
FSA, Variable Rate, 1 mo. LIBOR + .80%, 3.99%, due 06/06/14
    15,790,728    
  31,000,000     AmeriCredit Prime Automobile Receivables Trust, Series 07-2M, Class A4B,
MBIA, Variable Rate, 1 mo. LIBOR + .50%, 3.69%, due 03/08/16
    27,401,830    
  30,000,000     ARG Funding Corp., Series 05-2A, Class A3, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .14%, 3.26%, due 05/20/10
    28,006,510    
  6,500,560     Capital One Auto Finance Trust, Series 04-A, Class A4, AMBAC,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 03/15/11
    6,211,490    
  5,535,997     Capital One Auto Finance Trust, Series 04-B, Class A4, MBIA,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 08/15/11
    5,258,817    
  37,000,000     Capital One Auto Finance Trust, Series 06-A, Class A4, AMBAC,
Variable Rate, 1 mo. LIBOR + .01%, 3.13%, due 12/15/12
    34,525,625    
  29,000,000     Capital One Auto Finance Trust, Series 06-B, Class A4, MBIA,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 07/15/13
    27,415,730    
  8,000,000     Capital One Auto Finance Trust, Series 07-A, Class A4, AMBAC,
Variable Rate, 1 mo. LIBOR + .02%, 3.14%, due 11/15/13
    7,108,240    
  28,000,000     Capital One Auto Finance Trust, Series 07-C, Class A3B, FGIC,
Variable Rate, 1 mo. LIBOR + .51%, 3.63%, due 04/16/12
    25,753,560    
  9,000,000     Hertz Vehicle Financing LLC, Series 05-1A, Class A1, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .14%, 3.26%, due 02/25/10
    8,549,081    
  2,000,000     Hertz Vehicle Financing LLC, Series 05-2A, Class A3, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .20%, 3.34%, due 02/25/11
    1,808,260    
  10,000,000     Hertz Vehicle Financing LLC, Series 05-2A, Class A5, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 11/25/11
    8,477,208    
  10,000,000     Rental Car Finance Corp., Series 04-1A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 06/25/09
    9,894,320    
  50,000,000     Santander Drive Auto Receivables Trust, Series 07-1, Class A4, FGIC,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 09/15/14
    40,322,197    
  29,500,000     Santander Drive Auto Receivables Trust, Series 07-3, Class A4B, FGIC,
Variable Rate, 1 mo. LIBOR + .65%, 3.77%, due 10/15/14
    25,277,960    
  65,000,000     Triad Auto Receivables Owner Trust, Series 07-B, Class A4B, FSA,
Variable Rate, 1 mo. LIBOR + 1.20%, 4.33%, due 07/14/14
    64,246,000    

 

See accompanying notes to the financial statements.


11



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Insured Auto Financing — continued        
  8,740,000     UPFC Auto Receivables Trust, Series 06-B, Class A3, AMBAC,
5.01%, due 08/15/12
    8,652,600    
    Total Insured Auto Financing     452,885,909    
        Insured Business Loans — 0.1%        
  4,526,144     CNL Commercial Mortgage Loan Trust, Series 03-2A, Class A1, 144A,
AMBAC, Variable Rate, 1 mo. LIBOR + .44%, 3.58%, due 10/25/30
    4,337,139    
  1,827,743     Golden Securities Corp., Series 03-A, Class A1, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .30%, 3.56%, due 12/02/13
    1,823,375    
    Total Insured Business Loans     6,160,514    
        Insured Credit Cards — 0.4%        
  35,000,000     Cabela's Master Credit Card Trust, Series 04-2A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 03/15/11
    33,966,798    
        Insured High Yield Collateralized Debt Obligations — 0.6%        
  25,576,923     Augusta Funding Ltd., Series 10A, Class F-1, 144A, CapMAC,
Variable Rate, 3 mo. LIBOR +.25%, 5.33%, due 06/30/17
    25,001,442    
  1,086,305     Cigna CBO Ltd, Series 96-1, Class A2, 144A,
Variable Rate, CapMAC, 6.46%, due 11/15/08
    1,086,305    
  10,000,000     GSC Partners CDO Fund Ltd, Series 03-4A, Class A3, 144A, AMBAC,
Variable Rate, 3 mo. LIBOR + .46%, 4.39%, due 12/16/15
    9,812,000    
  8,991,902     GSC Partners CDO Fund Ltd, Series 2A, Class A, 144A, FSA,
Variable Rate, 6 mo. LIBOR + .52%, 5.37%, due 05/22/13
    8,345,190    
    Total Insured High Yield Collateralized Debt Obligations     44,244,937    
        Insured Other — 1.8%        
  30,000,000     DB Master Finance LLC, Series 06-1, Class A2, 144A, AMBAC,
5.78%, due 06/20/31
    26,493,406    
  60,000,000     Dominos Pizza Master Issuer LLC, Series 07-1, Class A2, 144A, MBIA,
5.26%, due 04/25/37
    51,861,048    
  18,492,878     Henderson Receivables LLC, Series 06-3A, Class A1, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 09/15/41
    14,624,353    
  17,761,817     Henderson Receivables LLC, Series 06-4A, Class A1, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 12/15/41
    14,077,305    

 

See accompanying notes to the financial statements.


12



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Insured Other — continued        
  26,559,540     TIB Card Receivables Fund, 144A, FGIC,
Variable Rate, 3 mo. LIBOR + .25%, 4.90%, due 01/05/14
    25,380,296    
  3,488,000     Toll Road Investment Part II, Series B, 144A, MBIA,
Zero Coupon, due 02/15/30
    735,305    
  35,000,000     Toll Road Investment Part II, Series C, 144A, MBIA,
Zero Coupon, due 02/15/37
    4,433,100    
    Total Insured Other     137,604,813    
        Insured Residential Asset-Backed Securities (European) — 0.0%        
GBP 337,521     RMAC, Series 03-NS2A, Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. GBP LIBOR + .40%, 7.03%, due 09/12/35
    670,537    
        Insured Residential Asset-Backed Securities (United States) — 0.1%        
  4,819,346     Ameriquest Mortgage Securities, Inc., Series 04-R6, Class A1, XL,
Variable Rate, 1 mo. LIBOR + .21%, 3.33%, due 07/25/34
    4,218,374    
  5,450,256     Citigroup Mortgage Loan Trust, Inc., Series 03-HE3, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .38%, 3.52%, due 12/25/33
    4,626,177    
  338,824     Quest Trust, Series 03-X4A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .43%, 3.57%, due 12/25/33
    288,001    
  1,418,024     Quest Trust, Series 04-X1, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .33%, 3.47%, due 03/25/34
    1,267,288    
    Total Insured Residential Asset-Backed Securities (United States)     10,399,840    
        Insured Residential Mortgage-Backed Securities
(United States) — 0.7%
       
  931,654     Chevy Chase Mortgage Funding Corp., Series 03-4A, Class A1, 144A,
AMBAC, Variable Rate, 1 mo. LIBOR + .34%, 3.48%, due 10/25/34
    745,323    
  2,152,419     Chevy Chase Mortgage Funding Corp., Series 04-1A, Class A2, 144A,
AMBAC, Variable Rate, 1 mo. LIBOR + .33%, 3.47%, due 01/25/35
    1,721,935    
  31,078,145     Countrywide Home Equity Loan Trust, Series 07-E, Class A, MBIA,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 11/15/32
    25,333,770    
  10,000,000     GMAC Mortgage Corp. Loan Trust, Series 04-HE3, Class A3, FSA,
Variable Rate, 1 mo. LIBOR + .23%, 3.37%, due 10/25/34
    9,792,578    
  1,052,848     GreenPoint Home Equity Loan Trust, Series 04-1, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .23%, 3.60%, due 07/25/29
    879,115    
  958,820     GreenPoint Home Equity Loan Trust, Series 04-4, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .28%, 3.68%, due 08/15/30
    815,642    

 

See accompanying notes to the financial statements.


13



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Insured Residential Mortgage-Backed Securities
(United States) — continued
       
  2,203,804     Lehman ABS Corp., Series 04-2, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .22%, 3.58%, due 06/25/34
    1,851,195    
  724,063     Residential Funding Mortgage Securities II, Series 03-HS1, Class AII, FGIC,
Variable Rate, 1 mo. LIBOR + .29%, 3.43%, due 12/25/32
    624,504    
  6,681,158     SBI Heloc Trust, Series 05-HE1, Class 1A, 144A, FSA,
Variable Rate, 1 mo. LIBOR + .19%, 3.31%, due 11/25/35
    6,013,042    
  3,912,101     Wachovia Asset Securitization, Inc., Series 02-HE1, Class A, AMBAC,
Variable Rate, 1 mo. LIBOR + .37%, 3.51%, due 09/27/32
    3,531,088    
  3,767,923     Wachovia Asset Securitization, Inc., Series 04-HE1, Class A, MBIA,
Variable Rate, 1 mo. LIBOR + .22%, 3.36%, due 06/25/34
    3,403,592    
    Total Insured Residential Mortgage-Backed Securities (United States)     54,711,784    
        Insured Time Share — 0.7%        
  2,673,670     Cendant Timeshare Receivables Funding LLC, Series 04-1A, Class A2,
144A, MBIA, Variable Rate, 1 mo. LIBOR + .18%, 3.29%, due 05/20/16
    2,389,803    
  5,469,361     Cendant Timeshare Receivables Funding LLC, Series 05-1A, Class A2,
144A, FGIC, Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 05/20/17
    5,014,721    
  9,086,393     Sierra Receivables Funding Co., Series 06-1A, Class A2, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 05/20/18
    7,694,994    
  9,152,906     Sierra Receivables Funding Co., Series 07-1A, Class A2, 144A, FGIC,
Variable Rate, 1 mo. LIBOR + .15%, 3.26%, due 03/20/19
    8,140,366    
  32,253,704     Sierra Receivables Funding Co., Series 07-2A, Class A2, 144A, MBIA,
Variable Rate, 1 mo. LIBOR + 1.00%, 4.12%, due 09/20/19
    27,797,887    
    Total Insured Time Share     51,037,771    
        Insured Transportation — 0.1%        
  9,250,000     GE Seaco Finance SRL, Series 04-1A, Class A, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .30%, 3.42%, due 04/17/19
    8,301,875    
        Investment Grade Corporate Collateralized
Debt Obligations — 3.0%
       
  20,000,000     Counts Trust, Series 04-2, 144A, Variable Rate, 3 mo. LIBOR + .95%,
5.88%, due 09/20/09
    19,601,000    
  10,000,000     Morgan Stanley ACES SPC, Series 04-12, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .60%, 3.70%, due 08/05/09
    9,415,000    
  7,000,000     Morgan Stanley ACES SPC, Series 04-12, Class I, 144A,
Variable Rate, 3 mo. LIBOR + 0.80%, 3.90%, due 08/05/09
    6,405,000    

 

See accompanying notes to the financial statements.


14



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Investment Grade Corporate Collateralized
Debt Obligations — continued
       
  6,000,000     Morgan Stanley ACES SPC, Series 04-15, Class I, 144A,
Variable Rate, 3 mo. LIBOR + .45%, 5.38%, due 12/20/09
    5,673,000    
  11,000,000     Morgan Stanley ACES SPC, Series 04-15, Class II, 144A,
Variable Rate, 3 mo. LIBOR + .65%, 5.58%, due 12/20/09
    9,933,000    
  3,000,000     Morgan Stanley ACES SPC, Series 04-15, Class III, 144A,
Variable Rate, 3 mo. LIBOR + .75%, 5.68%, due 12/20/09
    2,595,000    
  16,000,000     Morgan Stanley ACES SPC, Series 05-10, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .52%, 5.45%, due 03/20/10
    14,472,000    
  30,000,000     Morgan Stanley ACES SPC, Series 05-15, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .40%, 5.33%, due 12/20/10
    27,600,000    
  16,000,000     Morgan Stanley ACES SPC, Series 05-2A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .45%, 5.38%, due 03/20/10
    14,728,000    
  46,000,000     Morgan Stanley ACES SPC, Series 06-13A, Class A, 144A,
Variable Rate, 3 mo. LIBOR + .29%, 5.22%, due 06/20/13
    33,276,400    
  15,000,000     Prism Orso Trust, Series 04-MAPL, Class CERT, 144A,
Variable Rate, 3 mo. LIBOR + .70%, 5.63%, due 08/01/11
    13,902,000    
  49,000,000     Reve SPC, 144A, Variable Rate, 3 mo. LIBOR + .22%, 5.15%, due 03/20/14     40,425,000    
  30,000,000     Salisbury International Investments Ltd., Series EMTN,
Variable Rate, 3 mo. LIBOR + .42%, 5.35%, due 06/22/10
    28,989,000    
    Total Investment Grade Corporate Collateralized Debt Obligations     227,014,400    
        Rate Reduction Bonds — 1.0%        
  2,078,523     Connecticut RRB Special Purpose Trust CL&P-1, Series 01-1, Class A4,
Variable Rate, 3 mo. LIBOR + .31%, 5.14%, due 12/30/10
    2,073,327    
  23,000,000     Massachusetts RRB Special Purpose Trust, Series 05-1,
Class A3, 4.13%, due 09/15/13
    23,304,520    
  30,000,000     PG&E Energy Recovery Funding LLC, Series 05-1,
Class A4, 4.37%, due 06/25/14
    29,850,000    
  18,794,586     PG&E Energy Recovery Funding LLC, Series 05-2,
Class A1, 4.85%, due 06/25/11
    18,953,025    
  6,318,850     PSE&G Transition Funding LLC, Series 01-1, Class A4,
Variable Rate, 3 mo. LIBOR + .30%, 5.29%, due 06/15/11
    6,304,443    
    Total Rate Reduction Bonds     80,485,315    

 

See accompanying notes to the financial statements.


15



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Asset-Backed Securities (United States) — 17.7%        
  5,212,273     Accredited Mortage Loan Trust, Series 07-1, Class A1,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 02/25/37
    5,016,676    
  1,119,337     Accredited Mortgage Loan Trust, Series 04-4, Class A1B,
Variable Rate, 1 mo. LIBOR + .39%, 3.53%, due 01/25/35
    1,018,815    
  6,419,401     ACE Securities Corp., Series 05-AG1, Class A2B,
Variable Rate, 1 mo. LIBOR + .21%, 3.33%, due 08/25/35
    6,074,229    
  7,013,541     ACE Securities Corp., Series 05-ASP1, Class A2B,
Variable Rate, 1 mo. LIBOR + .21%, 3.35%, due 09/25/35
    6,524,697    
  7,000,000     ACE Securities Corp., Series 05-ASP1, Class A2C,
Variable Rate, 1 mo. LIBOR + .27%, 3.39%, due 09/25/35
    5,791,660    
  5,084,416     ACE Securities Corp., Series 06-ASL1, Class A,
Variable Rate, 1 mo. LIBOR + .14%, 3.28%, due 02/25/36
    3,050,650    
  36,409,000     ACE Securities Corp., Series 06-ASP1, Class A2B,
Variable Rate, 1 mo. LIBOR + .15%, 3.29%, due 12/25/35
    34,115,233    
  30,000,000     ACE Securities Corp., Series 06-ASP2, Class A2B,
Variable Rate, 1 mo. LIBOR + .14%, 3.28%, due 03/25/36
    27,849,900    
  10,000,000     ACE Securities Corp., Series 06-ASP2, Class A2C,
Variable Rate, 1 mo. LIBOR + .18%, 3.32%, due 03/25/36
    8,531,300    
  17,000,000     ACE Securities Corp., Series 06-ASP4, Class A2B,
Variable Rate, 1 mo. LIBOR + .10%, 3.24%, due 08/25/36
    15,148,700    
  24,000,000     ACE Securities Corp., Series 06-ASP5, Class A2C,
Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 10/25/36
    19,562,880    
  4,145,404     ACE Securities Corp., Series 06-CW1, Class A2A,
Variable Rate, 1 mo. LIBOR + .05%, 3.17%, due 07/25/36
    4,018,223    
  22,000,000     ACE Securities Corp., Series 06-CW1, Class A2B,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 07/25/36
    20,067,520    
  7,000,000     ACE Securities Corp., Series 06-HE2, Class A2C,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 05/25/36
    5,768,350    
  17,500,000     ACE Securities Corp., Series 06-HE3, Class A2B,
Variable Rate, 1 mo. LIBOR + .09%, 3.21%, due 06/25/36
    16,047,325    
  13,000,000     ACE Securities Corp., Series 06-OP1, Class A2C,
Variable Rate, 1 mo. LIBOR + .15%, 3.29%, due 04/25/36
    10,328,500    
  6,625,191     ACE Securities Corp., Series 06-SL1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 09/25/35
    4,306,374    
  14,097,727     ACE Securities Corp., Series 06-SL3, Class A1,
Variable Rate, 1 mo. LIBOR + .10%, 3.22%, due 06/25/36
    5,639,091    

 

See accompanying notes to the financial statements.


16



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Asset-Backed Securities (United States) — continued        
  14,036,000     ACE Securities Corp., Series 06-SL3, Class A2,
Variable Rate, 1 mo. LIBOR + .17%, 3.29%, due 06/25/36
    4,210,800    
  34,668,278     ACE Securities Corp., Series 07-HE1, Class A2A,
Variable Rate, 1 mo. LIBOR + .09%, 3.23%, due 01/25/37
    30,242,872    
  16,943,416     ACE Securities Corp., Series 07-WM1, Class A2A,
Variable Rate, 1 mo. LIBOR + .07%, 3.19%, due 11/25/36
    15,848,702    
  1,821,915     Aegis Asset Backed Securities Trust, Series 05-5, Class 1A2,
Variable Rate, 1 mo. LIBOR + .18%, 3.30%, due 12/25/35
    1,816,504    
  15,785,593     Alliance Bancorp Trust, Series 07-S1, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .20%, 3.34%, due 05/25/37
    6,314,237    
  4,100,651     Argent Securities, Inc., Series 04-W8, Class A5,
Variable Rate, 1 mo. LIBOR + .52%, 3.66%, due 05/25/34
    3,247,203    
  75,067,000     Argent Securities, Inc., Series 06-M1, Class A2C,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 07/25/36
    55,744,754    
  18,000,000     Argent Securities, Inc., Series 06-M2, Class A2B,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 09/25/36
    16,775,820    
  30,513,634     Argent Securities, Inc., Series 06-W2, Class A2B,
Variable Rate, 1 mo. LIBOR + .19%, 3.31%, due 03/25/36
    28,362,423    
  6,000,000     Argent Securities, Inc., Series 06-W4, Class A2B,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 05/25/36
    5,799,660    
  13,000,000     Argent Securities, Inc., Series 06-W5, Class A2C,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 06/25/36
    10,873,281    
  19,000,000     Asset Backed Funding Certificates, Series 06-OPT2, Class A3B,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 10/25/36
    17,432,500    
  13,500,000     Asset Backed Funding Certificates, Series 06-OPT2, Class A3C,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 10/25/36
    11,141,719    
  5,430,975     Asset Backed Funding Certificates, Series 06-OPT3, Class A3A,
Variable Rate, 1 mo. LIBOR + .06%, 3.18%, due 11/25/36
    5,247,679    
  57,744,841     Asset Backed Funding Certificates, Series 07-NC1, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .22%, 3.34%, due 05/25/37
    53,810,974    
  10,000,000     Bayview Financial Acquisition Trust, Series 04-B, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .50%, 3.63%, due 05/28/39
    9,808,548    
  10,400,000     Bayview Financial Acquisition Trust, Series 04-B, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .65%, 3.78%, due 05/28/39
    10,275,270    
  15,000,000     Bayview Financial Acquisition Trust, Series 05-A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .50%, 3.62%, due 02/28/40
    13,875,000    

 

See accompanying notes to the financial statements.


17



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Asset-Backed Securities (United States) — continued        
  7,891,358     Bear Stearns Asset Backed Securities, Inc., Series 07-AQ1, Class A1,
Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 11/25/36
    7,549,741    
  10,000,000     Bear Stearns Asset Backed Securities, Inc., Series 07-AQ1, Class A2,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 11/25/36
    7,000,000    
  12,093,974     Bear Stearns Mortgage Funding Trust, Series 07-SL2, Class 1A,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 02/25/37
    5,079,469    
  39,000,000     Carrington Mortgage Loan Trust, Series 06-NC1, Class A2,
Variable Rate, 1 mo. LIBOR + .16%, 3.30%, due 01/25/36
    38,134,200    
  9,610,865     Carrington Mortgage Loan Trust, Series 07-FRE1, Class A1,
Variable Rate, 1 mo. LIBOR + .12%, 3.26%, due 02/25/37
    9,304,518    
  47,000,000     Carrington Mortgage Loan Trust, Series 07-FRE1, Class A2,
Variable Rate, 1 mo. LIBOR + .20%, 3.34%, due 02/25/37
    41,595,940    
  2,812,026     Centex Home Equity, Series 05-C, Class AV3,
Variable Rate, 1 mo. LIBOR + .23%, 3.35%, due 06/25/35
    2,801,481    
  16,500,000     Centex Home Equity, Series 06-A, Class AV3,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 06/25/36
    14,285,700    
  641,073     Chase Funding Mortgage Loan Trust, Series 03-3, Class 2A2,
Variable Rate, 1 mo. LIBOR + .27%, 3.68%, due 04/25/33
    592,993    
  202,624     Citigroup Mortgage Loan Trust, Inc., Series 04-OPT1, Class A1B,
Variable Rate, 1 mo. LIBOR + .41%, 3.55%, due 10/25/34
    157,864    
  14,500,000     Citigroup Mortgage Loan Trust, Inc., Series 06-HE3, Class A2C,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 12/25/36
    10,367,500    
  5,303,236     Citigroup Mortgage Loan Trust, Inc., Series 06-WMC1, Class A2B,
Variable Rate, 1 mo. LIBOR + .15%, 3.29%, due 12/25/35
    5,234,824    
  46,500,000     Countrywide Asset-Backed Certificates, Series 06-BC3, Class 2A2,
Variable Rate, 1 mo. LIBOR + .14%, 3.26%, due 02/25/37
    41,490,359    
  23,199,364     Countrywide Asset-Backed Certificates, Series 06-BC5, Class 2A1,
Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 03/25/37
    22,383,649    
  13,287,504     Credit-Based Asset Servicing & Securitization, Series 06-RP1, Class A1,
144A, Variable Rate, 1 mo. LIBOR + .11%, 3.23%, due 04/25/36
    12,872,270    
  634,090     Equity One ABS, Inc., Series 04-1, Class AV2,
Variable Rate, 1 mo. LIBOR + .30%, 3.44%, due 04/25/34
    486,664    
  18,500,000     First Franklin Mortgage Loan Asset Backed Certificates, Series 06-FF5,
Class 2A3, Variable Rate, 1 mo. LIBOR + .16%, 3.30%, due 04/25/36
    15,730,781    
  9,219,596     Fremont Home Loan Trust, Series 06-A, Class 1A2,
Variable Rate, 1 mo. LIBOR + .19%, 3.33%, due 05/25/36
    7,421,775    

 

See accompanying notes to the financial statements.


18



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Asset-Backed Securities (United States) — continued        
  10,000,000     Fremont Home Loan Trust, Series 06-B, Class 2A2,
Variable Rate, 1 mo. LIBOR + .10%, 3.24%, due 08/25/36
    9,600,000    
  23,625,000     Fremont Home Loan Trust, Series 06-B, Class 2A3,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 08/25/36
    16,419,375    
  20,497,697     GE-WMC Mortgage Securities, Series 05-2, Class A2B,
Variable Rate, 1 mo. LIBOR + .17%, 3.29%, due 12/25/35
    20,036,498    
  19,000,000     GE-WMC Mortgage Securities, Series 06-1, Class A2B,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 08/25/36
    15,027,100    
  2,939,771     Home Equity Asset Trust, Series 05-4, Class 2A2,
Variable Rate, 1 mo. LIBOR + .23%, 3.37%, due 10/25/35
    2,910,374    
  5,265,336     Household Home Equity Loan Trust, Series 05-2, Class A2,
Variable Rate, 1 mo. LIBOR + .31%, 3.43%, due 01/20/35
    4,807,087    
  5,920,707     Household Home Equity Loan Trust, Series 05-3, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 01/20/35
    5,342,513    
  18,176,742     Household Home Equity Loan Trust, Series 06-1, Class A1,
Variable Rate, 1 mo. LIBOR + .16%, 3.27%, due 01/20/36
    16,654,440    
  5,271,576     IXIS Real Estate Capital Trust, Series 06-HE1, Class A2,
Variable Rate, 1 mo. LIBOR + .14%, 3.28%, due 03/25/36
    5,241,528    
  38,000,000     J.P. Morgan Mortgage Acquisition Corp., Series 06-WMC4, Class A3,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 12/25/36
    31,612,200    
  9,666,993     Long Beach Mortgage Loan Trust, Series 05-WL2, Class 3A1,
Variable Rate, 1 mo. LIBOR + .18%, 3.32%, due 08/25/35
    8,753,849    
  10,000,000     Master Asset-Backed Securities Trust, Series 05-FRE1, Class A4,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 10/25/35
    9,000,000    
  14,490,000     Master Asset-Backed Securities Trust, Series 06-AM3, Class A2,
Variable Rate, 1 mo. LIBOR + .13%, 3.27%, due 10/25/36
    13,403,250    
  25,910,000     Master Asset-Backed Securities Trust, Series 06-FRE2, Class A4,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 03/25/36
    17,359,700    
  14,300,000     Master Asset-Backed Securities Trust, Series 06-HE2, Class A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 06/25/36
    9,867,000    
  30,390,000     Master Asset-Backed Securities Trust, Series 06-HE3, Class A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 08/25/36
    23,704,200    
  17,000,000     Master Asset-Backed Securities Trust, Series 06-NC3, Class A4,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 10/25/36
    11,560,000    
  42,000,000     Master Asset-Backed Securities Trust, Series 06-WMC1, Class A2,
Variable Rate, 1 mo. LIBOR + .11%, 3.25%, due 02/25/36
    38,850,000    

 

See accompanying notes to the financial statements.


19



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Asset-Backed Securities (United States) — continued        
  10,267,067     Master Second Lien Trust, Series 06-1, Class A,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 03/25/36
    4,517,509    
  29,517,584     Merrill Lynch Mortgage Investors, Series 07-HE2, Class A2A,
Variable Rate, 1 mo. LIBOR + .12%, 3.26%, due 02/25/37
    28,276,923    
  5,679,211     Morgan Stanley ABS Capital I, Series 04-SD1, Class A,
Variable Rate, 1 mo. LIBOR + .40%, 3.54%, due 08/25/34
    5,310,063    
  40,000,000     Morgan Stanley ABS Capital I, Series 07-HE4, Class A2C,
Variable Rate, 1 mo. LIBOR + .23%, 3.37%, due 02/25/37
    30,200,000    
  27,500,000     Morgan Stanley Home Equity Loans, Series 06-3, Class A3,
Variable Rate, 1 mo. LIBOR + .16%, 3.28%, due 04/25/36
    21,312,500    
  23,476,386     Morgan Stanley Home Equity Loans, Series 07-2, Class A1,
Variable Rate, 1 mo. LIBOR + .10%, 3.24%, due 04/25/37
    22,478,639    
  11,500,000     Morgan Stanley IXIS Real Estate Capital Trust, Series 06-2, Class A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 11/25/36
    8,797,500    
  16,016,000     Nomura Home Equity Loan, Inc., Series 06-FM1, Class 2A2,
Variable Rate, 1 mo. LIBOR + .16%, 3.30%, due 11/25/35
    15,542,402    
  809,522     Option One Mortgage Loan Trust, Series 05-3, Class A4,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 08/25/35
    777,774    
  3,068,881     People's Choice Home Loan Securities Trust, Series 05-3, Class 1A2,
Variable Rate, 1 mo. LIBOR + .27%, 3.39%, due 08/25/35
    2,915,775    
  17,919,917     People's Choice Home Loan Securities Trust, Series 05-4, Class 1A2,
Variable Rate, 1 mo. LIBOR + .26%, 3.38%, due 12/25/35
    16,038,326    
  1,474,720     RAAC Series Trust, Series 05-RP3, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .23%, 3.35%, due 05/25/39
    1,465,297    
  24,235,000     RAAC Series Trust, Series 06-SP1, Class A2,
Variable Rate, 1 mo. LIBOR + .19%, 3.33%, due 09/25/45
    23,545,817    
  7,664,240     Residential Asset Mortgage Products, Inc., Series 05-RS4, Class A3,
Variable Rate, 1 mo. LIBOR + .23%, 3.35%, due 04/25/35
    7,018,767    
  7,486,962     Residential Asset Mortgage Products, Inc., Series 05-RS8, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 3.43%, due 10/25/33
    7,178,125    
  50,000,000     Residential Asset Mortgage Products, Inc., Series 05-RS9, Class Al3,
FGIC, Variable Rate, 1 mo. LIBOR + .22%, 3.36%, due 11/25/35
    46,415,000    
  19,386,897     Residential Asset Securities Corp., Series 07-KS3, Class AI1,
Variable Rate, 1 mo. LIBOR + .11%, 3.25%, due 02/25/30
    18,652,134    
  279,557     Saxon Asset Securities Trust, Series 04-1, Class A,
Variable Rate, 1 mo. LIBOR + .27%, 3.68%, due 03/25/35
    209,667    

 

See accompanying notes to the financial statements.


20



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Asset-Backed Securities (United States) — continued        
  9,000,000     Securitized Asset Backed Receivables LLC, Series 06-NC1, Class A2,
Variable Rate, 1 mo. LIBOR + .16%, 3.30%, due 03/25/36
    8,105,182    
  9,117     Security National Mortgage Loan Trust, Series 05-2A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 02/25/36
    9,042    
  8,061,229     Security National Mortgage Loan Trust, Series 06-2A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 10/25/36
    7,779,086    
  5,715,807     SG Mortgage Securities Trust, Series 05-OPT1, Class A2,
Variable Rate, 1 mo. LIBOR + .26%, 3.38%, due 10/25/35
    5,376,402    
  7,188,976     Soundview Home Equity Loan Trust, Series 07-NS1, Class A1,
Variable Rate, 1 mo. LIBOR + .12%, 3.24%, due 01/25/37
    6,827,280    
  20,000,000     Specialty Underwriting & Residential Finance, Series 06-BC3, Class A2C,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 06/25/37
    17,800,000    
  13,000,000     Structured Asset Investment Loan Trust, Series 06-1, Class A3,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 01/25/36
    11,315,391    
  12,624,136     Structured Asset Securities Corp., Series 05-S6, Class A2,
Variable Rate, 1 mo. LIBOR + .29%, 3.41%, due 11/25/35
    11,701,373    
  29,416,076     Yale Mortgage Loan Trust, Series 07-1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .40%, 3.54%, due 06/25/37
    27,945,273    
    Total Residential Asset-Backed Securities (United States)     1,359,838,158    
        Residential Mortgage-Backed Securities (Australian) — 3.5%        
  9,534,095     Australian Mortgage Securities II, Series G3, Class A1A,
Variable Rate, 3 mo. LIBOR + .21%, 4.72%, due 01/10/35
    9,319,673    
  10,031,544     Crusade Global Trust, Series 04-2, Class A1,
Variable Rate, 3 mo. LIBOR + .13%, 3.20%, due 11/19/37
    8,653,310    
  4,799,440     Crusade Global Trust, Series 05-1, Class A1,
Variable Rate, 3 mo. LIBOR + .06%, 5.05%, due 06/17/37
    4,579,866    
  16,125,204     Crusade Global Trust, Series 06-1, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 3.95%, due 07/20/38
    15,200,746    
  26,328,548     Crusade Global Trust, Series 07-1, Class A1,
Variable Rate, 3 mo. LIBOR + .06%, 3.95%, due 04/19/38
    25,258,477    
  7,583,634     Interstar Millennium Trust Series 03-3G, Class A2,
Variable Rate, 3 mo. LIBOR + .25%, 5.11%, due 09/27/35
    7,076,440    
  7,713,693     Interstar Millennium Trust, Series 03-5G, Class A2,
Variable Rate, 3 mo. LIBOR + .25%, 4.18%, due 01/20/36
    6,675,352    
  7,885,299     Interstar Millennium Trust, Series 04-2G, Class A,
Variable Rate, 3 mo. LIBOR + .20%, 5.26%, due 03/14/36
    6,711,257    

 

See accompanying notes to the financial statements.


21



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Mortgage-Backed Securities (Australian) — continued        
  3,772,383     Interstar Millennium Trust, Series 05-1G, Class A,
Variable Rate, 3 mo. LIBOR + .12%, 3.11%, due 12/08/36
    3,387,486    
  5,275,524     Medallion Trust, Series 03-1G, Class A,
Variable Rate, 3 mo. LIBOR + .19%, 5.10%, due 12/21/33
    5,108,606    
  7,184,698     Medallion Trust, Series 04-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .13%, 3.22%, due 05/25/35
    6,698,293    
  3,844,214     Medallion Trust, Series 05-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .08%, 3.18%, due 05/10/36
    3,688,215    
  18,138,482     Medallion Trust, Series 06-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .05%, 5.11%, due 06/14/37
    17,192,923    
  12,091,457     Medallion Trust, Series 07-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .04%, 3.13%, due 02/27/39
    11,504,175    
  11,115,338     National RMBS Trust, Series 04-1, Class A1,
Variable Rate, 3 mo. LIBOR + .11%, 5.04%, due 03/20/34
    10,610,702    
  26,490,898     National RMBS Trust, Series 06-3, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 3.96%, due 10/20/37
    25,099,066    
  29,144,400     Puma Finance Ltd., Series G5, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 3.14%, due 02/21/38
    26,737,073    
  31,633,670     Superannuation Members Home Loans Global Fund, Series 07-1,
Class A1, Variable Rate, 3 mo. LIBOR + .06%, 5.19%, due 12/12/35
    29,971,795    
  3,399,001     Superannuation Members Home Loans Global Fund, Series 4A,
Class A, Variable Rate, 3 mo. LIBOR + .22%, 4.76%, due 10/09/29
    3,280,036    
  1,829,278     Superannuation Members Home Loans Global Fund, Series 6,
Class A, Variable Rate, 3 mo. LIBOR + .16%, 3.26%, due 11/09/35
    1,614,868    
  4,092,489     Superannuation Members Home Loans Global Fund, Series 7,
Class A1, Variable Rate, 3 mo. LIBOR + .14%, 3.13%, due 03/09/36
    3,986,624    
  3,590,379     Superannuation Members Home Loans Global Fund, Series 8,
Class A1, Variable Rate, 3 mo. LIBOR + .07%, 4.45%, due 01/12/37
    3,127,220    
  10,534,039     Westpac Securitization Trust, Series 05-1G, Class A1,
Variable Rate, 3 mo. LIBOR + .07%, 4.95%, due 03/23/36
    10,092,979    
  25,843,486     Westpac Securitization Trust, Series 07-1G, Class A2A,
Variable Rate, 3 mo. LIBOR + .05%, 3.12%, due 05/21/38
    23,016,467    
    Total Residential Mortgage-Backed Securities (Australian)     268,591,649    

 

See accompanying notes to the financial statements.


22



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Mortgage-Backed Securities (European) — 5.4%        
  16,600,000     Aire Valley Mortgages, Series 06-1A, Class 1A, 144A,
Variable Rate, 3 mo. LIBOR + .11%, 5.04%, due 09/20/66
    16,236,460    
  20,000,000     Aire Valley Mortgages, Series 07-1A, Class 1A2, 144A,
Variable Rate, 3 mo. LIBOR + .09%, 5.02%, due 03/20/30
    19,288,000    
  16,000,000     Arkle Master Issuer Plc, Series 06-1A, Class 3A, 144A,
Variable Rate, 3 mo. LIBOR + .05%, 3.12%, due 08/17/11
    15,560,160    
  16,000,000     Arkle Master Issuer Plc, Series 06-1A, Class 4A1, 144A,
Variable Rate, 3 mo. LIBOR + .09%, 3.16%, due 02/17/52
    15,168,000    
  1,058,516     Arran Residential Mortgages Funding Plc, Series 06-1A, Class A1B, 144A,
Variable Rate, 3 mo. LIBOR + .02%, 2.96%, due 04/12/36
    1,052,895    
  40,000,000     Brunel Residential Mortgages, Series 07-1A, Class A4C, 144A,
Variable Rate, 3 mo. LIBOR + .10%, 4.48%, due 01/13/39
    37,460,000    
  8,969,565     Gracechurch Mortgage Financing Plc, Series 06-1, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .03%, 3.10%, due 11/20/31
    8,917,542    
  6,581,352     Gracechurch Mortgage Funding Plc, Series 1A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 4.51%, due 10/11/41
    6,405,959    
  15,000,000     Granite Master Issuer Plc, Series 06-2, Class A4,
Variable Rate, 3 mo. LIBOR + .04%, 3.93%, due 12/20/54
    14,221,950    
  4,658,689     Granite Master Issuer Plc, Series 07-1, Class 1A1,
Variable Rate, 1 mo. LIBOR + .03%, 3.14%, due 12/20/30
    4,565,515    
  9,727,112     Granite Mortgages Plc, Series 04-3, Class 2A1,
Variable Rate, 3 mo. LIBOR + .14%, 5.07%, due 09/20/44
    9,325,966    
  49,000,000     Holmes Financing Plc, Series 10A, Class 4A1, 144A,
Variable Rate, 3 mo. LIBOR + .08%, 4.34%, due 07/15/40
    47,216,890    
  4,744,101     Kildare Securities Ltd., Series 07-1A, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .02%, 3.01%, due 06/10/14
    4,740,780    
  30,000,000     Kildare Securities Ltd., Series 07-1A, Class A2, 144A,
Variable Rate, 3 mo. LIBOR + .06%, 3.05%, due 12/10/43
    29,628,000    
  2,905,800     Leek Finance Plc, Series 14A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .18%, 5.09%, due 09/21/36
    2,869,478    
  7,238,750     Leek Finance Plc, Series 15A, Class AB, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 5.05%, due 03/21/37
    7,112,072    
  7,705,890     Leek Finance Plc, Series 17A, Class A2B, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 5.05%, due 03/23/09
    7,582,596    
  7,274,200     Lothian Mortgages Master Issuer Plc, Series 06-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR - .03%, 3.12%, due 01/24/28
    7,253,105    

 

See accompanying notes to the financial statements.


23



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Residential Mortgage-Backed Securities (European) — continued        
  633,949     Lothian Mortgages Plc, Series 3A, Class A1, 144A,
Variable Rate, 3 mo. LIBOR + .14%, 3.86%, due 07/24/19
    632,166    
  14,000,000     Mound Financing Plc, Series 5A, Class 2A, 144A,
Variable Rate, 3 mo. LIBOR + .04%, 3.17%, due 05/08/16
    13,632,500    
  17,691,904     Paragon Mortgages Plc, Series 12A, Class A2C, 144A,
Variable Rate, 3 mo. LIBOR + .11%, 3.18%, due 11/15/38
    15,772,509    
  10,507,883     Paragon Mortgages Plc, Series 14A, Class A2C, 144A,
Variable Rate, 3 mo. LIBOR, 5.09%, due 09/15/39
    9,392,261    
  9,603,710     Paragon Mortgages Plc, Series 7A, Class A1A, 144A,
Variable Rate, 3 mo. LIBOR, 3.28%, due 05/15/34
    9,069,648    
  40,000,000     Pendeford Master Issuer Plc, Series 07-1A, Class 3A, 144A,
Variable Rate, 3 mo. LIBOR + .10%, 3.19%, due 02/12/16
    38,696,000    
  8,640,000     Permanent Financing Plc, Series 4, Class 3A,
Variable Rate, 3 mo. LIBOR + .14%, 3.13%, due 03/10/24
    8,539,128    
  25,040,000     Permanent Financing Plc, Series 8, Class 2A,
Variable Rate, 3 mo. LIBOR + .07%, 3.06%, due 06/10/14
    24,917,304    
  8,000,000     Permanent Master Issuer Plc, Series 07-1, Class 4A,
Variable Rate, 3 mo. LIBOR + .08%, 4.34%, due 10/15/33
    7,589,600    
  28,207,183     RMAC Securities Plc, Series 06-NS4A, Class A1B, 144A,
Variable Rate, 3 mo. LIBOR + .07%, 5.20%, due 06/12/25
    28,122,562    
    Total Residential Mortgage-Backed Securities (European)     410,969,046    
        Residential Mortgage-Backed Securities (United States) — 0.1%        
  1,272,812     Chevy Chase Mortgage Funding Corp., Series 04-3A, Class A2, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 3.44%, due 08/25/35
    1,018,250    
  2,284,925     GreenPoint Mortgage Funding Trust, Series 05-HE4, Class 2A3C,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 07/25/30
    2,250,651    
  4,847,018     Mellon Residential Funding Corp., Series 04-TBC1, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .25%, 3.37%, due 02/26/34
    4,198,730    
    Total Residential Mortgage-Backed Securities (United States)     7,467,631    
        Student Loans — 4.9%        
  22,000,000     College Loan Corp. Trust, Series 04-1, Class A2,
Variable Rate, 3 mo. LIBOR + .11%, 3.44%, due 04/25/16
    21,920,938    
  2,925,926     College Loan Corp. Trust, Series 05-1, Class A1,
Variable Rate, 3 mo. LIBOR + .03%, 3.36%, due 01/25/14
    2,923,878    

 

See accompanying notes to the financial statements.


24



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Student Loans — continued        
  15,500,000     College Loan Corp. Trust, Series 06-1, Class A2,
Variable Rate, 3 mo. LIBOR + .02%, 3.35%, due 04/25/22
    15,224,100    
  7,720,000     College Loan Corp. Trust, Series 07-1, Class A1,
Variable Rate, 3 mo. LIBOR + .01%, 3.34%, due 01/25/23
    7,593,392    
  26,000,000     College Loan Corp. Trust, Series 07-2, Class A1,
Variable Rate, 3 mo. LIBOR + .25%, 3.58%, due 01/25/24
    25,748,125    
  1,548,408     Collegiate Funding Services Education Loan Trust I, Series 05-A, Class A1,
Variable Rate, 3 mo. LIBOR + .02%, 4.86%, due 09/29/14
    1,548,166    
  10,808,927     Goal Capital Funding Trust, Series 06-1, Class A1,
Variable Rate, 3 mo. LIBOR, 3.09%, due 08/25/20
    10,728,077    
  7,813,192     Goal Capital Funding Trust, Series 07-1, Class A1,
Variable Rate, 3 mo. LIBOR + .02%, 4.88%, due 06/25/21
    7,757,035    
  8,514,043     Keycorp Student Loan Trust, Series 05-A, Class 2A1,
Variable Rate, 3 mo. LIBOR + .05%, 4.91%, due 09/27/21
    8,373,987    
  6,461,830     Montana Higher Education Student Assistance Corp., Series 05-1, Class A,
Variable Rate, 3 mo. LIBOR + .04%, 4.97%, due 06/20/15
    6,383,642    
  21,000,000     National Collegiate Student Loan Trust, Series 06-1, Class A2,
Variable Rate, 1 mo. LIBOR + .14%, 3.26%, due 08/25/23
    20,084,531    
  23,468,924     National Collegiate Student Loan Trust, Series 06-A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .08%, 3.20%, due 08/26/19
    22,694,449    
  20,000,000     Nelnet Education Loan Funding, Inc., Series 04-2A, Class A3,
Variable Rate, 3 mo. LIBOR + .10%, 3.19%, due 11/25/15
    19,792,600    
  37,000,000     Nelnet Student Loan Trust, Series 05-3, Class A3,
Variable Rate, 3 mo. LIBOR + .05%, 4.93%, due 06/22/17
    36,739,844    
  26,425,826     SLM Student Loan Trust, Series 05-1, Class A2,
Variable Rate, 3 mo. LIBOR + .08%, 3.41%, due 04/27/20
    25,368,793    
  863,282     SLM Student Loan Trust, Series 05-10, Class A2,
Variable Rate, 3 mo. LIBOR + .01%, 3.34%, due 04/25/15
    862,742    
  17,000,000     SLM Student Loan Trust, Series 05-3, Class A3,
Variable Rate, 3 mo. LIBOR + .03%, 3.36%, due 07/25/16
    16,490,000    
  30,000,000     SLM Student Loan Trust, Series 05-3, Class A4,
Variable Rate, 3 mo. LIBOR + .07%, 3.40%, due 04/27/20
    29,175,000    
  36,000,000     SLM Student Loan Trust, Series 06-A, Class A2,
Variable Rate, 3 mo. LIBOR + .03%, 4.29%, due 10/15/15
    35,640,000    
  31,000,000     SLM Student Loan Trust, Series 07-2, Class A2,
Variable Rate, 3 mo. LIBOR, 3.33%, due 07/25/17
    30,418,750    

 

See accompanying notes to the financial statements.


25



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Student Loans — continued        
  1,912,533     SLM Student Loan Trust, Series 07-5, Class A1,
Variable Rate, 3 mo. LIBOR - .01%, 3.32%, due 07/25/13
    1,902,073    
  7,500,000     SLM Student Loan Trust, Series 07-6, Class A2,
Variable Rate, 3 mo. LIBOR + .25%, 3.58%, due 01/25/19
    7,311,000    
  19,325,099     SLM Student Loan Trust, Series 07-A, Class A1,
Variable Rate, 3 mo. LIBOR, 5.02%, due 09/15/22
    18,358,844    
    Total Student Loans     373,039,966    
        Trade Receivables — 0.9%        
  55,000,000     ABS Global Finance Plc, Series 06-1A, Class A1, 144A,
Variable Rate, 1 mo. LIBOR + .10%, 2.92%, due 12/17/10
    54,087,000    
  13,000,000     SSCE Funding LLC, Series 04-1A, Class A, 144A,
Variable Rate, 1 mo. LIBOR + .23%, 3.35%, due 11/15/10
    11,960,000    
    Total Trade Receivables     66,047,000    
    Total Asset-Backed Securities     6,844,840,762    
        Corporate Debt — 0.7%        
JPY 3,000,000,000     MBIA Global Funding LLC, Series EMTN,
Variable Rate, JPY LIBOR, 1.03%, due 06/30/08
    28,602,368    
  22,000,000     TIAA Global Markets, 144A,
Variable Rate, 3 mo. LIBOR + .10%, 4.48%, due 01/12/11
    21,789,052    
    Total Corporate Debt     50,391,420    
        U.S. Government — 0.2%        
  3,000,000     U.S. Treasury Note, 4.63%, due 03/31/08 (a)      2,999,175    
  5,000,000     U.S. Treasury Note, 3.13%, due 09/15/08 (a)      5,035,156    
  9,000,000     U.S. Treasury Note, 2.63%, due 05/15/08 (a)      9,012,656    
    Total U.S. Government     17,046,987    
        U.S. Government Agency — 0.9%        
  10,928,000     Agency for International Development Floater (Support of Tunisia),
Variable Rate, 6 mo. LIBOR, 3.00%, due 07/01/23
    10,859,809    
  804,356     Agency for International Development Floater (Support of Honduras),
Variable Rate, 3 mo. U.S. Treasury Bill x 117%, 4.11%, due 10/01/11
    799,833    

 

See accompanying notes to the financial statements.


26



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($) /
Shares
  Description   Value ($)  
        U.S. Government Agency — continued        
  14,250,000     Agency for International Development Floater (Support of Morocco),
Variable Rate, 6 mo. LIBOR + .15%, 3.15%, due 10/29/26
    14,232,330    
  600,000     Agency for International Development Floater (Support of Belize),
Variable Rate, 6 mo. U.S. Treasury Bill + .50%, 2.63%, due 01/01/14
    600,006    
  666,668     Agency for International Development Floater (Support of Zimbabwe),
Variable Rate, 3 mo. U.S. Treasury Bill x 115%, 4.04%, due 01/01/12
    659,585    
  371,085     Agency for International Development Floater (Support of Peru), Series A,
Variable Rate, 6 mo. U.S. Treasury Bill + .35%, 2.48%, due 05/01/14
    369,233    
  1,049,886     Agency for International Development Floater (Support of Peru), Series A,
Variable Rate, 6 mo. U.S. Treasury Bill +.35%, 2.48%, due 05/01/14
    1,044,647    
  14,250,000     Agency for International Development Floater (Support of India),
Variable Rate, 3 mo. LIBOR + .10%, 3.34%, due 02/01/27
    14,161,080    
  2,087,500     Agency for International Development Floater (Support of C.A.B.E.I.),
Variable Rate, 6 mo. U.S. Treasury Bill + .40%, 2.53%, due 10/01/12
    2,082,302    
  784,560     Agency for International Development Floater (Support of Morocco),
Variable Rate, 6 mo. U.S. Treasury Bill + .45%, 2.58%, due 11/15/14
    781,625    
  3,615,987     Agency for International Development Floater (Support of Jamaica),
Variable Rate, 6 mo. U.S. Treasury Bill + .75%, 2.88%, due 03/30/19
    3,631,861    
  17,000,000     Agency for International Development Floater (Support of Morocco),
Variable Rate, 6 mo. LIBOR - .015%, 2.98%, due 02/01/25
    16,798,142    
    Total U.S. Government Agency     66,020,453    
    TOTAL DEBT OBLIGATIONS (COST $7,456,658,419)     6,978,299,622    
        SHORT-TERM INVESTMENTS — 9.0%        
        Money Market Funds — 1.6%        
  121,924,841     State Street Institutional Liquid Reserves Fund-Institutional Class     121,924,841    
        Other Short-Term Investments — 7.4%        
  50,000,000     Amsterdam Funding Corp. Commercial Paper, 3.22%, due 03/10/08     49,959,750    
  75,000,000     Barton Capital Commercial Paper, 3.27%, due 03/14/08     74,911,437    
  34,279,000     Kittyhawk Funding Corp. Commercial Paper, 3.27%, due 03/19/08     34,222,954    
  25,000,000     Liberty Funding LLC Commercial Paper, 3.25%, due 03/07/08     24,986,458    
  50,000,000     Liberty Funding LLC Commercial Paper, 3.35%, due 03/25/08     49,888,333    
  75,000,000     Nieuw Amsterdam Receivables Commercial Paper, 3.25%, due 03/18/08     74,884,896    

 

See accompanying notes to the financial statements.


27



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value ($)   Description   Value ($)  
        Other Short-Term Investments — continued        
  30,000,000     Nieuw Amsterdam Receivables Commercial Paper, 3.30%, due 03/12/08     29,969,750    
  100,000,000     Nieuw Amsterdam Receivables Commercial Paper, 3.40%, due 03/03/08     99,981,111    
  30,333,000     Old Line Funding LLC Commercial Paper, 3.25%, due 03/03/08     30,327,523    
  18,706,000     Old Line Funding LLC Commercial Paper, 3.30%, due 03/17/08     18,678,565    
  75,000,000     Sheffield Receivables Commercial Paper, 3.25%, due 03/06/08     74,966,146    
  2,000,000     U.S. Treasury Bill, 1.78%, due 05/22/08 (b)      1,991,956    
  5,000,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (b)      4,964,645    
    Total Other Short-Term Investments     569,733,524    
    TOTAL SHORT-TERM INVESTMENTS (COST $691,643,575)     691,658,365    
        TOTAL INVESTMENTS — 100.0%
(Cost $8,148,301,994)
    7,669,957,987    
        Other Assets and Liabilities (net) — 0.0%     1,456,776    
    TOTAL NET ASSETS — 100.0%   $ 7,671,414,763    

 

See accompanying notes to the financial statements.


28



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver   Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Sales  
3/25/08   GBP     10,000,000     $ 19,843,200     $ (185,200 )  
4/22/08   JPY     2,988,000,000       28,845,761       (1,071,082 )  
                $ (1,256,282 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Sales      
  579     U.S. Treasury Note 5 Yr. (CBT)   June 2008   $ 66,150,750     $ (892,437 )  

 

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  60,000,000     USD   9/20/2010   Morgan Stanley   Receive     0.40 %   Credit Swap   $ (4,536,284 )  
          Capital Services Inc.             Eagle Creek CDO          
  31,000,000
  USD
  3/20/2013
  Morgan Stanley
Capital Services Inc.
  Receive
    0.25 %   MS Synthetic 2006-1
    (4,453,652 )  
  28,000,000
  USD
  3/20/2015
  Lehman Brothers
  Receive
    0.88 %   Credit Swap
AAA CDO
    (6,671,404 )  
    Premiums to (Pay) Receive   $     $ (15,661,340 )  

 

See accompanying notes to the financial statements.


29



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  45,000,000     USD   3/4/2008   JP Morgan   (Pay)     3.10 %   3 month LIBOR   $ 123,953 *  
                Chase Bank                  
  40,000,000     USD   1/24/2011   Goldman Sachs   (Pay)     6.07 %   3 month LIBOR     1,219,090 **  
  30,000,000     USD   2/7/2012   Deutsche Bank AG   (Pay)     4.33 %   3 month LIBOR     (1,426,254 )  
  38,100,000     USD   2/24/2013   JP Morgan   (Pay)     4.54 %   3 month LIBOR     (1,660,431 )*  
                Chase Bank                  
    Premiums to (Pay) Receive   $     $ (1,743,642 )  

 

*  Excludes unrealized losses of $513,041 incurred by GMO Alpha LIBOR Fund prior to transfer to the Fund on March 31, 2004.

**  Excludes unrealized losses of $4,887,149 incurred by GMO Alpha LIBOR Fund prior to transfer to the Fund on November 27, 2002.

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

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

ACES - Aerolineas Centrales de Colombia

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

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

CapMAC - Insured as to the payment of principal and interest by Capital Markets Assurance Corporation.

CDO - Collateralized Debt Obligation

CMBS - Collateralized Mortgage Backed Security

EMTN - Euromarket Medium Term Note

FGIC - Insured as to the payment of principal and interest by Financial Guaranty Insurance Corporation.

FSA - Insured as to the payment of principal and interest by Financial Security Assurance.

LIBOR - London Interbank Offered Rate

MBIA - Insured as to the payment of principal and interest by MBIA Insurance Corp.

RMAC - Residential Mortgage Acceptance Corp.

See accompanying notes to the financial statements.


30



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

RMBS - Residential Mortgage Backed Security

Variable rate - The rates shown on variable rate notes are the current interest rates at February 29, 2008, which are subject to change based on the terms of the security.

XL - Insured as to the payment of principal and interest by XL Capital Assurance.

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

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

Currency Abbreviations:

GBP - British Pound

JPY - Japanese Yen

USD - United States Dollar

See accompanying notes to the financial statements.


31




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $8,148,301,994) (Note 2)   $ 7,669,957,987    
Receivable for Fund shares sold     16,350,000    
Interest receivable     20,512,341    
Receivable for open swap contracts (Note 2)     15,848    
Receivable for expenses reimbursed by Manager (Note 3)     96,890    
Total assets     7,706,933,066    
Liabilities:  
Payable for Fund shares repurchased     10,300,000    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     8,690    
Unrealized depreciation on open forward currency contracts (Note 2)     1,256,282    
Interest payable for open swap contracts     133,968    
Payable for open swap contracts (Note 2)     22,821,020    
Payable for variation margin on open futures contracts (Note 2)     615,188    
Accrued expenses     383,155    
Total liabilities     35,518,303    
Net assets   $ 7,671,414,763    
Net assets consist of:  
Paid-in capital   $ 8,162,231,630    
Accumulated undistributed net investment income     44,272,074    
Accumulated net realized loss     (37,186,473 )  
Net unrealized depreciation     (497,902,468 )  
    $ 7,671,414,763    
Net assets attributable to:   $ 7,671,414,763    
Shares outstanding:     319,302,054    
Net asset value per share:   $ 24.03    

 

See accompanying notes to the financial statements.


32



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Interest   $ 411,292,442    
Dividends     2,197,347    
Total investment income     413,489,789    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     819,209    
Audit and tax fees     64,917    
Legal fees     200,064    
Trustees fees and related expenses (Note 3)     72,655    
Miscellaneous     68,199    
Total expenses     1,225,044    
Fees and expenses reimbursed by Manager (Note 3)     (1,090,039 )  
Expense reductions (Note 2)     (17,498 )  
Net expenses     117,507    
Net investment income (loss)     413,372,282    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     3,932,724    
Closed futures contracts     (5,787,157 )  
Closed swap contracts     3,081,467    
Foreign currency, forward contracts and foreign currency related transactions     (3,242,428 )  
Net realized gain (loss)     (2,015,394 )  
Change in net unrealized appreciation (depreciation) on:  
Investments     (487,034,708 )  
Open futures contracts     36,846    
Open swap contracts     (26,083,894 )  
Foreign currency, forward contracts and foreign currency related transactions     85,048    
Net unrealized gain (loss)     (512,996,708 )  
Net realized and unrealized gain (loss)     (515,012,102 )  
Net increase (decrease) in net assets resulting from operations   $ (101,639,820 )  

 

See accompanying notes to the financial statements.


33



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 413,372,282     $ 320,575,277    
Net realized gain (loss)     (2,015,394 )     (6,328,968 )  
Change in net unrealized appreciation (depreciation)     (512,996,708 )     10,162,741    
Net increase (decrease) in net assets from operations     (101,639,820 )     324,409,050    
Distributions to shareholders from:  
Net investment income     (418,731,518 )     (323,728,016 )  
Net share transactions (Note 7):     1,588,185,799       2,122,606,885    
Total increase (decrease) in net assets     1,067,814,461       2,123,287,919    
Net assets:  
Beginning of period     6,603,600,302       4,480,312,383    
End of period (including accumulated undistributed net investment
income of $44,272,074 and $52,429,506, respectively)
  $ 7,671,414,763     $ 6,603,600,302    

 

See accompanying notes to the financial statements.


34




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Financial Highlights
(For a share outstanding throughout each period)

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 25.66     $ 25.60     $ 25.33     $ 25.18     $ 25.01    
Income (loss) from investment operations:  
Net investment income (loss)      1.38       1.43       1.01       0.59       0.56    
Net realized and unrealized gain (loss)     (1.64 )     0.00 (a)      (0.03 )     (0.09 )     0.06 (b)   
Total from investment operations     (0.26 )     1.43       0.98       0.50       0.62    
Less distributions to shareholders:  
From net investment income     (1.37 )     (1.37 )     (0.71 )     (0.34 )     (0.45 )  
From net realized gains                       (0.01 )        
Total distributions     (1.37 )     (1.37 )     (0.71 )     (0.35 )     (0.45 )  
Net asset value, end of period   $ 24.03     $ 25.66     $ 25.60     $ 25.33     $ 25.18    
Total Return(c)      (1.14 )%     5.68 %     3.89 %     2.01 %     2.48 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 7,671,415     $ 6,603,600     $ 4,480,312     $ 3,483,889     $ 1,751,535    
Net operating expenses to average daily
net assets(d) 
    0.00 %     0.00 %     0.00 %     0.00 %     0.00 %  
Interest expense to average daily
net assets
          0.01 %     0.02 %           0.00 %(f)   
Total net expenses to average daily
net assets
    0.00 %(e)      0.01 %     0.02 %     0.00 %(g)      0.00 %(g)   
Net investment income to average daily
net assets
    5.41 %     5.50 %     3.96 %     2.31 %     2.51 %  
Portfolio turnover rate     27 %     68 %     45 %     34 %     33 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.01 %     0.02 %     0.02 %     0.02 %     0.02 %  

 

(a)  Net realized and unrealized gain (loss) was less than $0.01 per shares.

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

(c)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(d)  Net operating expenses were less than 0.01% to average daily net assets.

(e)  The net expense ratio does not include the effect of expense reductions.

(f)  Interest expense was less than 0.01% to average daily net assets.

(g)  Total net expenses were less than 0.01% to average daily net assets.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


35




GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return greater than that of the JPMorgan U.S. 3 Month Cash Index. The Fund seeks to achieve its investment objective by investing primarily in high quality U.S. and foreign floating rate fixed income securities. Fixed income securities in which the Fund invests include securities issued by a wide range of private issuers and, to a lesser extent, securities issued by federal, state, local, and foreign governments (including securities neither guaranteed nor insured by the U.S. government). The Fund may invest a substantial portion of its assets in asset-backed securities, including, but not limited to, securities backed by pools of residential and commercial mortgages, credit-card receivables, home equity loans, automobile loans, educational loans, corporate and sovereign bonds, and bank loans made to corporations. In addition, the Fund may invest in government securities, corporate debt securities, money market instruments, and commercial paper, and enter into credit default swaps, reverse repurchase agreements, and repurchase agreements. The Fund also may use exchange-traded and over-the-counter ("OTC") derivatives, including swap contracts, futures contracts, options on futures, options on swaps (or "swaptions"), and other types of options, and forward currency contracts. The Fund's fixed income securities primarily have floating interest rates (or may be hedged using derivatives to convert the fixed rate interest payments into floating rate interest payments), but may also include all types of interest rate, payment, and reset terms, including fixed rate, zero coupon, contingent, deferred, and payment-in-kind features. From time to time, the Fund may hold fixed income securities that are rated below investment grade.

Shares of the Fund are not publicly offered and are principally available only to other funds of the Trust and certain accredited investors.

2.  Significant accounting policies

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


36



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 32.05% of net assets.

The Fund invests in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

Foreign currency translation

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,


37



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

currency gains and losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund's accounting records and the U.S. dollar equivalent amounts actually received or paid.

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


38



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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

Loan agreements

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


39



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. There were no loan agreements outstanding at the end of the period.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

Swaps are marked to market daily using 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.


40



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. Swap agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's expenses. There were no reverse repurchase agreements outstanding at the end of the period.

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


41



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to derivative contract transactions, foreign currency transactions, differing treatment of accretion and amortization and capital loss carryforwards.


42



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (2,798,196 )   $ 1,208,194     $ 1,590,002    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any short-term capital gains)   $ 418,731,518     $ 323,728,016    
Total distributions   $ 418,731,518     $ 323,728,016    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 46,368,001    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $633,765.

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/28/2011   $ (29,576,884 )  
2/29/2012     (142,552 )  
2/28/2014     (614,650 )  
2/28/2015     (5,952,458 )  
2/29/2016     (1,158,601 )  
Total   $ (37,445,145 )  

 


43



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 8,148,649,258     $ 5,265,256     $ (483,956,527 )   $ (478,691,271 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered


44



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO does not charge the Fund any management or service fees for its services. In addition, the Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $62,995 and $31,179, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 14,948,320     $ 1,000,000    
Investments (non-U.S. Government securities)     3,036,951,445       1,963,179,785    

 


45



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 66.39% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Each of the shareholders are other funds of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, there were no shares held by related parties, and 99.99% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
    Shares   Amount   Shares   Amount  
Shares sold     333,248,563     $ 8,426,752,200       219,917,838     $ 5,677,261,801    
Shares issued to shareholders
in reinvestment of distributions
    16,958,629       418,731,518       12,712,127       323,728,016    
Shares repurchased     (288,235,189 )     (7,257,297,919 )     (150,328,858 )     (3,878,382,932 )  
Net increase (decrease)     61,972,003     $ 1,588,185,799       82,301,107     $ 2,122,606,885    

 


46




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Short-Duration Collateral Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


47



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, and (2) ongoing costs. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio(a) 
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred*(a) 
 
1) Actual     0.00 %   $ 1,000.00     $ 975.20     $ 0.00    
2) Hypothetical     0.00 %   $ 1,000.00     $ 1,024.86     $ 0.00    

 

(a)  Annualized net expense ratio rounds to less than 0.01% and net expense incurred rounds to less than $0.01.

*  Expenses are calculated using the annualized net expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


48



GMO Short-Duration Collateral Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $283,376,042 or if determined to be different, the qualified interest income of such year.


49



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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


50



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


51



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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.


52



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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.


53




GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

Shares of the GMO Short-Duration Collateral Share Fund returned -1.3% for the fiscal year ended February 29, 2008, compared with the +5.8% for the JPMorgan U.S. 3 Month Cash Index. The Fund underperformed the benchmark during the fiscal year by 7.1%.

The fiscal year's underperformance stemmed from mark-to-market losses in the GMO Short-Duration Collateral Fund (SDCF), the cash collateral pool in which the Fund invests a substantial portion of its total assets. SDCF primarily invests in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, seeking to earn a LIBOR-type return.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, SDCF underperformed LIBOR by nearly 700 basis points, directly contributing to the Short-Duration Collateral Share Fund's underperformance given the latter's 99% exposure to the former.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.

*  Class III performance information represents Class VI performance from March 1, 2006 to December 28, 2006 and Class III performance thereafter.



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     91.0 %  
Short-Term Investments     9.0    
Futures     (0.0 )  
Forward Currency Contracts     (0.0 )  
Swaps     (0.2 )  
Other     0.2    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in GMO Short-Duration Collateral Fund.


1



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Industry Sector Summary**   % of Debt Obligations  
Credit Cards     19.8 %  
Residential Asset-Backed Securities (United States)     19.5    
Auto Financing     9.3    
Business Loans     6.7    
Insured Auto Financing     6.5    
Residential Mortgage-Backed Securities (European)     5.9    
Student Loans     5.3    
CMBS     5.2    
Residential Mortgage-Backed Securities (Australian)     3.9    
Investment Grade Corporate Collateralized Debt Obligations     3.3    
Insured Other     2.0    
CMBS Collateralized Debt Obligations     1.4    
Equipment Leases     1.3    
Bank Loan Collateralized Debt Obligations     1.2    
Rate Reduction Bonds     1.2    
Trade Receivables     1.0    
U.S. Government Agency     1.0    
Insurance Premiums     0.8    
Insured Residential Mortgage-Backed Securities (United States)     0.8    
Corporate Debt     0.7    
Insured Time Share     0.7    
Insured High Yield Collateralized Debt Obligations     0.6    
Insured Credit Cards     0.5    
Airlines     0.4    
U.S. Government     0.2    
Emerging Markets Collateralized Debt Obligations     0.2    
Insured Residential Asset-Backed Securities (United States)     0.2    
ABS Collateralized Debt Obligations     0.1    
Insured Transportation     0.1    
Residential Mortgage-Backed Securities (United States)     0.1    
Insured Business Loans     0.1    
Collateralized Loan Obligations     0.0    
High Yield Collateralized Debt Obligations     0.0    
Insured Residential Asset-Backed Securities (European)     0.0    
      100.0 %  

 

**  The table above incorporates aggregate industry sector exposure associated with investments in GMO Short-Duration Collateral Fund.


2




GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
    MUTUAL FUNDS — 100.4%        
    Affiliated Issuers — 100.4%        
  444,357     GMO Short-Duration Collateral Fund     10,677,894    
    TOTAL MUTUAL FUNDS (COST $11,334,706)     10,677,894    
    TOTAL INVESTMENTS — 100.4%
(Cost $11,334,706)
    10,677,894    
    Other Assets and Liabilities (net) — (0.4%)     (40,694 )  
    TOTAL NET ASSETS — 100.0%   $ 10,637,200    

 

See accompanying notes to the financial statements.


3




GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in affiliated issuers, at value (cost $11,334,706) (Notes 2 and 8)   $ 10,677,894    
Cash     10,697    
Interest receivable     15    
Receivable for expenses reimbursed by Manager (Note 3)     5,133    
Total assets     10,693,739    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     428    
Shareholder service fee     1,282    
Trustees and Chief Compliance Officer of GMO Trust fees     197    
Accrued expenses     54,632    
Total liabilities     56,539    
Net assets   $ 10,637,200    
Net assets consist of:  
Paid-in capital   $ 15,648,449    
Accumulated undistributed net investment income     61,322    
Accumulated net realized loss     (4,415,759 )  
Net unrealized depreciation     (656,812 )  
    $ 10,637,200    
Net assets attributable to:  
Class III shares   $ 10,637,200    
Shares outstanding:  
Class III     454,859    
Net asset value per share:  
Class III   $ 23.39    

 

See accompanying notes to the financial statements.


4



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 1,626,959    
Interest     689    
Total investment income     1,627,648    
Expenses:  
Management fee (Note 3)     18,299    
Shareholder service fee – Class III (Note 3)     54,896    
Custodian, fund accounting agent and transfer agent fees     16,533    
Audit and tax fees     32,602    
Legal fees     1,995    
Trustees fees and related expenses (Note 3)     150    
Registration fees     3,220    
Miscellaneous     349    
Total expenses     128,044    
Fees and expenses reimbursed by Manager (Note 3)     (55,261 )  
Net expenses     72,783    
Net investment income (loss)     1,554,865    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     (422,578 )  
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (877,706 )  
Net realized and unrealized gain (loss)     (1,300,284 )  
Net increase (decrease) in net assets resulting from operations   $ 254,581    

 

See accompanying notes to the financial statements.


5



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Period from
March 1, 2006
(commencement of
operations) through
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 1,554,865     $ 28,764,726    
Net realized gain (loss)     (422,578 )     (3,989,905 )  
Change in net unrealized appreciation (depreciation)     (877,706 )     220,894    
Net increase (decrease) in net assets from operations     254,581       24,995,715    
Distributions to shareholders from:  
Net investment income  
Class III     (1,493,543 )        
Class VI           (28,768,002 )  
Total distributions from net investment income     (1,493,543 )     (28,768,002 )  
Return of capital  
Class VI           (36,666 )  
      (1,493,543 )     (28,804,668 )  
Net share transactions (Note 7):  
Class III     (28,686,720 )     40,536,328    
Class VI           3,835,507    
Increase (decrease) in net assets resulting from net
share transactions
    (28,686,720 )     44,371,835    
Total increase (decrease) in net assets     (29,925,682 )     40,562,882    
Net assets:  
Beginning of period     40,562,882          
End of period (including accumulated undistributed net
investment income of $61,322 and $0, respectively)
  $ 10,637,200     $ 40,562,882    

 

See accompanying notes to the financial statements.


6




GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
December 28, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 25.05     $ 24.82    
Income (loss) from investment operations:  
Net investment income (loss)†(a)      1.07       (0.01 )  
Net realized and unrealized gain (loss)     (1.38 )     0.24    
Total from investment operations     (0.31 )     0.23    
Less distributions to shareholders:  
From net investment income     (1.35 )        
Total distributions     (1.35 )        
Net asset value, end of period   $ 23.39     $ 25.05    
Total Return(b)      (1.33 )%     0.93 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 10,637     $ 40,563    
Net expenses to average daily net assets     0.20 %     0.21 %*   
Net investment income to average daily net assets     4.25 %     (0.21 )%*   
Portfolio turnover rate     127 %     125 %**††   
Fees and expenses reimbursed by the Manager
to average daily net assets:
    0.15 %     0.06 %*   

 

(a)  Net investment income is affected by the timing of the declaration of dividends by GMO Short-Duration Collateral Fund.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

††  Calculation represents portfolio turnover of the Fund for the period from March 1, 2006 (commencement of operations) through February 28, 2007.

See accompanying notes to the financial statements.


7




GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of the JPMorgan U.S. 3 Month Cash Index. The Fund invests substantially all of its assets in GMO Short-Duration Collateral Fund (an arrangement often referred to as a "master-feeder" structure) ("SDCF") and, to a limited extent, in cash and cash equivalents. The Fund's investment objective and principal investment strategies are identical to those of SDCF. SDCF seeks to achieve its investment objective by investing primarily in high quality U.S. and foreign floating rate fixed income securities. SDCF may invest a substantial portion of its assets in asset-backed securities.

As of February 29, 2008, the Fund had one class of shares outstanding, Class III. Class III shares commenced operations on December 28, 2006. Class VI shares were liquidated on February 26, 2007.

The financial statements of SDCF should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect). Shares of SDCF are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Shares of SDCF are valued at their net asset value.

Investments held by SDCF are valued as follows. 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 generally valued at the most


8



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 32.17% of net assets.

The fund indirectly invests through SDCF in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

Taxes and distributions

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

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


9



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carryforwards, losses on wash sale transactions and post-October capital losses.

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 1,493,543     $ 28,768,002    
    $ 1,493,543     $ 28,768,002    
Tax return of capital           36,666    
Total distributions   $ 1,493,543     $ 28,804,668    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 61,322    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $858,383.

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/29/2016   $ (3,417,986 )  
Total   $ (3,417,986 )  

 


10



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 11,474,096     $     $ (796,202 )   $ (796,202 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from SDCF are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in SDCF (See Note 3).

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.


11



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

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

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.05% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in SDCF. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.002 %     0.000 %     0.000 %     0.002 %  

 


12



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $150 and $0, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the period ended February 29, 2008 aggregated $42,887,159 and $71,516,250, 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 29, 2008, 65.95% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 83.57% of the Fund's shares were held by twenty-two related parties comprised of certain GMO employee accounts.


13



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

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

    Year Ended
February 29, 2008
  Period from December 28, 2006
(commencement of operations)
through February 28, 2007
 
Class III   Shares   Amount   Shares   Amount  
Shares sold     1,953,067     $ 49,066,088       1,619,496     $ 40,541,330    
Shares issued to shareholders
in reinvestment of distributions
    62,533       1,492,040                
Shares repurchased     (3,180,036 )     (79,244,848 )     (201 )     (5,002 )  
Net increase (decrease)     (1,164,436 )   $ (28,686,720 )     1,619,295     $ 40,536,328    
    Year Ended
February 29, 2008
  Period from March 1, 2006
(commencement of operations)
through February 28, 2007*
 
Class VI   Shares   Amount   Shares   Amount  
Shares sold         $       22,535,851     $ 565,101,317    
Shares issued to shareholders
in reinvestment of distributions
                1,160,507       28,803,789    
Shares repurchased                 (23,696,358 )     (590,069,599 )  
Net increase (decrease)         $           $ 3,835,507    

 

*  Effective February 26, 2007, all shareholders redeemed or exchanged out of Class VI.

8.  Investments in Affiliated Issuers

A summary of the Fund's transactions in the shares of the affiliated issuer during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Short-Duration
Collateral Fund
  $ 40,607,270     $ 42,887,159     $ 71,516,250     $ 1,626,959     $     $ 10,677,894    
Totals   $ 40,607,270     $ 42,887,159     $ 71,516,250     $ 1,626,959     $     $ 10,677,894    

 


14




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Short-Duration Collateral Share Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


15



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.20 %   $ 1,000.00     $ 974.30     $ 0.98    
2) Hypothetical     0.20 %   $ 1,000.00     $ 1,023.87     $ 1.01    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


16



GMO Short-Duration Collateral Share Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $961,842 or if determined to be different, the qualified interest income of such year.


17



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq. c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


18



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


19



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


20



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


21




GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




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 -7.3% for the fiscal year ended February 29, 2008, as compared to -3.6% for the S&P 500 Index. The Fund was invested substantially in U.S. equity securities throughout the period.

Stock selection detracted from returns relative to the S&P 500 Index. Selections in Telecommunication Services and Information Technology added to relative returns while selections in Consumer Discretionary, Financials, and Energy detracted. Individual names adding to relative returns included overweight positions in Exxon Mobil and Merck and an underweight in Wachovia. Names detracting from relative returns included overweight positions in Home Depot, Citigroup, and Lowe's Companies.

Sector selection added to returns relative to the S&P 500 Index. Sector weightings positively impacting relative performance included an underweight position in Financials and overweight positions in Health Care and Consumer Staples. Sector weightings negatively impacting relative performance included an overweight in Consumer Discretionary and underweight positions in Industrials and Materials.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice. References to specific securities are not recommendations of such securities and may not be representative of any GMO portfolio's current or future investments.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Classes IV, VI and M will vary due to different fees.

†   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 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Common Stocks     95.4 %  
Short-Term Investments     4.4    
Futures     (0.0 )  
Other     0.2    
      100.0 %  
Industry Sector Summary   % of Equity Investments  
Health Care     23.0 %  
Energy     17.2    
Information Technology     16.8    
Consumer Staples     15.0    
Consumer Discretionary     9.2    
Industrials     7.0    
Financials     6.2    
Materials     2.4    
Telecommunication Services     2.2    
Utilities     1.0    
      100.0 %  

 


1




GMO U.S. Core Equity Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares   Description   Value ($)  
        COMMON STOCKS — 95.4%  
        Consumer Discretionary — 8.8%  
    70,000     Abercrombie & Fitch Co.-Class A     5,427,100    
    10,600     Advance Auto Parts, Inc.     355,524    
    300,400     Amazon.com, Inc. *      19,366,788    
    255,500     American Eagle Outfitters, Inc.     5,460,035    
    368,000     Apollo Group, Inc.-Class A *      22,587,840    
    16,600     Autoliv, Inc.     828,340    
    135,500     AutoNation, Inc. *      1,974,235    
    49,000     AutoZone, Inc. *      5,638,920    
    206,600     Bed Bath & Beyond, Inc. *      5,855,044    
    22,000     Best Buy Co., Inc.     946,220    
    23,600     BorgWarner, Inc.     1,017,396    
    23,400     Carnival Corp.     920,790    
    365,000     Coach, Inc. *      11,066,800    
    138,300     Discovery Holding Co.-Class A *      3,121,431    
    169,100     Expedia, Inc. *      3,877,463    
    79,800     Family Dollar Stores, Inc.     1,528,170    
    886,711     Ford Motor Co. *      5,790,223    
    52,200     GameStop Corp.-Class A *      2,211,192    
    201,300     Gannett Co., Inc.     6,069,195    
    119,200     General Motors Corp.     2,774,976    
    88,600     Goodyear Tire & Rubber Co. (The) *      2,401,060    
    149,500     Harley-Davidson, Inc.     5,555,420    
    5,400     Harman International Industries, Inc.     222,480    
    69,100     Hasbro, Inc.     1,780,707    
    2,600,304     Home Depot, Inc.     69,038,071    
    34,600     IAC/InterActive Corp. *      688,540    
    107,900     ITT Educational Services, Inc. *      5,958,238    
    312,100     Johnson Controls, Inc.     10,255,606    
    214,100     Kohl's Corp. *      9,514,604    
    62,000     Liberty Global, Inc.-Class A *      2,331,200    
    12,400     Liberty Media Holding Corp. Capital-Class A *      1,439,764    
    81,600     Liz Claiborne, Inc.     1,450,848    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Discretionary — continued  
    1,438,400     Lowe's Cos., Inc.     34,478,448    
    59,000     Mattel Co.     1,139,880    
    274,200     McDonald's Corp.     14,836,962    
    21,300     McGraw-Hill Cos., Inc.     871,809    
    81,473     MGM Mirage *      5,017,922    
    11,800     Mohawk Industries, Inc. *      842,638    
    126,000     Nike, Inc.-Class B     7,585,200    
    19,300     Nordstrom, Inc.     714,679    
    490,500     Office Depot, Inc. *      5,576,985    
    19,800     Polo Ralph Lauren Corp.     1,231,362    
    11,500     R.H. Donnelley Corp. *      81,535    
    48,400     RadioShack Corp.     844,580    
    266,500     Staples, Inc.     5,929,625    
    19,100     Starbucks Corp. *      343,227    
    287,000     Target Corp.     15,099,070    
    76,900     Tiffany & Co.     2,894,516    
    35,500     Toll Brothers, Inc. *      752,955    
    91,600     VF Corp.     6,965,264    
    9,500     Wynn Resorts Ltd.     956,650    
    31,400     Yum! Brands, Inc.     1,081,730    
    Total Consumer Discretionary     324,699,257    
        Consumer Staples — 14.3%  
    828,300     Altria Group, Inc.     60,581,862    
    216,700     Anheuser-Busch Cos., Inc.     10,204,403    
    86,100     Avon Products, Inc.     3,276,966    
    5,800     Clorox Co.     337,502    
    30,300     Coca Cola Enterprises, Inc.     740,229    
    2,039,600     Coca-Cola Co. (The)     119,235,016    
    116,200     Colgate-Palmolive Co.     8,841,658    
    27,900     Costco Wholesale Corp.     1,727,568    
    56,300     CVS Caremark Corp.     2,273,394    
    92,300     Energizer Holdings, Inc. *      8,568,209    
    55,700     Estee Lauder Cos. (The), Inc.-Class A     2,371,706    

 

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 29, 2008

Shares   Description   Value ($)  
        Consumer Staples — continued  
    20,400     Kellogg Co.     1,034,688    
    197,800     Kimberly-Clark Corp.     12,892,604    
    254,606     Kraft Foods, Inc.     7,936,069    
    199,900     Kroger Co.     4,847,575    
    10,400     Pepsi Bottling Group, Inc.     353,704    
    11,600     PepsiAmericas, Inc.     293,480    
    980,600     PepsiCo, Inc.     68,210,536    
    581,600     Procter & Gamble Co. (The)     38,490,288    
    150,400     Safeway, Inc.     4,322,496    
    95,225     Supervalu, Inc.     2,499,656    
    169,000     Tyson Foods, Inc.-Class A     2,435,290    
    67,500     UST, Inc.     3,664,575    
    561,300     Walgreen Co.     20,493,063    
    2,828,400     Wal-Mart Stores, Inc.     140,260,356    
    42,900     WM Wrigley Jr. Co.     2,567,994    
    Total Consumer Staples     528,460,887    
        Energy — 16.4%  
    121,300     Anadarko Petroleum Corp.     7,731,662    
    130,700     Apache Corp.     14,992,597    
    18,200     Baker Hughes, Inc.     1,224,678    
    111,300     Cameron International Corp. *      4,728,024    
    1,574,600     Chevron Corp.     136,454,836    
    607,468     ConocoPhillips     50,243,678    
    26,000     Denbury Resources, Inc. *      829,140    
    81,300     Devon Energy Corp.     8,351,136    
    49,400     Diamond Offshore Drilling, Inc.     5,969,002    
    2,422,100     Exxon Mobil Corp.     210,746,921    
    40,900     FMC Technologies, Inc. *      2,317,394    
    7,900     Forest Oil Corp. *      389,707    
    104,200     Halliburton Co.     3,990,860    
    57,800     Hess Corp.     5,385,804    
    36,400     Marathon Oil Corp.     1,935,024    
    48,800     Murphy Oil Corp.     3,922,544    

 

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 29, 2008

Shares   Description   Value ($)  
        Energy — continued  
    63,200     Noble Corp.     3,106,280    
    397,300     Occidental Petroleum Corp.     30,739,101    
    9,600     Rowan Cos., Inc.     386,976    
    587,900     Schlumberger Ltd.     50,823,955    
    108,300     Smith International, Inc.     6,826,149    
    49,600     Sunoco, Inc.     3,029,568    
    167,429     Transocean, Inc. *      23,525,449    
    324,100     Valero Energy Corp.     18,723,257    
    137,800     Weatherford International Ltd. *      9,497,176    
    Total Energy     605,870,918    
        Financials — 5.9%  
    69,400     ACE Ltd.     3,903,056    
    136,900     Aflac, Inc.     8,543,929    
    425,900     Allstate Corp. (The)     20,328,207    
    558,500     American International Group, Inc.     26,171,310    
    97,200     AON Corp.     4,044,492    
    820,777     Bank of America Corp.     32,617,678    
    88,800     BB&T Corp.     2,764,344    
    86,000     Brown & Brown, Inc.     1,533,380    
    44,500     Charles Schwab Corp. (The)     872,645    
    102,300     Chubb Corp.     5,207,070    
    2,109,100     Citigroup, Inc.     50,006,761    
    32,200     CNA Financial Corp.     858,130    
    56,300     Comerica, Inc.     2,040,312    
    40,100     Eaton Vance Corp.     1,277,185    
    26,800     Fidelity National Title Group, Inc.-Class A     471,948    
    13,300     Fifth Third Bancorp     304,570    
    30,500     First American Corp.     1,062,315    
    16,600     First Horizon National Corp.     269,584    
    35,600     Franklin Resources, Inc.     3,359,572    
    3,500     Goldman Sachs Group, Inc.     593,705    
    32,400     Hartford Financial Services Group, Inc.     2,264,760    
    80,600     Leucadia National Corp.     3,647,956    

 

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 29, 2008

Shares   Description   Value ($)  
        Financials — continued  
    800     Markel Corp. *      371,800    
    10,900     Moody's Corp.     413,982    
    85,900     Morgan Stanley     3,618,108    
    303,400     National City Corp.     4,811,924    
    38,300     Old Republic International Corp.     525,476    
    220,200     Progressive Corp. (The)     4,036,266    
    54,800     Prudential Financial, Inc.     3,998,756    
    20,800     Safeco Corp.     962,208    
    45,100     SEI Investment Co.     1,127,951    
    6,500     T. Rowe Price Group, Inc.     328,445    
    51,600     Torchmark Corp.     3,109,416    
    254,300     Travelers Cos. (The), Inc.     11,802,063    
    7,800     UnionBanCal Corp.     363,246    
    182,200     Unum Group     4,174,202    
    158,100     US Bancorp     5,062,362    
    13,150     W.R. Berkley Corp.     378,589    
    164,804     Washington Mutual, Inc.     2,439,099    
    Total Financials     219,666,802    
        Health Care — 21.9%  
    442,100     Abbott Laboratories     23,674,455    
    141,800     Aetna, Inc.     7,033,280    
    156,100     AmerisourceBergen Corp.     6,512,492    
    269,800     Amgen, Inc. *      12,281,296    
    15,200     Baxter International, Inc.     897,104    
    116,100     Biogen Idec, Inc. *      6,775,596    
    81,652     Bristol-Myers Squibb Co.     1,846,152    
    150,900     Cardinal Health, Inc.     8,924,226    
    21,400     Cerner Corp. *      929,830    
    101,000     Cigna Corp.     4,502,580    
    8,900     Covance, Inc. *      751,249    
    237,600     Coventry Health Care, Inc. *      12,324,312    
    8,800     DENTSPLY International, Inc.     343,552    
    384,400     Eli Lilly & Co.     19,227,688    

 

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 29, 2008

Shares   Description   Value ($)  
        Health Care — continued  
    545,600     Express Scripts, Inc. *      32,244,960    
    305,900     Forest Laboratories, Inc. *      12,165,643    
    100,300     Gilead Sciences, Inc. *      4,746,196    
    26,600     Intuitive Surgical, Inc. *      7,499,072    
    8,500     Invitrogen Corp. *      718,165    
    1,845,800     Johnson & Johnson     114,365,768    
    7,300     Kinetic Concepts, Inc. *      375,147    
    70,100     King Pharmaceuticals, Inc. *      743,060    
    251,800     McKesson Corp.     14,795,768    
    355,900     Medco Health Solutions, Inc. *      15,769,929    
    410,200     Medtronic, Inc.     20,247,472    
    2,123,700     Merck & Co., Inc.     94,079,910    
    161,400     Patterson Cos., Inc. *      5,681,280    
    6,277,680     Pfizer, Inc.     139,866,710    
    71,400     Quest Diagnostics, Inc.     3,403,638    
    413,100     Schering-Plough Corp.     8,964,270    
    81,600     St. Jude Medical, Inc. *      3,507,168    
    353,200     Stryker Corp.     22,996,852    
    2,376,102     UnitedHealth Group, Inc.     110,441,221    
    15,000     Waters Corp. *      894,150    
    367,400     WellPoint, Inc. *      25,747,392    
    378,200     Wyeth     16,497,084    
    634,100     Zimmer Holdings, Inc. *      47,741,389    
    Total Health Care     809,516,056    
        Industrials — 6.7%  
    611,000     3M Co.     47,902,400    
    4,400     Boeing Co.     364,276    
    165,700     Caterpillar, Inc.     11,985,081    
    6,500     CH Robinson Worldwide, Inc.     330,005    
    17,300     CSX Corp.     839,396    
    224,600     Danaher Corp.     16,654,090    
    241,700     Deere & Co.     20,595,257    
    19,000     Eaton Corp.     1,531,970    

 

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 29, 2008

Shares   Description   Value ($)  
        Industrials — continued  
    24,500     Emerson Electric Co.     1,248,520    
    30,300     Fastenal Co.     1,231,998    
    26,100     FedEx Corp.     2,300,193    
    12,900     Flowserve Corp.     1,404,810    
    60,900     Fluor Corp.     8,480,325    
    17,000     General Dynamics Corp.     1,391,450    
    67,400     Goodrich Corp.     3,992,102    
    6,100     Harsco Corp.     344,589    
    320,800     Honeywell International, Inc.     18,458,832    
    27,900     Illinois Tool Works, Inc.     1,369,053    
    94,600     Ingersoll-Rand     3,959,956    
    52,200     ITT Industries, Inc.     2,935,728    
    93,400     Jacobs Engineering Group, Inc. *      7,499,086    
    99,400     L-3 Communications Holdings, Inc.     10,565,226    
    12,700     Manpower, Inc.     720,090    
    63,700     Masco Corp.     1,190,553    
    74,900     McDermott International, Inc. *      3,911,278    
    4,900     Northrop Grumman Corp.     385,189    
    8,300     Oshkosh Truck Corp.     332,581    
    292,800     Paccar, Inc.     12,701,664    
    53,300     Pall Corp.     2,098,421    
    97,000     Parker-Hannifin Corp.     6,269,110    
    90,000     Precision Castparts Corp.     9,935,100    
    23,100     Rockwell Collins, Inc.     1,360,590    
    25,300     RR Donnelley & Sons Co.     805,299    
    14,000     SPX Corp.     1,432,200    
    6,600     Stericycle, Inc. *      355,674    
    93,100     Textron, Inc.     5,043,227    
    43,400     Trane, Inc.     1,955,170    
    43,000     Tyco International Ltd.     1,722,580    
    26,300     Union Pacific Corp.     3,281,188    
    107,800     United Parcel Service, Inc.-Class B     7,571,872    
    277,800     United Technologies Corp.     19,587,678    
    6,000     W.W. Grainger, Inc.     441,960    
    Total Industrials     246,485,767    

 

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 29, 2008

Shares   Description   Value ($)  
        Information Technology — 16.0%  
    18,200     Activision, Inc. *      495,950    
    10,600     Adobe Systems, Inc. *      356,690    
    128,700     Affiliated Computer Services, Inc.-Class A *      6,531,525    
    35,800     Analog Devices, Inc.     963,736    
    411,000     Apple, Inc. *      51,383,220    
    26,500     Arrow Electronics, Inc. *      864,165    
    27,500     Autodesk, Inc. *      854,975    
    70,200     Avnet, Inc. *      2,366,442    
    96,100     CA, Inc.     2,198,768    
    22,800     Cadence Design Systems, Inc. *      242,136    
    2,577,600     Cisco Systems, Inc. *      62,816,112    
    121,100     Citrix Systems, Inc. *      3,987,823    
    30,200     Cognizant Technologies Solutions Corp.-Class A *      912,342    
    220,600     Corning, Inc.     5,124,538    
    16,400     Cypress Semiconductor Corp. *      356,536    
    1,842,500     Dell, Inc. *      36,573,625    
    5,100     DST Systems, Inc. *      358,326    
    1,178,600     eBay, Inc. *      31,067,896    
    1,750,400     EMC Corp. *      27,201,216    
    270,100     Fiserv, Inc. *      14,212,662    
    23,600     FLIR Systems, Inc. *      671,656    
    79,500     Google, Inc.-Class A *      37,458,810    
    148,900     Hewlett-Packard Co.     7,112,953    
    1,007,500     Intel Corp.     20,099,625    
    473,500     International Business Machines Corp.     53,912,710    
    16,200     Intersil Corp.-Class A     376,974    
    47,300     Intuit, Inc. *      1,256,288    
    95,200     Juniper Networks, Inc. *      2,553,264    
    36,100     KLA-Tencor Corp.     1,516,561    
    26,100     Lexmark International, Inc. *      862,083    
    50,100     McAfee, Inc. *      1,666,827    
    3,578,000     Microsoft Corp.     97,393,160    
    17,900     National Semiconductor Corp.     294,813    
    59,300     NCR Corp. *      1,314,088    

 

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 29, 2008

Shares   Description   Value ($)  
        Information Technology — continued  
    1,796,600     Oracle Corp. *      33,776,080    
    1,698,800     Qualcomm, Inc.     71,978,156    
    59,000     Texas Instruments, Inc.     1,767,640    
    70,600     Total System Services, Inc.     1,569,438    
    12,900     Trimble Navigation Ltd. *      352,686    
    81,500     VeriSign, Inc. *      2,836,200    
    55,600     Western Digital Corp. *      1,716,372    
    54,200     Xilinx, Inc.     1,211,912    
    Total Information Technology     590,566,979    
        Materials — 2.3%  
    43,600     Air Products & Chemicals, Inc.     3,981,988    
    183,900     Alcoa, Inc.     6,830,046    
    10,700     Ball Corp.     471,870    
    76,800     Celanese Corp.-Class A     2,987,520    
    15,200     Crown Holdings, Inc. *      378,632    
    47,500     Dow Chemical Co. (The)     1,790,275    
    6,900     FMC Corp.     390,609    
    59,600     Freeport-McMoRan Copper & Gold, Inc.     6,011,256    
    25,400     Lubrizol Corp.     1,480,820    
    21,400     Martin Marietta Materials, Inc.     2,302,640    
    341,400     Monsanto Co.     39,493,152    
    108,200     Owens-IIlinois, Inc. *      6,107,890    
    83,100     Praxair, Inc.     6,671,268    
    14,500     Reliance Steel & Aluminum Co.     804,895    
    42,700     Temple-Inland, Inc.     586,271    
    22,400     Vulcan Materials Co.     1,570,240    
    50,500     Weyerhaeuser Co.     3,090,600    
    Total Materials     84,949,972    
      Telecommunication Services — 2.1%  
    618,767     AT&T, Inc.     21,551,655    
    1,582,422     Verizon Communications, Inc.     57,473,567    
    Total Telecommunication Services     79,025,222    

 

See accompanying notes to the financial statements.


10



GMO U.S. Core Equity Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        Utilities — 1.0%  
    35,300     American Electric Power Co., Inc.     1,444,476    
    22,700     Centerpoint Energy, Inc.     333,236    
    37,000     Constellation Energy Group, Inc.     3,268,950    
    244,400     Duke Energy Corp.     4,286,776    
    51,700     Dynegy, Inc.-Class A *      382,580    
    63,400     Edison International     3,131,960    
    24,800     Entergy Corp.     2,547,952    
    7,100     Equitable Resources, Inc.     437,502    
    36,800     FPL Group, Inc.     2,218,672    
    68,000     Mirant Corp. *      2,516,000    
    35,600     Northeast Utilities     903,172    
    82,500     NRG Energy, Inc. *      3,404,775    
    29,800     PPL Corp.     1,352,324    
    142,800     Public Service Enterprise Group, Inc.     6,297,480    
    176,200     Reliant Energy, Inc. *      4,017,360    
    Total Utilities     36,543,215    
    TOTAL COMMON STOCKS (COST $3,783,532,273)     3,525,785,075    
        SHORT-TERM INVESTMENTS — 4.4%  
    90,856,052     Citigroup Global Markets Repurchase Agreement, dated 02/29/08,
due 03/03/08, with a maturity value of $90,861,730 and an effective
yield of 0.75%, collateralized by a U.S. Treasury Bond with a rate of
11.25%, maturity date of 02/15/15 and a market value, including
accrued interest, of $92,363,688.
    90,856,052    
    73,310,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (a)      72,791,625    
    TOTAL SHORT-TERM INVESTMENTS (COST $163,495,774)     163,647,677    
            TOTAL INVESTMENTS — 99.8%
(Cost $3,947,028,047)
    3,689,432,752    
            Other Assets and Liabilities (net) — 0.2%     8,532,048    
    TOTAL NET ASSETS — 100.0%   $ 3,697,964,800    

 

See accompanying notes to the financial statements.


11



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  1,768     S&P 500 E-Mini   March 2008   $ 117,686,920     $ (1,464,323 )  

 

As of February 29, 2008, for the futures contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

*  Non-income producing security.

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

See accompanying notes to the financial statements.


12




GMO U.S. Core Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $3,947,028,047) (Note 2)   $ 3,689,432,752    
Receivable for Fund shares sold     1,042,783    
Dividends and interest receivable     7,779,448    
Receivable for collateral on open futures contracts (Note 2)     6,364,800    
Receivable for expenses reimbursed by Manager (Note 3)     64,757    
Total assets     3,704,684,540    
Liabilities:  
Payable for Fund shares repurchased     2,209,736    
Payable to affiliate for (Note 3):  
Management fee     926,413    
Shareholder service fee     268,228    
Administration fee – Class M     9,393    
Trustees and Chief Compliance Officer of GMO Trust fees     4,249    
Payable for 12b-1 fee – Class M     25,363    
Payable for variation margin on open futures contracts (Note 2)     3,049,800    
Accrued expenses     226,558    
Total liabilities     6,719,740    
Net assets   $ 3,697,964,800    

 

See accompanying notes to the financial statements.


13



GMO U.S. Core Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 3,980,067,311    
Accumulated undistributed net investment income     8,762,323    
Accumulated net realized loss     (31,805,216 )  
Net unrealized depreciation     (259,059,618 )  
    $ 3,697,964,800    
Net assets attributable to:  
Class III shares   $ 1,131,799,994    
Class IV shares   $ 478,084,132    
Class VI shares   $ 2,031,658,641    
Class M shares   $ 56,422,033    
Shares outstanding:  
Class III     93,941,066    
Class IV     39,766,699    
Class VI     168,995,706    
Class M     4,691,430    
Net asset value per share:  
Class III   $ 12.05    
Class IV   $ 12.02    
Class VI   $ 12.02    
Class M   $ 12.03    

 

See accompanying notes to the financial statements.


14



GMO U.S. Core Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends   $ 86,437,648    
Interest     5,104,394    
Securities lending income     147,149    
Total investment income     91,689,191    
Expenses:  
Management fee (Note 3)     14,228,468    
Shareholder service fee – Class III (Note 3)     2,447,692    
Shareholder service fee – Class IV (Note 3)     569,013    
Shareholder service fee – Class VI (Note 3)     1,255,511    
12b-1 fee – Class M (Note 3)     265,683    
Administration fee – Class M (Note 3)     212,547    
Custodian, fund accounting agent and transfer agent fees     600,666    
Audit and tax fees     55,263    
Legal fees     103,407    
Trustees fees and related expenses (Note 3)     45,529    
Registration fees     15,262    
Miscellaneous     36,743    
Total expenses     19,835,784    
Fees and expenses reimbursed by Manager (Note 3)     (797,455 )  
Expense reductions (Note 2)     (48,087 )  
Net expenses     18,990,242    
Net investment income (loss)     72,698,949    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     351,184,479    
Closed futures contracts     (2,132,587 )  
Net realized gain (loss)     349,051,892    
Change in net unrealized appreciation (depreciation) on:  
Investments     (612,193,297 )  
Open futures contracts     (1,464,323 )  
Net unrealized gain (loss)     (613,657,620 )  
Net realized and unrealized gain (loss)     (264,605,728 )  
Net increase (decrease) in net assets resulting from operations   $ (191,906,779 )  

 

See accompanying notes to the financial statements.


15



GMO U.S. Core Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 72,698,949     $ 98,496,318    
Net realized gain (loss)     349,051,892       341,469,404    
Change in net unrealized appreciation (depreciation)     (613,657,620 )     (59,935,270 )  
Net increase (decrease) in net assets from operations     (191,906,779 )     380,030,452    
Distributions to shareholders from:  
Net investment income  
Class III     (28,161,365 )     (31,321,178 )  
Class IV     (10,426,216 )     (10,898,489 )  
Class VI     (43,036,312 )     (53,275,433 )  
Class M     (1,560,161 )     (1,646,618 )  
Total distributions from net investment income     (83,184,054 )     (97,141,718 )  
Net realized gains  
Class III     (171,156,746 )     (47,632,225 )  
Class IV     (61,162,205 )     (18,340,801 )  
Class VI     (291,784,061 )     (88,828,637 )  
Class M     (10,886,017 )     (3,334,260 )  
Total distributions from net realized gains     (534,989,029 )     (158,135,923 )  
      (618,173,083 )     (255,277,641 )  
Net share transactions (Note 7):  
Class III     (378,601,907 )     (1,095,758,448 )  
Class IV     (15,629,517 )     (159,761,538 )  
Class VI     (1,232,938,512 )     1,061,683,678    
Class M     (60,272,243 )     (27,519,549 )  
Increase (decrease) in net assets resulting from net share
transactions
    (1,687,442,179 )     (221,355,857 )  
Total increase (decrease) in net assets     (2,497,522,041 )     (96,603,046 )  
Net assets:  
Beginning of period     6,195,486,841       6,292,089,887    
End of period (including accumulated undistributed net investment
income of $8,762,323 and $19,373,690, respectively)
  $ 3,697,964,800     $ 6,195,486,841    

 

See accompanying notes to the financial statements.


16




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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 14.77     $ 14.50     $ 14.28     $ 13.54     $ 9.98    
Income (loss) from investment operations:  
Net investment income (loss)      0.22       0.22       0.24       0.19       0.16    
Net realized and unrealized gain (loss)     (1.10 )     0.64       0.54       0.73       3.56    
Total from investment operations     (0.88 )     0.86       0.78       0.92       3.72    
Less distributions to shareholders:  
From net investment income     (0.25 )     (0.22 )     (0.24 )     (0.18 )     (0.16 )  
From net realized gains     (1.59 )     (0.37 )     (0.32 )              
Total distributions     (1.84 )     (0.59 )     (0.56 )     (0.18 )     (0.16 )  
Net asset value, end of period   $ 12.05     $ 14.77     $ 14.50     $ 14.28     $ 13.54    
Total Return(a)      (7.33 )%     5.97 %     5.60 %     6.89 %     37.50 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,131,800     $ 1,789,872     $ 2,841,959     $ 1,739,392     $ 1,517,458    
Net expenses to average daily net assets     0.46 %(b)      0.46 %     0.47 %     0.48 %     0.48 %  
Net investment income to average daily
net assets
    1.55 %     1.51 %     1.69 %     1.46 %     1.32 %  
Portfolio turnover rate     71 %     78 %     65 %     65 %     57 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.02 %     0.02 %     0.02 %     0.02 %     0.03 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


17



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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 14.75     $ 14.48     $ 14.26     $ 13.52     $ 9.97    
Income (loss) from investment operations:  
Net investment income (loss)      0.22       0.22       0.25       0.20       0.16    
Net realized and unrealized gain (loss)     (1.10 )     0.65       0.54       0.73       3.55    
Total from investment operations     (0.88 )     0.87       0.79       0.93       3.71    
Less distributions to shareholders:  
From net investment income     (0.26 )     (0.23 )     (0.25 )     (0.19 )     (0.16 )  
From net realized gains     (1.59 )     (0.37 )     (0.32 )              
Total distributions     (1.85 )     (0.60 )     (0.57 )     (0.19 )     (0.16 )  
Net asset value, end of period   $ 12.02     $ 14.75     $ 14.48     $ 14.26     $ 13.52    
Total Return(a)      (7.36 )%     6.05 %     5.66 %     6.96 %     37.50 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 478,084     $ 602,048     $ 749,822     $ 866,206     $ 709,525    
Net expenses to average daily net assets     0.41 %(b)      0.41 %     0.43 %     0.44 %     0.44 %  
Net investment income to average daily
net assets
    1.57 %     1.55 %     1.76 %     1.49 %     1.36 %  
Portfolio turnover rate     71 %     78 %     65 %     65 %     57 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.02 %     0.02 %     0.02 %     0.02 %     0.03 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


18



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,  
    2008   2007   2006   2005   2004(a)   
Net asset value, beginning of period   $ 14.75     $ 14.47     $ 14.26     $ 13.52     $ 11.54    
Income (loss) from investment operations:  
Net investment income (loss)      0.23       0.23       0.25       0.21       0.10    
Net realized and unrealized gain (loss)     (1.11 )     0.65       0.54       0.72       2.01    
Total from investment operations     (0.88 )     0.88       0.79       0.93       2.11    
Less distributions to shareholders:  
From net investment income     (0.26 )     (0.23 )     (0.26 )     (0.19 )     (0.13 )  
From net realized gains     (1.59 )     (0.37 )     (0.32 )              
Total distributions     (1.85 )     (0.60 )     (0.58 )     (0.19 )     (0.13 )  
Net asset value, end of period   $ 12.02     $ 14.75     $ 14.47     $ 14.26     $ 13.52    
Total Return(b)      (7.32 )%     6.17 %     5.64 %     7.01 %     18.41 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,031,659     $ 3,671,926     $ 2,543,300     $ 1,750,325     $ 542,274    
Net expenses to average daily net assets     0.37 %(c)      0.37 %     0.38 %     0.39 %     0.39 %*   
Net investment income to average daily
net assets
    1.63 %     1.61 %     1.78 %     1.56 %     1.17 %*   
Portfolio turnover rate     71 %     78 %     65 %     65 %     57 %***   
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.02 %     0.02 %     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 periods shown and assumes the effect of reinvested distributions.

(c)  The net expense ratio does not include the effect of expense reductions.

†  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.


19



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,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 14.75     $ 14.47     $ 14.26     $ 13.52     $ 9.96    
Income (loss) from investment operations:  
Net investment income (loss)      0.18       0.18       0.20       0.16       0.12    
Net realized and unrealized gain (loss)     (1.11 )     0.64       0.53       0.72       3.57    
Total from investment operations     (0.93 )     0.82       0.73       0.88       3.69    
Less distributions to shareholders:  
From net investment income     (0.20 )     (0.17 )     (0.20 )     (0.14 )     (0.13 )  
From net realized gains     (1.59 )     (0.37 )     (0.32 )              
Total distributions     (1.79 )     (0.54 )     (0.52 )     (0.14 )     (0.13 )  
Net asset value, end of period   $ 12.03     $ 14.75     $ 14.47     $ 14.26     $ 13.52    
Total Return(a)      (7.64 )%     5.73 %     5.22 %     6.61 %     37.23 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 56,422     $ 131,640     $ 157,009     $ 171,316     $ 141,188    
Net expenses to average daily net assets     0.76 %(b)      0.76 %     0.77 %     0.78 %     0.78 %  
Net investment income to average daily
net assets
    1.23 %     1.22 %     1.41 %     1.17 %     0.98 %  
Portfolio turnover rate     71 %     78 %     65 %     65 %     57 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.02 %     0.02 %     0.02 %     0.02 %     0.03 %  

 

(a)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(b)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


20




GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

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 Funds into classes.

The Fund seeks high total return. The Fund seeks to achieve its objective by outperforming the S&P 500 Index. The Fund typically makes equity investments in companies that issue stocks included in the S&P 500 Index, and companies with similar market capitalizations.

Throughout the year ended February 29, 2008, the Fund had four classes of shares outstanding: Class III, Class IV, Class VI, and Class M. Class M shares bear an administration fee and a 12b-1 fee while Classes III, IV and VI 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.

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.


21



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Futures contracts

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

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

Swaps are marked to market daily using 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


22



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

received or made on swap contracts are recorded as realized gain or loss in the Statement of Operations. Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. There were no swap agreements outstanding at the end of the period.

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. Repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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 29, 2008, the Fund had no securities on loan.

Taxes and distributions

The Fund intends to qualify each tax 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


23



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to losses on wash sale transactions and post-October capital losses.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ (126,262 )   $ 126,263     $ (1 )  

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 241,940,523     $ 109,569,744    
Long-term capital gains     376,232,560       145,707,897    
Total distributions   $ 618,173,083     $ 255,277,641    

 


24



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 8,762,323    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $10,237,100.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 3,970,060,485     $ 124,096,384     $ (404,724,117 )   $ (280,627,733 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on


25



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.31% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.15% for Class III shares, 0.10% for Class IV shares and 0.055% for Class VI 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.

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 Class M net assets. This fee may be spent on personal services rendered to Class M shareholders of the Fund and/or maintenance of Class M shareholder accounts.


26



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees (Classes III, IV and VI only), administration and distribution (12b-1) fees (Class M only), fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.31% of the 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 29, 2008 was $38,169 and $13,801, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $3,193,581,503 and $5,540,595,234, 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 29, 2008, 28.99% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.


27



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, less than 0.01% of the Fund's shares were held by three related parties comprised of certain GMO employee accounts, and 59.31% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     10,821,336     $ 155,921,642       13,256,030     $ 195,569,666    
Shares issued to shareholders
in reinvestment of distributions
    13,691,161       193,621,517       5,013,426       73,333,042    
Shares repurchased     (51,723,168 )     (728,145,066 )     (93,168,340 )     (1,364,661,156 )  
Net increase (decrease)     (27,210,671 )   $ (378,601,907 )     (74,898,884 )   $ (1,095,758,448 )  
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     7,471,098     $ 107,806,250       7,111,440     $ 106,906,188    
Shares issued to shareholders
in reinvestment of distributions
    5,018,252       70,729,411       1,932,166       28,224,553    
Shares repurchased     (13,542,835 )     (194,165,178 )     (20,022,880 )     (294,892,279 )  
Net increase (decrease)     (1,053,485 )   $ (15,629,517 )     (10,979,274 )   $ (159,761,538 )  
    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     51,884,829     $ 705,180,355       78,510,638     $ 1,137,111,843    
Shares issued to shareholders
in reinvestment of distributions
    23,622,907       334,820,373       9,735,284       142,104,070    
Shares repurchased     (155,480,537 )     (2,272,939,240 )     (14,993,541 )     (217,532,235 )  
Net increase (decrease)     (79,972,801 )   $ (1,232,938,512 )     73,252,381     $ 1,061,683,678    

 


28



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class M:   Shares   Amount   Shares   Amount  
Shares sold     124,923     $ 1,799,606       191,371     $ 2,781,373    
Shares issued to shareholders
in reinvestment of distributions
    874,683       12,446,178       340,717       4,980,879    
Shares repurchased     (5,233,840 )     (74,518,027 )     (2,454,991 )     (35,281,801 )  
Net increase (decrease)     (4,234,234 )   $ (60,272,243 )     (1,922,903 )   $ (27,519,549 )  

 


29




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") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


30



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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 (12b-1) and/or administration 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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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.


31



GMO U.S. Core Equity Fund

(A Series of GMO Trust)

Fund Expenses — (Continued)
February 29, 2008 (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     $ 901.60     $ 2.17    
2) Hypothetical     0.46 %   $ 1,000.00     $ 1,022.58     $ 2.31    
Class IV  
1) Actual     0.41 %   $ 1,000.00     $ 901.00     $ 1.94    
2) Hypothetical     0.41 %   $ 1,000.00     $ 1,022.82     $ 2.06    
Class VI  
1) Actual     0.37 %   $ 1,000.00     $ 901.30     $ 1.75    
2) Hypothetical     0.37 %   $ 1,000.00     $ 1,023.02     $ 1.86    
Class M  
1) Actual     0.76 %   $ 1,000.00     $ 900.00     $ 3.59    
2) Hypothetical     0.76 %   $ 1,000.00     $ 1,021.08     $ 3.82    

 

*  Expenses are calculated using each Class's annualized expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


32



GMO U.S. Core Equity Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $376,232,560 from long-term capital gains.

For taxable, non-corporate shareholders, 40.43% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 39.56% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $5,271,063 and $158,689,922, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


35



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo,
Van Otterloo & Co. LLC.
 
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Currency Hedged International Equity Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Portfolio Managers

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

Management Discussion and Analysis of Fund Performance

The GMO Currency Hedged International Equity Fund returned -6.8% for the fiscal year ended February 29, 2008, as compared to -8.5% for the MSCI EAFE Index (Hedged). During the fiscal year the Fund was fully exposed to international equity securities through its investment in underlying GMO mutual funds.

The Fund's exposure to international equities was achieved indirectly through investments in the GMO International Intrinsic Value Fund and the GMO International Growth Equity Fund. The Fund also held currency hedges in addition to the shares of those Funds, which make predominantly unhedged investments.

Currency hedging had a negative impact on the Fund. The U.S. dollar fell against most foreign currencies, but hedging insulated the Fund's return from those gains. In U.S. dollar terms the unhedged MSCI EAFE Index returned +0.8% during the period, 9.3% more than the hedged benchmark.

The Fund is fairly evenly allocated between the GMO International Intrinsic Value Fund, which returned -1.1%, and the GMO International Growth Equity Fund, which returned +5.1% during the period. The Fund outperformed as the Growth Fund outperformed the unhedged EAFE by more than the Value Fund underperformed.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     93.9 %  
Short-Term Investments     7.0    
Preferred Stocks     0.5    
Rights and Warrants     0.0    
Futures     (0.6 )  
Forward Currency Contracts     (2.4 )  
Other     1.6    
      100.0 %  
Country / Region Summary**   % of Investments  
Euro Region***     37.2 %  
United Kingdom     21.4    
Japan     20.5    
Australia     4.9    
Switzerland     4.9    
Canada     4.5    
Hong Kong     2.2    
Singapore     2.2    
Sweden     1.3    
Norway     0.8    
Denmark     0.1    
      100.0 %  

 

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

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


1




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 99.3%  
            United States — 99.3%
Affiliated Issuers
         
    543,215     GMO International Growth Equity Fund, Class IV     15,047,067    
    501,229     GMO International Intrinsic Value Fund, Class IV     15,016,826    
      30,063,893    
    TOTAL MUTUAL FUNDS (COST $35,247,560)     30,063,893    
        SHORT-TERM INVESTMENTS — 3.3%  
    1,000,000     Royal Bank of Scotland Time Deposit, 3.10%, due 03/03/08     1,000,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $1,000,000)     1,000,000    
            TOTAL INVESTMENTS — 102.6%
(Cost $36,247,560)
    31,063,893    
            Other Assets and Liabilities (net) — (2.6%)     (790,847 )  
    TOTAL NET ASSETS — 100.0%   $ 30,273,046    

 

See accompanying notes to the financial statements.


2



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of Currency   Value   Net Unrealized
Appreciation
(Depreciation)
 
Buys  
5/23/08   AUD     144,000     $ 132,705     $ 2,134    
5/23/08   EUR     365,000       552,535       18,245    
5/23/08   SGD     1,140,416       820,320       9,784    
    $ 1,505,560     $ 30,163    
Sales  
5/23/08   AUD     1,999,261     $ 1,842,446     $ (22,979 )  
5/23/08   CAD     433,000       439,225       (13,375 )  
5/23/08   CHF     167,000       160,415       (8,701 )  
5/23/08   CHF     1,498,193       1,439,122       (70,016 )  
5/23/08   CHF     1,498,193       1,439,122       (66,258 )  
5/23/08   DKK     7,987,333       1,622,650       (48,202 )  
5/23/08   EUR     1,722,922       2,608,148       (76,269 )  
5/23/08   EUR     1,722,922       2,608,148       (77,511 )  
5/23/08   EUR     1,775,132       2,687,183       (78,928 )  
5/23/08   GBP     408,000       805,992       (18,866 )  
5/23/08   GBP     932,584       1,842,292       (34,719 )  
5/23/08   GBP     932,584       1,842,292       (34,230 )  
5/23/08   GBP     960,844       1,898,119       (35,801 )  
5/23/08   HKD     4,963,379       638,769       (1,262 )  
5/23/08   JPY     47,502,000       459,384       (17,998 )  
5/23/08   JPY     203,741,650       1,970,351       (68,090 )  
5/23/08   JPY     203,741,650       1,970,351       (63,318 )  
5/23/08   JPY     209,915,640       2,030,059       (69,930 )  
5/23/08   NOK     8,526,433       1,624,805       (40,614 )  
5/23/08   SEK     4,605,797       744,148       (17,754 )  
5/23/08   SGD     152,000       109,336       (1,209 )  
    $ 30,782,357     $ (866,030 )  

 

See accompanying notes to the financial statements.


3



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

As of February 29, 2008, 88.66% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair value prices based on models used by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar
CAD - Canadian Dollar
CHF - Swiss Franc
DKK - Danish Krone
EUR - Euro
GBP - British Pound
HKD - Hong Kong Dollar
JPY - Japanese Yen
NOK - Norwegian Krone
SEK - Swedish Krona
SGD - Singapore Dollar
 

 

See accompanying notes to the financial statements.


4




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $1,000,000) (Note 2)   $ 1,000,000    
Investments in affiliated issuers, at value (cost $35,247,560) (Notes 2 and 8)     30,063,893    
Cash     53,379    
Foreign currency, at value (cost $54,478) (Note 2)     56,322    
Receivable for Fund shares sold     1,799    
Unrealized appreciation on open forward currency contracts (Note 2)     30,163    
Receivable for expenses reimbursed by Manager (Note 3)     32,191    
Total assets     31,237,747    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     13,100    
Shareholder service fee     3,642    
Trustees and Chief Compliance Officer of GMO Trust fees     108    
Unrealized depreciation on open forward currency contracts (Note 2)     866,030    
Accrued expenses     81,821    
Total liabilities     964,701    
Net assets   $ 30,273,046    
Net assets consist of:  
Paid-in capital   $ 28,611,695    
Accumulated undistributed net investment income     794,785    
Accumulated net realized gain     6,884,256    
Net unrealized depreciation     (6,017,690 )  
    $ 30,273,046    
Net assets attributable to:  
Class III shares   $ 30,273,046    
Shares outstanding:  
Class III     5,690,948    
Net asset value per share:  
Class III   $ 5.32    

 

See accompanying notes to the financial statements.


5



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 575,809    
Interest     288,601    
Total investment income     864,410    
Expenses:  
Management fee (Note 3)     925,645    
Shareholder service fee – Class III (Note 3)     257,124    
Custodian and fund accounting agent fees     68,816    
Transfer agent fees     26,873    
Audit and tax fees     64,241    
Legal fees     4,363    
Trustees fees and related expenses (Note 3)     1,846    
Registration fees     3,001    
Miscellaneous     2,349    
Total expenses     1,354,258    
Fees and expenses reimbursed by Manager (Note 3)     (168,949 )  
Expense reductions (Note 2)     (1,056 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (893,852 )  
Shareholder service fee waived (Note 3)     (151,805 )  
Net expenses     138,596    
Net investment income (loss)     725,814    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     37,704,150    
Realized gains distributions from affiliated issuers (Note 8)     10,472,304    
Foreign currency, forward contracts and foreign currency related transactions     (14,266,724 )  
Net realized gain (loss)     33,909,730    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (24,991,539 )  
Foreign currency, forward contracts and foreign currency related transactions     914,740    
Net unrealized gain (loss)     (24,076,799 )  
Net realized and unrealized gain (loss)     9,832,931    
Net increase (decrease) in net assets resulting from operations   $ 10,558,745    

 

See accompanying notes to the financial statements.


6



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended   Year Ended  
    February 29, 2008   February 28, 2007  
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 725,814     $ 3,614,363    
Net realized gain (loss)     33,909,730       139,338,705    
Change in net unrealized appreciation (depreciation)     (24,076,799 )     (77,805,071 )  
Net increase (decrease) in net assets from operations     10,558,745       65,147,997    
Distributions to shareholders from:  
Net investment income  
Class III           (9,318,611 )  
Net realized gains  
Class III     (48,200,678 )     (155,726,954 )  
      (48,200,678 )     (165,045,565 )  
Net share transactions (Note 7):  
Class III     (159,181,264 )     (401,820,578 )  
Total increase (decrease) in net assets     (196,823,197 )     (501,718,146 )  
Net assets:  
Beginning of period     227,096,243       728,814,389    
End of period (including accumulated undistributed net investment
income of $794,785 and distributions in excess of net
investment income of $862,825, respectively)
  $ 30,273,046     $ 227,096,243    

 

See accompanying notes to the financial statements.


7




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 7.45     $ 9.07     $ 8.38     $ 7.33     $ 5.54    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.03       0.10       0.07       0.21       0.20    
Net realized and unrealized gain (loss)     (0.29 )     1.17       2.17       0.84       1.59    
Total from investment operations     (0.26 )     1.27       2.24       1.05       1.79    
Less distributions to shareholders:  
From net investment income           (0.12 )     (0.71 )(b)               
From net realized gains     (1.87 )     (2.77 )     (0.84 )              
Total distributions     (1.87 )     (2.89 )     (1.55 )              
Net asset value, end of period   $ 5.32     $ 7.45     $ 9.07     $ 8.38     $ 7.33    
Total Return(c)      (6.75 )%     15.60 %     28.42 %     14.32 %     32.31 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 30,273     $ 227,096     $ 728,814     $ 580,905     $ 160,586    
Net expenses to average daily net assets(d)      0.08 %(e)      0.07 %     0.05 %     0.04 %     0.04 %  
Net investment income to average daily
net assets(a) 
    0.42 %     1.23 %     0.82 %     2.64 %     2.98 %  
Portfolio turnover rate     11 %     18 %     36 %     3 %     5 %  
Fees and expenses reimbursed and/or waived
by the Manager to average daily net assets:
    0.71 %     0.68 %     0.67 %     0.71 %     0.87 %  

 

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

(b)  Distributions from net investment income include amounts (approximately $0.07 per share) from foreign currency transactions which are treated as realized capital gain for book purposes.

(c)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

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

(e)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


8




GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks high total return. The Fund seeks to achieve its investment objective by outperforming the MSCI EAFE Index (Europe, Australasia, and Far East) (Hedged). The Fund is a fund of funds and invests in other GMO Funds. The Fund may invest to varying extents in GMO International Core Equity Fund, GMO International Intrinsic Value Fund, GMO International Growth Equity Fund, and GMO International Small Companies Fund ("underlying funds"). GMO attempts to hedge at least 70% of the foreign currency exposure in the underlying funds' investments relative to the U.S. dollar.

The financial statements of the underlying funds should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request by calling (617) 346-7646 (collect) or visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.

Investments held by the underlying funds are valued as follows. 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 generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as


9



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

The Fund may purchase and sell futures contracts. 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


10



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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


11



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

loss. The risk associated with purchasing put and call options is limited to the premium paid. There were no purchased option contracts outstanding at the end of the period.

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

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


12



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Securities Lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carry forwards, derivative contract transactions, differing treatment of mutual fund distributions received, foreign currency transactions, losses on wash sale transactions and net operating losses.


13



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 931,796     $ 10,181,236     $ (11,113,032 )  

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $     $ 13,117,818    
Long-term capital gains     48,200,678       151,927,747    
Total distributions   $ 48,200,678     $ 165,045,565    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed long-term capital gain   $ 6,991,877    

 

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/28/2011   $ (64,645 )  
Total   $ (64,645 )  

 


14



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 36,290,535     $     $ (5,226,642 )   $ (5,226,642 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. 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.


15



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

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 average daily net assets at the annual rate of 0.15% for Class III shares.

The Manager will waive the Fund's shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds 0.15%; provided, however, that the amount of this waiver will not exceed 0.15%.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes,


16



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) (collectively, "Excluded Fund Fees and Expenses") exceed 0.54% of the Fund's average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2008 to the extent that the sum of (a) the Fund's total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in the underlying funds (excluding these Funds' Excluded Fund Fees and Expenses)), exceeds 0.54% of the Fund's average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.54% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net Expenses
(excluding shareholder
service fees)
  Indirect
Shareholder
Service Fees
  Total Indirect
Expenses
 
  0.522 %     0.088 %     0.610 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $1,570 and $693, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $18,258,114 and $225,370,000, respectively.

5.  Guarantees

In the normal course of business the Fund enters into contracts with third-party service providers that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. Based on experience, management is of the view that the risk of loss in connection with these potential indemnification obligations is remote; however, there can be no assurance that material liabilities related to such obligations will not arise in the future that could adversely impact the Fund.


17



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 93.62% of the outstanding shares of the Fund were held by one shareholder. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.

As of February 29, 2008, 0.02% of the Fund's shares were held by one related party comprised of a certain GMO employee account, and 93.62% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     839,414     $ 6,424,624       4,383,950     $ 35,031,290    
Shares issued to shareholders
in reinvestment of distributions
    7,433,717       47,788,021       20,822,962       163,736,057    
Shares repurchased     (33,056,614 )     (213,393,909 )     (75,107,197 )     (600,587,925 )  
Net increase (decrease)     (24,783,483 )   $ (159,181,264 )     (49,900,285 )   $ (401,820,578 )  

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value, end
of period
 
GMO International
Growth Equity
Fund, Class IV
  $ 111,898,773     $ 10,105,728     $ 115,160,000     $ 193,866     $ 6,181,862     $ 15,047,067    
GMO International
Intrinsic Value
Fund, Class IV
    112,564,395       8,152,386       110,210,000       381,943       4,290,442       15,016,826    
Totals   $ 224,463,168     $ 18,258,114     $ 225,370,000     $ 575,809     $ 10,472,304     $ 30,063,893    

 


18




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Currency Hedged International Equity Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Currency Hedged International Equity Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


19



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.69 %   $ 1,000.00     $ 887.30     $ 3.24    
2) Hypothetical     0.69 %   $ 1,000.00     $ 1,021.43     $ 3.47    

 

*  Expenses are calculated using the Class's annualized expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


20



GMO Currency Hedged International Equity Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $48,200,678 from long-term capital gains.


21



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


22



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


23



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


24



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


25




GMO Special Situations Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Special Situations Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

Since its inception on July 31, 2007, the GMO Special Situations Fund returned +6.6% for the period ended February 29, 2008, compared with the +2.3% return for the Citigroup 3-Month Treasury Bill Index.

Asset allocation was responsible for the entirety of the outperformance.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end please call 1-617-346-7646 (collect). Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Class VI shares will vary due to different fees.

*  Class III performance information represents Class VI performance from July 31, 2007 to August 13, 2007 and Class III performance thereafter.



GMO Special Situations Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary   % of Total Net Assets  
Short-Term Investments     88.1 %  
Forward Currency Contracts     1.1    
Other     10.8    
      100.0 %  

 


1




GMO Special Situations Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
      SHORT-TERM INVESTMENTS — 88.1%        
      Money Market Funds — 0.3%        
  2,053,391     State Street Institutional Liquid Reserves Fund-Institutional Class     2,053,391    
      Other Short-Term Investments — 87.8%        
  465,000,000     U.S Treasury Bill, 3.11%, due 03/27/08 (a)      463,937,088    
  135,000,000     U.S Treasury Bill, 1.76%, due 05/08/08 (a)      134,554,500    
    Total Other Short-Term Investments     598,491,588    
    TOTAL SHORT-TERM INVESTMENTS (COST $600,472,829)     600,544,979    
        TOTAL INVESTMENTS — 88.1%
(Cost $600,472,829)
    600,544,979    
        Other Assets and Liabilities (net) — 11.9%     80,789,763    
    TOTAL NET ASSETS — 100.0%   $ 681,334,742    

 

See accompanying notes to the financial statements.


2



GMO Special Situations Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys                              
5/23/08   JPY     12,407,014,233     $ 119,969,847     $ 3,839,534    
5/23/08   JPY     10,339,178,528       99,974,873       3,430,768    
5/23/08   JPY     10,339,178,528       99,974,873       3,441,765    
5/23/08   JPY     8,271,342,822       79,979,898       2,734,444    
                $ 399,899,491     $ 13,446,511    
Sales                              
5/23/08   AUD     112,241,486     $ 103,467,127     $ (1,380,128 )  
5/23/08   CAD     37,756,166       38,300,653       (959,533 )  
5/23/08   GBP     45,823,770       90,539,742       (1,722,232 )  
5/23/08   GBP     45,823,770       90,539,742       (1,698,220 )  
5/23/08   NZD     51,859,670       40,933,670       25,408    
                $ 363,780,934     $ (5,734,705 )  

 

Note to Schedule of Investments:

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

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

GBP - British Pound

JPY - Japanese Yen

NZD - New Zealand Dollar

See accompanying notes to the financial statements.


3




GMO Special Situations Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments, at value (cost $600,472,829) (Note 2)   $ 600,544,979    
Cash     101,222,292    
Interest receivable     119,972    
Unrealized appreciation on open forward currency contracts (Note 2)     13,471,919    
Receivable for expenses reimbursed by Manager (Note 3)     22,417    
Total assets     715,381,579    
Liabilities:  
Payable for Fund shares repurchased     27,922,601    
Payable to affiliate for (Note 3):  
Management fee     206,144    
Shareholder service fee     37,225    
Trustees and Chief Compliance Officer of GMO Trust fees     751    
Unrealized depreciation on open forward currency contracts (Note 2)     5,760,113    
Accrued expenses     120,003    
Total liabilities     34,046,837    
Net assets   $ 681,334,742    
Net assets attributable to:  
Class III shares   $ 88,204,052    
Class VI shares   $ 593,130,690    
Shares outstanding:  
Class III     4,137,904    
Class VI     27,807,186    
Net asset value per share:  
Class III   $ 21.32    
Class VI   $ 21.33    

 

See accompanying notes to the financial statements.


4



GMO Special Situations Fund

(A Series of GMO Trust)

Statement of Operations — Period from July 31, 2007
(commencement of operations) through February 29, 2008

Investment Income:  
Dividends   $ 77,313    
Interest     9,566,216    
Total investment income     9,643,529    
Expenses:  
Management fee (Note 3)     1,092,706    
Shareholder service fee – Class III (Note 3)     38,058    
Shareholder service fee – Class VI (Note 3)     148,475    
Custodian, fund accounting agent and transfer agent fees     36,878    
Audit and tax fees     93,232    
Legal fees     9,629    
Trustees fees and related expenses (Note 3)     2,724    
Miscellaneous     9,429    
Total expenses     1,431,131    
Fees and expenses reimbursed by Manager (Note 3)     (145,170 )  
Net expenses     1,285,961    
Net investment income (loss)     8,357,568    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments     11,527    
Foreign currency, forward contracts and foreign currency related transactions     28,520,798    
Net realized gain (loss)     28,532,325    
Change in net unrealized appreciation (depreciation) on:  
Investments     72,150    
Foreign currency, forward contracts and foreign currency related transactions     7,711,806    
Net unrealized gain (loss)     7,783,956    
Net realized and unrealized gain (loss)     36,316,281    
Net increase (decrease) in net assets resulting from operations   $ 44,673,849    

 

See accompanying notes to the financial statements.


5



GMO Special Situations Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Period from
July 31, 2007
(commencement of operations)
through February 29, 2008
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 8,357,568    
Net realized gain (loss)     28,532,325    
Change in net unrealized appreciation (depreciation)     7,783,956    
Net increase (decrease) in net assets from operations     44,673,849    
Net share transactions (Note 7):  
Class III     85,973,660    
Class VI     550,687,233    
Increase (decrease) in net assets resulting from net share transactions     636,660,893    
Total increase (decrease) in net assets     681,334,742    
Net assets:  
Beginning of period        
End of period   $ 681,334,742    

 

See accompanying notes to the financial statements.


6




GMO Special Situations Fund

(A Series of GMO Trust)

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

    Period from
August 13, 2007
(commencement of operations)
through February 29, 2008
 
Net asset value, beginning of period   $ 20.09    
Income (loss) from investment operations:  
Net investment income (loss)      0.31    
Net realized and unrealized gain (loss)     0.92    
Total from investment operations     1.23    
Net asset value, end of period   $ 21.32    
Total Return(a)      6.12 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 88,204    
Net expenses to average daily net assets     0.53 %*   
Net investment income to average daily net assets     2.71 %*   
Portfolio turnover rate     0 %††**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.05 %*   

 

(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.

††  Calculation represents portfolio turnover rate of the Fund for the period from July 31, 2007 (commencement of operations) through February 29, 2008.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


7



GMO Special Situations Fund

(A Series of GMO Trust)

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

    Period from
July 31, 2007
(commencement of operations)
through February 29, 2008
 
Net asset value, beginning of period   $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)      0.34    
Net realized and unrealized gain (loss)     0.99    
Total from investment operations     1.33    
Net asset value, end of period   $ 21.33    
Total Return(a)      6.65 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 593,131    
Net expenses to average daily net assets     0.43 %*   
Net investment income to average daily net assets     2.84 %*   
Portfolio turnover rate     0 %††**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.05 %*   

 

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

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents portfolio turnover rate of the Fund for the period from July 31, 2007 (commencement of operations) through February 29, 2008.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


8




GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008 (Unaudited)

1.  Organization

GMO Special Situations Fund (the "Fund"), which commenced operations on July 31, 2007, 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 Funds into classes.

The Fund's investment objectives are capital appreciation and capital preservation. The Fund seeks to achieve its investment objectives by implementing investment strategies that are intended to complement long-only investments in global equities and fixed income instruments. The Fund may have long or short exposure to foreign and U.S. equity securities (including both growth and value style equities and equities of any market capitalization), foreign and U.S. fixed income securities (including fixed income securities of any credit quality and having any maturity or duration), currencies, and, from time to time, other alternative asset classes (e.g., instruments that seek exposure to or hedge risks of market volatility). The Fund is not restricted in its exposure to any particular asset class, and at times may be substantially exposed (long or short) to a single asset class (e.g., equity securities or fixed income securities). In addition, the Fund is not restricted in its exposure to any particular market. The Fund may have substantial exposure (long or short) to a particular country or type of country (e.g., emerging countries). The Fund could be subject to material losses from a single investment. The Fund does not seek to control risk relative to a particular securities market index or benchmark. In addition, the Fund does not seek to outperform a particular securities market index or blend of market indices.

For the period July 31, 2007 through February 29, 2008, the Fund's Class VI shares were operational and for the period August 13, 2007 through February 29, 2008, the Fund's Class III shares were operational. Each class of shares bears a different level of shareholder service fees.

Shares of the Fund are not publicly offered and are principally available only to other funds of the Trust and certain accredited investors.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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


9



GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008 (Unaudited)

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.


10



GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008 (Unaudited)

Futures contracts

The Fund may purchase and sell futures contracts. Upon entering into a futures contract, the Fund is required to deposit with the futures clearing broker an amount of cash, U.S. government and agency obligations, or other liquid assets in accordance with the initial margin requirements of the broker or exchange. In addition, the Fund maintains cash or securities in an amount that at least equals the net amount payable in the event the Fund must deliver the full amount of the contracts. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value ("variation margin") is recorded by the Fund. The payable or receivable is liquidated on the following business day. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day's settlement price, thereby effectively preventing liquidation of unfavorable positions. Losses may arise from changes in the value of the underlying instrument if the Fund is unable to liquidate a futures position due to an illiquid secondary market for the contracts or the imposition of price limits, or if counterparties do not perform under the contract terms. Futures contracts are generally valued at the settlement price established each day by the board of trade or exchange on which they are traded. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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


11



GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008 (Unaudited)

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. There were no purchased option contracts outstanding at the end of the period.

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

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. There were no loan agreements outstanding at the end of the period.

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total


12



GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008 (Unaudited)

return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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

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. There were no repurchase agreements outstanding at the end of the period.


13



GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008 (Unaudited)

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 February 29, 2008, the Fund did not participate in securities lending.

Taxes

The Fund elected to be taxed as a partnership for federal income tax purposes. As a partnership, the Fund will not be subject to federal and state income tax. Instead, each shareholder is responsible for the tax liability or benefit related to his/her allocable share of taxable income or loss. Accordingly, no provision (benefit) for federal and state income taxes is reflected in the accompanying financial statements.

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 600,472,829     $ 72,150     $     $ 72,150    

 

Distributions

The Fund does not intend to make any distributions to its shareholders but may do so at the sole discretion of the Trustees.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.


14



GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008 (Unaudited)

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 income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations.

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

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

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value


15



GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008 (Unaudited)

in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.37% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares and 0.055% for Class VI shares.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in other Funds of the Trust, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)) exceed 0.37% of the 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 period ended February 29, 2008 was $2,048 and $1,997, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 29, 2008 aggregated $0 and $0, 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


16



GMO Special Situations Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008 (Unaudited)

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 29, 2008, 78.48% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Two of the shareholders are other funds of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, there were no shares held by related parties, and all of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Period from August 13, 2007,
(commencement of operations)
through February 29, 2008
 
Class III:   Shares   Amount  
Shares sold     4,137,904     $ 85,973,660    
Shares issued to shareholders
in reinvestment of distributions
             
Shares repurchased              
Net increase (decrease)     4,137,904     $ 85,973,660    
    Period from July 31, 2007,
(commencement of operations)
through February 29, 2008
 
Class VI:   Shares   Amount  
Shares sold     30,240,773     $ 602,709,982    
Shares issued to shareholders
in reinvestment of distributions
             
Shares repurchased     (2,433,587 )     (52,022,749 )  
Net increase (decrease)     27,807,186     $ 550,687,233    

 


17




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Special Situations Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Special Situations Fund (the "Fund") at February 29, 2008, the results of its operations for the period then ended, the changes in its net assets for the period then ended 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 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 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


18



GMO Special Situations Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

Actual Expenses

The first line of the table below for each class 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 $10,000,000 account value divided by $1,000 = 10,000), 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 for each class 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     0.53 %   $ 1,000.00     $ 1,035.00     $ 2.68    
2) Hypothetical     0.53 %   $ 1,000.00     $ 1,022.23     $ 2.66    
Class VI  
1) Actual     0.43 %   $ 1,000.00     $ 1,035.40     $ 2.18    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.73     $ 2.16    

 

*  Expenses are calculated using the annualized expense ratio for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4  
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


21



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968   Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


23




GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Emerging Country Debt Fund returned +5.1% for the fiscal year ended February 29, 2008, as compared to +5.5% for the JPMorgan Emerging Markets Bond Index Global (EMBIG).

The Fund underperformed the benchmark during the fiscal year by 0.4%. EMBIG spreads over U.S. Treasuries widened 119 basis points to 306 basis points, while the yield on the 10-year U.S. Treasury bond fell by 105 basis points to 3.51%. The EMBIG return of +5.5% was less than its average yield of 6.6% due to the net effect of the two components of return.

The biggest gainers of the fiscal year were Ivory Coast (+53.0%), Ecuador (+26.4%), and Iraq (+23.0%). The worst performing countries for the year were Argentina (-18.9%), Venezuela (-9.7%), and Pakistan (-3.9%). Latin American countries underperformed those outside the region, +4.0% to +7.1%.

Market selection subtracted value, primarily from the Argentina and Uruguay overweights and Malaysia underweight. Overweighting Ivory Coast and underweighting Venezuela partially offset these effects. Security selection added 21 basis points of positive alpha in total. The largest contribution came from the Republic of Congo defaulted bank loans that were restructured into performing global bonds in December. Credit default swap protection helped in Turkey and Brazil, and bond selection was positive in Pakistan and Ecuador.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .50% on the purchase and .25% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited. Performance for Class IV shares will vary due to different fees.

*  JPMorgan EMBIG + represents the JPMorgan EMBI+ prior to 12/31/99 and the JPMorgan EMBIG thereafter. The Manager changed the benchmark due to the belief that the EMBIG is more diversified and representative of the universe of emerging country debt.



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     105.4 %  
Loan Participations     5.1    
Options Purchased     3.7    
Short-Term Investments     2.9    
Loan Assignments     1.7    
Swaps     0.8    
Rights and Warrants     0.7    
Promissory Notes     0.3    
Futures     (0.0 )  
Forward Currency Contracts     (0.4 )  
Written Options     (0.8 )  
Reverse Repurchase Agreements     (19.9 )  
Other     0.5    
      100.0 %  

 

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


1



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Country / Region Summary**   % of Investments  
Russia     13.4 %  
Mexico     12.5    
Brazil     11.1    
Turkey     8.8    
Philippines     6.3    
Colombia     5.4    
Argentina     5.1    
Venezuela     5.0    
Uruguay     4.9    
Ukraine     3.3    
Africa     2.3    
Indonesia     2.2    
Ecuador     1.8    
El Salvador     1.7    
Ivory Coast     1.6    
Dominican Republic     1.6    
South Africa     1.5    
Vietnam     1.5    
Iraq     0.9    
Qatar     0.8    
Jamaica     0.7    
Kazakhstan     0.7    
South Korea     0.7    
Peru     0.6    
Gabon     0.6    
Egypt     0.6    
Pakistan     0.6    
Aruba     0.5    
Panama     0.4    
Serbia     0.4    
India     0.4    
Poland     0.3    
Chile     0.3    
Bosnia     0.3    
Guatemala     0.3    
Tunisia     0.2    
Costa Rica     0.2    
Trinidad     0.2    
China     0.1    
Thailand     0.1    
Belize     0.1    
Nicaragua     0.1    
Malaysia     0.1    
Lebanon     (0.1 )  
Sri Lanka     (0.1 )  
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.


2




GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        DEBT OBLIGATIONS — 99.3%  
        Argentina — 10.6%  
        Foreign Government Obligations  
USD     9,000,000     Province of Buenos Aires, Reg S, Step Up, Variable Rate, 3.00%, due 05/15/35     3,352,500    
USD     24,087     Republic of Argentina, 8.28%, due 12/31/33     18,330    
USD     45,719,999     Republic of Argentina Capitalization Bond, Series 2031, 12.00%, due 06/19/31 (a)      15,087,600    
USD     32,000,000     Republic of Argentina Discount Bond, Series L-GL,
Variable Rate, 6 mo. LIBOR + .81%, 5.44%, due 03/31/23 (a) 
    16,000,000    
DEM     3,830,000     Republic of Argentina Discount Bond,
Variable Rate, 6 mo. DEM LIBOR + .81%, 3.00%, due 03/31/23 (a) 
    1,486,457    
EUR     214,800,000     Republic of Argentina GDP Linked, Variable Rate, 1.26%, due 12/15/35 (b)      36,359,996    
USD     71,474     Republic of Argentina GDP Linked, Variable Rate, 1.32%, due 12/15/35 (b)      8,791    
ARS     28,000,000     Republic of Argentina GDP Linked, Variable Rate, 1.38%, due 12/15/35 (b) (c)      704,397    
DEM     5,000,000     Republic of Argentina Global Bond, 9.00%, due 11/19/08 (a) (c)      1,125,516    
ARS     5,999,662     Republic of Argentina Global Bond, 2.00%, due 02/04/18 (c)      1,951,480    
USD     26,545,000     Republic of Argentina Global Bond, 12.13%, due 02/25/19 (a)      8,494,400    
USD     6,931,000     Republic of Argentina Global Bond, 12.00%, due 02/01/20 (a)      2,217,920    
USD     13,540,000     Republic of Argentina Global Bond, 8.88%, due 03/01/29 (a)      4,332,800    
USD     31,390,000     Republic of Argentina Global Bond, EMTN, Reg. S,
Variable Rate, 3 mo. LIBOR + .58%, 10.29%, due 04/06/04 (a) 
    10,044,800    
USD     198,230     Republic of Argentina Global Bond, Series 2008, Step Up, 15.50%, due 12/19/08 (a)      65,416    
USD     28,054,525     Republic of Argentina Global Bond, Series 2018, 12.25%, due 06/19/18 (a)      9,257,993    
USD     8,000,000     Republic of Argentina Global Bond, Series BT04, 9.75%, due 09/19/27 (a)      2,640,000    
DEM     20,000,000     Republic of Argentina Global Bond, Series DM, 5.87%, due 03/31/23 (a)      7,762,178    
EUR     3,500,000     Republic of Argentina Global Bond, Series FEB, Step Down, 8.00%,
due 02/26/08 (a) 
    1,663,133    
ARS     28,000,000     Republic of Argentina Global Bond, Step Up, 0.63%, due 12/31/38 (c)      2,888,859    
USD     15,000,000     Republic of Argentina Global Par Bond, Series L-GP, Step Up, 6.00%,
due 03/31/23 (a) 
    7,500,000    
USD     2,000,000     Republic of Argentina Pro 4, 2.00%, due 12/28/10 (a)      319,800    
USD     7,211,000     Republic of Argentina, Series BGLO, 8.38%, due 12/20/03 (a)      2,379,630    
USD     46,000,000     Republic of Argentina, Series F, 0.00%, due 10/15/04 (a)      11,500,000    
EUR     284,000,000     Republic of Argentina, Step Up, 1.20%, due 12/31/38     149,179,492    
USD     17,000,000     Republic of Argentina, Step Up, 1.33%, due 12/31/38 (d)      5,635,500    
    Total Argentina     301,976,988    

 

See accompanying notes to the financial statements.


3



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Aruba — 1.2%  
        Foreign Government Obligations  
USD     5,000,000     Government of Aruba, 6.19%, due 10/30/12     5,000,000    
USD     3,500,000     Government of Aruba, 6.71%, due 10/15/13     3,605,000    
USD     3,752,000     Government of Aruba, 6.80%, due 04/02/14     3,752,000    
USD     20,000,000     Government of Aruba, Reg S, 6.40%, due 09/06/15     20,400,000    
    Total Aruba     32,757,000    
        Belize — 0.1%  
        Foreign Government Obligations  
USD     4,023,400     Government of Belize, Reg S, Step Up, 4.25%, due 02/20/29     2,937,082    
        Bosnia & Herzegovina — 0.5%  
        Foreign Government Obligations  
DEM     23,224,480     Bosnia & Herzegovina, Series A, Step Up,
Variable Rate, 6 mo. DEM LIBOR + .81%, 5.65%, due 12/11/17
    14,692,212    
        Brazil — 4.6%  
        Foreign Government Obligations  
USD     10,100,000     Brazilian Government International Exit Bonds, 6.00%, due 09/15/13     10,100,000    
USD     395,455     Brazilian Government International Exit Bonds Odd Lot, 6.00%,
due 09/15/13
    395,455    
EUR     8,000,000     Republic of Brazil, 8.50%, due 09/24/12     13,513,964    
USD     12,500,000     Republic of Brazil, 8.00%, due 01/15/18 (d)      14,156,250    
USD     14,000,000     Republic of Brazil, 8.75%, due 02/04/25 (d)      17,325,000    
USD     64,000,000     Republic of Brazil, 8.25%, due 01/20/34 (d)      76,960,000    
    Total Brazil     132,450,669    
        China — 0.3%  
        Foreign Government Obligations  
USD     7,500,000     China Government International Bond, 6.80%, due 05/23/11     8,330,142    

 

See accompanying notes to the financial statements.


4



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Colombia — 0.5%  
        Foreign Government Obligations  
USD     8,000,000     Republic of Colombia, 8.70%, due 02/15/16     9,280,000    
USD     3,800,000     Republic of Colombia, 11.85%, due 03/09/28     4,921,000    
    Total Colombia     14,201,000    
        Congo Republic (Brazzaville) — 2.1%  
        Foreign Government Obligations  
USD     109,865,600     Republic of Congo, 2.50%, due 06/30/29     59,327,424    
        Costa Rica — 0.3%  
        Foreign Government Obligations  
USD     3,000,000     Republic of Costa Rica, Reg S, 8.05%, due 01/31/13     3,307,500    
USD     3,710,000     Republic of Costa Rica, Reg S, 10.00%, due 08/01/20     4,850,825    
    Total Costa Rica     8,158,325    
        Dominican Republic — 2.3%  
        Asset-Backed Securities — 0.4%  
USD     12,941,042     Autopistas Del Nordeste Ltd., Reg S, 9.39%, due 04/15/24     12,682,221    
        Foreign Government Obligations — 1.9%  
USD     1,231,853     Dominican Republic Bond, Variable Rate, 6 mo. LIBOR + .81%,
3.88%, due 08/30/09
    1,228,773    
USD     42,557,000     Dominican Republic Bond, Variable Rate, 6 mo. LIBOR + .81%,
5.72%, due 08/30/24
    42,450,608    
USD     9,000,000     Dominican Republic, Reg S, 8.63%, due 04/20/27     9,810,000    
      53,489,381    
    Total Dominican Republic     66,171,602    

 

See accompanying notes to the financial statements.


5



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Ecuador — 1.8%  
        Foreign Government Obligations  
USD     47,087,000     Republic of Ecuador, 10.00%, due 08/15/30 (d)      46,145,260    
USD     2,349,332     Republic of Ecuador PDI (Global Bearer Capitalization Bond), PIK,
Variable Rate, 6 mo. LIBOR + .81%, 3.88%, due 02/27/15 (c) 
    1,825,666    
USD     2,000,000     Republic of Ecuador, Reg S, 9.38%, due 12/15/15 (d)      2,045,000    
    Total Ecuador     50,015,926    
        Egypt — 0.1%  
        Corporate Debt  
USD     1,698,396     Petroleum Export, 144A, 5.27%, due 06/15/11     1,694,150    
        El Salvador — 1.4%  
        Foreign Government Obligations  
USD     37,000,000     Republic of El Salvador, Reg S, 7.65%, due 06/15/35     39,775,000    
        Gabon — 0.8%  
        Foreign Government Obligations  
USD     21,000,000     Gabonese Republic, 144A, 8.20%, due 12/12/17     22,023,750    
        Grenada — 0.1%  
        Foreign Government Obligations  
USD     6,000,000     Government of Grenada, Reg S, Step Up, 1.00%, due 09/15/25     3,240,000    
        Guatemala — 0.3%  
        Foreign Government Obligations  
USD     6,750,000     Republic of Guatemala, Reg S, 8.13%, due 10/06/34     7,897,500    
        Indonesia — 1.3%  
        Corporate Debt — 1.0%  
USD     31,000,000     Majapahit Holding BV, 144A, 7.88%, due 06/29/37 (d)      28,830,000    
        Foreign Government Obligations — 0.3%  
USD     8,000,000     Republic of Indonesia, 144A, 7.75%, due 01/17/38     8,380,000    
    Total Indonesia     37,210,000    

 

See accompanying notes to the financial statements.


6



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Iraq — 0.4%  
        Foreign Government Obligations  
USD     16,000,000     Republic of Iraq, Reg S, 5.80%, due 01/15/28     11,700,000    
        Ivory Coast — 1.9%  
        Foreign Government Obligations  
FRF     37,500,000     Ivory Coast Discount Bond, Series FRF, Variable Rate, Step Up,
3.00%, due 03/31/28 (a) 
    3,862,163    
FRF     85,905,000     Ivory Coast FLIRB, Series FRF, Variable Rate, Step Up,
2.50%, due 03/29/18 (a) 
    6,759,844    
USD     69,850,000     Ivory Coast FLIRB, Variable Rate, Step Up, 3.00%, due 03/30/18 (a)      24,447,500    
FRF     256,889,500     Ivory Coast PDI, Series FRF, Variable Rate, Step Up,
1.90%, due 03/30/18 (a) 
    20,214,574    
    Total Ivory Coast     55,284,081    
        Jamaica — 0.7%  
        Corporate Debt — 0.4%  
USD     12,000,000     Air Jamaica Ltd., Reg S, 9.38%, due 07/08/15     12,720,000    
        Foreign Government Obligations — 0.3%  
USD     9,000,000     Government of Jamaica, 8.00%, due 03/15/39     8,640,000    
    Total Jamaica     21,360,000    
        Malaysia — 1.1%  
        Corporate Debt  
MYR     45,000,000     Transshipment Megahub Berhad, Series C, 5.45%, due 11/03/09     14,220,535    
MYR     50,000,000     Transshipment Megahub Berhad, Series F, 6.70%, due 11/03/12     16,638,754    
    Total Malaysia     30,859,289    
        Mexico — 8.1%  
        Corporate Debt — 3.9%  
GBP     7,689,000     Pemex Project Funding Master Trust, EMTN, 7.50%, due 12/18/13     15,679,486    
EUR     30,000,000     Pemex Project Funding Master Trust, Reg S, 6.38%, due 08/05/16     46,906,281    

 

See accompanying notes to the financial statements.


7



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Corporate Debt — continued  
EUR     26,500,000     Pemex Project Funding Master Trust, Reg S, 5.50%, due 02/24/25     35,805,568    
ITL     16,955,000,000     Petroleos Mexicanos, EMTN, Variable Rate, 12 mo. EUR LIBOR,
7.12%, due 03/04/08
    13,260,487    
      111,651,822    
        Foreign Government Obligations — 4.2%  
USD     58,000,000     United Mexican States, 6.05%, due 01/11/40 (d)      57,420,000    
GBP     29,994,000     United Mexican States, GMTN, 6.75%, due 02/06/24     61,089,567    
      118,509,567    
    Total Mexico     230,161,389    
        Nicaragua — 0.2%  
        Foreign Government Obligations  
USD     6,173,169     Republic of Nicaragua BPI, Series E, 5.00%, due 02/01/11     5,442,451    
        Pakistan — 0.6%  
        Foreign Government Obligations  
USD     20,000,000     Islamic Republic of Pakistan, Reg S, 7.88%, due 03/31/36     17,800,000    
        Peru — 4.2%  
        Asset-Backed Securities — 0.2%  
USD     12,452,000     Peru Enhanced Pass-Through Finance Ltd., 144A, 0.00%, due 05/31/25     4,669,500    
        Foreign Government Obligations — 4.0%  
USD     20,217,000     Peru FLIRB, Series 20 Yr., Variable Rate, Step Up, 6.44%, due 03/07/17     20,166,458    
USD     25,000,000     Peru Par Bond, Series 30 Yr., Step Up, 3.00%, due 03/07/27     20,000,000    
USD     1,726,769     Peru Trust II, Series 98-A LB, 0.00%, due 02/28/16     1,396,438    
USD     4,748,850     Peru Trust, Series 97-I-P, Class A3, 0.00%, due 12/31/15     3,231,592    
USD     2,011,034     Racers, Series 1998 I-P, 0.00%, due 03/10/16     1,330,419    
USD     5,000,000     Republic of Peru, 7.35%, due 07/21/25     5,600,000    

 

See accompanying notes to the financial statements.


8



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Foreign Government Obligations — continued  
USD     40,381,000     Republic of Peru Discount Bond, Variable Rate, 6 mo. LIBOR + .81%,
6.44%, due 03/07/27
    40,280,048    
EUR     13,700,000     Republic of Peru Global Bond, 7.50%, due 10/14/14     22,371,033    
      114,375,988    
    Total Peru     119,045,488    
        Philippines — 6.0%  
        Corporate Debt — 1.8%  
USD     6,000,000     National Power Corp., 9.88%, due 03/16/10     6,540,000    
USD     31,600,000     National Power Corp., 9.63%, due 05/15/28     37,209,000    
USD     8,500,000     National Power Corp., Global Bond, 8.40%, due 12/15/16     9,388,165    
      53,137,165    
        Foreign Government Obligations — 4.2%  
USD     59,501,000     Central Bank of Philippines, Series A, 8.60%, due 06/15/27     69,318,665    
EUR     12,000,000     Republic of Philippines, 9.13%, due 02/22/10     19,425,640    
USD     27,843,000     Republic of Philippines, 8.38%, due 02/15/11 (d)      30,383,674    
      119,127,979    
    Total Philippines     172,265,144    
        Poland — 0.6%  
        Foreign Government Obligations  
USD     10,000,000     Delphes Co. No. 2 Ltd., EMTN, Reg S, 7.75%, due 05/05/09     10,536,480    
USD     6,000,000     Poland Government International Bond, 6.25%, due 07/03/12     6,618,000    
    Total Poland     17,154,480    
        Qatar — 0.5%  
        Foreign Government Obligations  
USD     10,000,000     State of Qatar, Reg S, 9.75%, due 06/15/30     15,575,000    

 

See accompanying notes to the financial statements.


9



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Russia — 15.3%  
        Corporate Debt — 9.4%  
EUR     40,000,000     Gaz Capital (Gazprom), EMTN, 5.36%, due 10/31/14     54,805,215    
EUR     38,000,000     Gaz Capital (Gazprom), EMTN, Reg S, 5.88%, due 06/01/15     53,651,421    
EUR     21,000,000     Gaz Capital (Gazprom), Reg S, 5.44%, due 11/02/17     27,138,829    
USD     14,553,795     Gazprom International SA, Reg S, 7.20%, due 02/01/20     14,935,832    
USD     31,433,816     Gazstream SA, Reg S, 5.63%, due 07/22/13 (d)      31,314,211    
USD     50,000,000     RSHB Capital SA, 144A, 6.30%, due 05/15/17     46,640,000    
USD     14,000,000     RSHB Capital SA, Reg S, 7.18%, due 05/16/13 (d)      14,332,500    
USD     8,000,000     Sberbank Capital SA, EMTN, 6.48%, due 05/15/13     8,115,040    
USD     19,000,000     VTB Capital SA, Reg S, 6.25%, due 06/30/35     17,739,236    
      268,672,284    
        Foreign Government Obligations — 5.9%  
USD     146,017,921     Russian Federation, Reg S, Step Up, 7.50%, due 03/31/30 (d)      167,007,998    
    Total Russia     435,680,282    
        Serbia — 0.5%  
        Foreign Government Obligations  
USD     14,966,026     Republic of Serbia, Reg S, Step Up, 3.75%, due 11/01/24     14,030,649    
        South Africa — 1.3%  
        Foreign Government Agency — 0.1%  
ZAR     163,000,000     Eskom Holdings Ltd., 0.00%, due 12/31/32     2,018,866    
        Foreign Government Obligations — 1.2%  
USD     8,000,000     Republic of South Africa, 5.88%, due 05/30/22     7,520,000    
EUR     20,000,000     Republic of South Africa, EMTN, 4.50%, due 04/05/16     27,144,522    
      34,664,522    
    Total South Africa     36,683,388    
        Sri Lanka — 0.6%  
        Foreign Government Obligations  
USD     19,000,000     Republic of Sri Lanka, 144A, 8.25%, due 10/24/12     16,910,000    

 

See accompanying notes to the financial statements.


10



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Thailand — 0.2%  
        Corporate Debt  
USD     5,000,000     PTT Public Co. Ltd., 5.75%, due 08/01/14     5,186,645    
        Trinidad & Tobago — 0.5%  
        Corporate Debt  
USD     8,000,000     First Citizens St. Lucia, Reg S, 5.13%, due 02/14/11     8,153,680    
USD     7,000,000     First Citizens St. Lucia, Reg S, 5.46%, due 02/01/12     7,207,480    
    Total Trinidad & Tobago     15,361,160    
        Tunisia — 0.1%  
        Foreign Government Agency  
JPY     360,000,000     Banque Centrale De Tunisie, Series 6BR, 4.35%, due 08/15/17     3,846,376    
        Turkey — 2.5%  
        Foreign Government Obligations  
USD     18,000,000     Republic of Turkey, 7.38%, due 02/05/25 (d)      18,337,500    
USD     56,000,000     Republic of Turkey, 6.88%, due 03/17/36 (d)      51,660,000    
    Total Turkey     69,997,500    
        Ukraine — 4.7%  
        Foreign Government Agency — 0.7%  
USD     9,000,000     Credit Suisse First Boston, The EXIM of Ukraine, 6.80%, due 10/04/12     8,719,200    
USD     10,000,000     Dresdner Kleinwort Wasserstein for CJSC, The EXIM of Ukraine,
7.75%, due 09/23/09
    10,163,000    
      18,882,200    
        Foreign Government Obligations — 4.0%  
USD     18,000,000     City of Kyiv, 144A, 8.25%, due 11/26/12     18,275,040    
CHF     100,000,000     Ukraine Government, 3.50%, due 09/15/18     96,121,538    
      114,396,578    
    Total Ukraine     133,278,778    

 

See accompanying notes to the financial statements.


11



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        United Kingdom — 0.0%  
        Asset-Backed Securities  
GBP     108,878     RMAC, Series 03-NS2A, Class A2A, 144A, AMBAC, Variable Rate,
3 mo. GBP LIBOR + .40%, 7.03%, due 09/12/35
    216,302    
        United States — 8.6%  
        Asset-Backed Securities — 8.3%  
USD     4,000,000     Aircraft Finance Trust, Series 99-1A, Class A1, 144A, Variable Rate,
1 mo. LIBOR + .48%, 3.60%, due 05/15/24
    2,600,000    
USD     45,000,000     Chase Issuance Trust, Series 06-A5, Class A, Variable Rate,
1 mo. LIBOR + .02%, 3.14%, due 11/15/13
    43,705,791    
USD     283,547     Chevy Chase Mortgage Funding Corp., Series 03-4A, Class A1, 144A,
AMBAC, Variable Rate, 1 mo. LIBOR + .34%, 3.48%, due 10/25/34
    226,837    
USD     1,373,706     CHYPS CBO, Series 97-1A, Class A2A, 144A, 6.72%, due 01/15/10     259,163    
USD     12,797,011     Citigroup Mortgage Loan Trust, Inc., Series 05-HE3, Class A2C,
3.40%, due 09/25/35
    12,738,144    
USD     1,967,889     CNL Commercial Mortgage Loan Trust, Series 03-2A, Class A1, 144A,
AMBAC, Variable Rate, 1 mo. LIBOR + .44%, 3.58%, due 10/25/30
    1,885,712    
USD     32,584,560     Countrywide Home Equity Loan Trust, Series 05-F, Class 2A,
Variable Rate, 1 mo. LIBOR + .24%, 3.36%, due 12/15/35
    24,243,238    
USD     22,730,306     Countrywide Home Equity Loan Trust, Series 05-H, Class 2A,
Variable Rate, 1 mo. LIBOR + .24%, 3.36%, due 12/15/35
    17,363,453    
USD     19,350,214     Countrywide Home Equity Loan Trust, Series 06-D, Class 2A,
Variable Rate, 1 mo. LIBOR + .20%, 3.32%, due 05/15/36
    13,078,422    
USD     8,041,471     First Franklin Mortgage Loan Asset Backed Certificates,
Series 05-FF10, Class A6M, Variable Rate, 1 mo. LIBOR + .35%,
3.49%, due 11/25/35
    6,918,000    
USD     761,560     Golden Securities Corp., Series 03-A, Class A1, 144A, AMBAC,
Variable Rate, 1 mo. LIBOR + .30%, 3.56%, due 12/02/13
    759,739    
USD     25,765,628     Greenpoint Mortgage Funding Trust, Series 07-HE1, Class A1,
Variable Rate, 1 mo. LIBOR + .15%, 3.29%, due 12/13/32
    18,035,940    
USD     11,281,095     GSAMP Trust, Series 05-HE6, Class A2B, 3.33%, due 11/25/35     9,588,930    
USD     9,250,000     Home Equity Asset Trust, Series 07-1, Class 2A4, Variable Rate,
1 mo. LIBOR + .23%, 3.37%, due 05/25/37
    5,993,075    
USD     10,000,000     IXIS Real Estate Capital Trust, Series 06-HE2, Class A3, 3.30%,
due 08/25/36
    8,707,000    
USD     4,031,252     Master Asset-Backed Securities Trust, Series 06-FRE1, Class A2,
Variable Rate, 1 mo. LIBOR + .12%, 3.26%, due 12/25/35
    3,910,315    

 

See accompanying notes to the financial statements.


12



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Asset-Backed Securities — continued  
USD     13,000,000     Master Asset-Backed Securities Trust, Series 06-NC3, Class A4, Variable Rate,
1 mo. LIBOR + .16%, 3.28%, due 10/25/36
    8,840,000    
USD     13,000,000     Morgan Stanley ABS Capital I, Series 06-NC3, Class A2C, Variable Rate,
1 mo. LIBOR + .17%, 3.31%, due 03/25/36
    10,725,000    
USD     10,000,000     Morgan Stanley ACES SPC, Series 04-15, Class I, 144A, Variable Rate,
3 mo. LIBOR + .45%, 5.38%, due 12/20/09
    9,455,000    
USD     15,000,000     Morgan Stanley IXIS Real Estate Capital Trust, Series 06-2, Class A3,
Variable Rate, 1 mo. LIBOR + .15%, 3.27%, due 11/25/36
    11,475,000    
USD     15,200,000     Morgan Stanley IXIS Real Estate Capital Trust, Series 06-2, Class A4,
Variable Rate, 1 mo. LIBOR + .22%, 3.36%, due 11/25/36
    10,384,640    
USD     12,868,000     Option One Mortgage Loan Trust, Series 06-3, Class 2A4, Variable Rate,
1 mo. LIBOR + .22%, 3.36%, due 02/25/37
    8,364,200    
USD     178,329     Quest Trust, Series 03-X4A, Class A, 144A, AMBAC, Variable Rate,
1 mo. LIBOR + .43%, 3.57%, due 12/25/33
    151,579    
USD     2,656,171     SHYPPCO Finance Co., LLC, Series 1I, Class A2B, 6.64%, due 06/15/10     2,523,362    
USD     8,000,000     Wamu Asset-Backed Certificates, Series 07-HE2, Class 2A4, Variable Rate,
1 mo. LIBOR + .36%, 3.50%, due 04/25/37
    4,405,285    
      236,337,825    
        U.S. Government — 0.3%  
USD     5,000,000     U.S. Treasury Note, 2.63%, due 05/15/08 (d) (e)      5,007,031    
USD     5,000,000     U.S. Treasury Note, 4.13%, due 08/15/08 (e)      5,050,781    
      10,057,812    
    Total United States     246,395,637    
        Uruguay — 5.4%  
        Foreign Government Obligations  
EUR     2,000,000     Republic of Uruguay, 7.00%, due 06/28/19     3,218,478    
USD     11,500,000     Republic of Uruguay, 8.00%, due 11/18/22     12,402,750    
USD     83,651,571     Republic of Uruguay, 7.63%, due 03/21/36     85,951,989    
USD     21,745,700     Republic of Uruguay, PIK, 7.88%, due 01/15/33     23,050,442    
USD     400,000     Republica Orient Uruguay, 7.25%, due 05/04/14     400,440    
EUR     10,000,000     Republica Orient Uruguay, 6.88%, due 01/19/16     15,371,269    
JPY     1,483,200,000     Republica Orient Uruguay, Series 3BR, Step Up, 2.50%, due 03/14/11     12,706,209    
    Total Uruguay     153,101,577    

 

See accompanying notes to the financial statements.


13



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Venezuela — 6.1%  
        Foreign Government Agency — 0.3%  
USD     16,000,000     Petroleos De Venezuela, 5.38%, due 04/12/27 (d)      9,624,000    
        Foreign Government Obligations — 5.8%  
EUR     30,000,000     Republic of Venezuela, 11.00%, due 03/05/08     45,430,639    
EUR     8,400,000     Republic of Venezuela, 11.13%, due 07/25/11     13,645,132    
EUR     12,000,000     Republic of Venezuela, 7.00%, due 03/16/15     16,213,842    
USD     4,000,000     Republic of Venezuela, 6.00%, due 12/09/20     3,070,000    
USD     74,300,000     Republic of Venezuela, 7.65%, due 04/21/25 (d)      63,340,750    
USD     12,000,000     Republic of Venezuela, 9.38%, due 01/13/34 (d)      11,760,000    
USD     14,000,000     Republic of Venezuela, 7.00%, due 03/31/38     10,360,000    
USD     1,434,783     Republic of Venezuela DCB IL, Variable Rate, 6 mo. LIBOR + .88%,
5.75%, due 12/18/08
    1,434,783    
      165,255,146    
    Total Venezuela     174,879,146    
        Vietnam — 0.9%  
        Foreign Government Obligations  
USD     4,000,000     Socialist Republic of Vietnam, Series 30 Yr., Variable Rate, 6.31%, due 03/13/28     3,880,000    
USD     19,750,000     Vietnam Par Bond, Series 30 Yr., Step Up, 4.00%, due 03/12/28     16,787,500    
USD     4,434,783     Vietnam PDI, Series 18 Yr., Variable Rate, Step Up, 6.31%, due 03/12/16     4,390,435    
    Total Vietnam     25,057,935    
    TOTAL DEBT OBLIGATIONS (COST $2,774,809,036)     2,830,131,467    
        LOAN ASSIGNMENTS — 1.7%  
        Indonesia — 1.0%  
JPY     172,800,002     Republic of Indonesia Loan Agreement, 6 mo. JPY LIBOR + .88%,
1.58%, due 03/28/13
    1,617,557    
USD     3,694,761     Republic of Indonesia Loan Agreement, dated January 1, 1994,
3 mo. LIBOR + .88%, 6.23%, due 03/29/13
    3,620,866    
USD     3,775,200     Republic of Indonesia Loan Agreement, dated June 14, 1995,
3 mo. LIBOR + .88%, 6.25%, due 12/14/19
    3,586,440    

 

See accompanying notes to the financial statements.


14



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Indonesia — continued  
USD     3,775,200     Republic of Indonesia Loan Agreement, dated June 14, 1995,
3 mo. LIBOR + .88%, 6.25%, due 12/14/19
    3,586,440    
USD     5,033,600     Republic of Indonesia Loan Agreement, dated June 14, 1995,
3 mo. LIBOR + .88%, 6.25%, due 12/14/19
    4,781,920    
USD     2,947,139     Republic of Indonesia Loan Agreement, dated September 29, 1994,
7.24%, due 12/01/19
    2,740,839    
USD     940,891     Republic of Indonesia Loan Agreement, dated September 29, 1994,
7.83%, due 12/01/19
    875,029    
USD     2,765,778     Republic of Indonesia Loan Agreement, dated September 29, 1994,
Variable Rate, 6.31%, due 12/01/19
    2,572,174    
EUR     3,262,131     Republic of Indonesia, Indonesia Paris Club Debt *      3,999,066    
    Total Indonesia     27,380,331    
        Russia — 0.2%  
USD     3,955,201     Russia Foreign Trade Obligations * (c)      5,579,241    
DEM     45,916     Russia Foreign Trade Obligations * (c)      33,648    
FIM     1,740,000     Russia Foreign Trade Obligations * (c)      443,157    
GBP     14,162     Russia Foreign Trade Obligations * (c)      37,529    
USD     265,723     Russia Foreign Trade Obligations * (c)      368,098    
USD     80,572     Russia Foreign Trade Obligations * (c)      109,810    
    Total Russia     6,571,483    
        Vietnam — 0.5%  
USD     16,000,000     Vietnam Shipbuilding Industry Group Loan Agreement,
6 mo. LIBOR + .15%, 6.89%, due 06/26/15
    15,440,000    
    TOTAL LOAN ASSIGNMENTS (COST $41,359,204)     49,391,814    
        LOAN PARTICIPATIONS — 5.1%  
        Egypt — 0.1%  
CHF     5,645,535     Paris Club Loan Agreement (Participation with Standard Chartered Bank),
0.00%, due 01/03/24 * 
    3,791,501    

 

See accompanying notes to the financial statements.


15



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value   Description   Value ($)  
        Indonesia — 1.8%  
USD     464,640     Republic of Indonesia Loan Agreement (Participation with Citibank),
3 mo. LIBOR + .88%, 6.25%, due 12/14/19
    441,408    
USD     464,640     Republic of Indonesia Loan Agreement (Participation with Citibank),
3 mo. LIBOR + .88%, 6.25%, due 12/14/19
    441,408    
USD     619,520     Republic of Indonesia Loan Agreement (Participation with Citibank),
3 mo. LIBOR + .88%, 6.25%, due 12/14/19
    588,544    
USD     18,838,919     Republic of Indonesia Loan Agreement (Participation with Deutsche Bank),
3 mo. LIBOR + .88%, 6.20%, due 09/29/19
    17,190,513    
JPY     1,021,596,248     Republic of Indonesia Loan Agreement (Participation with Deutsche Bank),
3 mo. LIBOR + 0.88%, 1.58%, due 03/29/13
    9,636,773    
USD     23,573,762     Republic of Indonesia Loan Agreement (Participation with Deutsche Bank),
3 mo. LIBOR + 1.25%, 6.61%, due 02/12/13
    21,687,861    
    Total Indonesia     49,986,507    
        Iraq — 1.2%  
JPY     4,926,803,587     Republic of Iraq Paris Club Loan Agreement (Participation with
Deutsche Bank), due 01/01/28
    29,573,151    
JPY     643,772,123     Republic of Iraq Paris Club Loan, T Chatani (Participation with
Deutsche Bank), due 01/01/28
    3,787,405    
    Total Iraq     33,360,556    
        Poland — 0.3%  
JPY     999,999,985     Poland Paris Club Debt (Participation with Deutsche Bank), 2.22%,
due 03/31/09
    9,768,313    
        Russia — 0.8%  
EUR     57,042,402     Russian Foreign Trade Obligations (Participation with GML
International Ltd) * (c) 
    21,784,942    
        Vietnam — 0.9%  
JPY     3,015,866,610     Socialist Republic of Vietnam Loan Agreement (Participation with
Deutsche Bank), Variable Rate, 6 mo. JPY LIBOR + .71%, 1.31%,
due 09/01/17
    26,126,480    
    TOTAL LOAN PARTICIPATIONS (COST $127,322,899)     144,818,299    

 

See accompanying notes to the financial statements.


16



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Par Value /
Principal Amount
  Description   Value ($)  
        PROMISSORY NOTES — 0.3%  
        Dominican Republic — 0.1%  
USD     1,186,200     Dominican Republic Promissory Notes, 0.00%, due 3/15/2008     1,183,234    
USD     1,089,012     Dominican Republic Promissory Notes, 0.00%, due 9/15/2009     975,755    
USD     817,249     Dominican Republic Promissory Notes, 0.00%, due 9/15/2010     682,403    
USD     817,249     Dominican Republic Promissory Notes, 0.00%, due 9/15/2011     636,637    
    Total Dominican Republic     3,478,029    
        Ghana — 0.0%  
USD     5,312,500     Republic of Ghana Promissory Notes, 0.00%, due 8/9/2007 (a) (f)      531,250    
        Nigeria — 0.2%  
USD     33,450,000     Central Bank of Nigeria Promissory Notes, Series RC, 5.09%,
due 1/5/2010
    4,933,875    
    TOTAL PROMISSORY NOTES (COST $30,341,429)     8,943,154    
        OPTIONS PURCHASED — 3.7%  
        Currency Options — 3.3%  
EUR     50,000,000     EUR Put/TRY Call, Expires 01/15/09, Strike 2.44     15,522,619    
EUR     45,000,000     EUR Put/TRY Call, Expires 05/02/08, Strike 2.10     7,591,407    
EUR     45,000,000     EUR Put/TRY Call, Expires 10/31/08, Strike 2.45     15,962,639    
EUR     23,000,000     EUR Put/TRY Call, Expires 12/12/08, Strike 2.49     8,259,484    
TRY     44,000,000     TRY Call/CZK Put, Expires 04/23/08, Strike 13.32     540,170    
USD     70,000,000     USD Put/BRL Call, Expires 04/30/08, Strike 2.44     29,654,823    
USD     45,000,000     USD Put/BRL Call, Expires 12/09/08, Strike 2.40     15,486,815    
    Total Currency Options     93,017,957    
        Options on Interest Rates — 0.0%  
TWD     1,849,200,000     TWD Interest Rate Cap Call Option, Expires 03/16/10, Strike 2.19%     257,945    
TWD     1,849,200,000     TWD Interest Rate Floor Call Option, Expires 03/16/10, Strike 2.19%     125,024    
    Total Options on Interest Rates     382,969    

 

See accompanying notes to the financial statements.


17



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Principal Amount /
Shares
  Description   Value ($)  
        Options on Interest Rate Swaps — 0.4%  
KRW     72,000,000,000     KRW Swaption Call, Expires 02/24/09, Strike 6.05%     3,510,000    
KRW     50,000,000,000     KRW Swaption Call, Expires 03/21/11, Strike 5.64%     1,344,000    
KRW     72,000,000,000     KRW Swaption Call, Expires 04/08/09, Strike 6.20%     3,900,960    
KRW     90,000,000,000     KRW Swaption Call, Expires 04/27/09, Strike 5.42%     2,503,800    
KRW     72,000,000,000     KRW Swaption Put, Expires 02/24/09, Strike 6.05%     50,400    
KRW     50,000,000,000     KRW Swaption Put, Expires 03/21/11, Strike 5.64%     494,500    
KRW     72,000,000,000     KRW Swaption Put, Expires 04/08/09, Strike 6.20%     41,040    
KRW     90,000,000,000     KRW Swaption Put, Expires 04/27/09, Strike 5.42%     663,300    
    Total Options on Interest Rate Swaps     12,508,000    
    TOTAL OPTIONS PURCHASED (COST $42,613,568)     105,908,926    
        MUTUAL FUNDS — 6.7%  
        United States — 6.7%  
        Affiliated Issuers  
    5,854,092     GMO Short-Duration Collateral Fund     140,673,840    
    21,409     GMO Special Purpose Holding Fund (c) (g)      26,976    
    1,933,999     GMO World Opportunity Overlay Fund     49,665,090    
    Total United States     190,365,906    
    TOTAL MUTUAL FUNDS (COST $197,475,629)     190,365,906    
        RIGHTS AND WARRANTS — 0.8%  
        Mexico — 0.0%  
    2,942,000     United Mexican States Value Recovery Rights, Series F, Expires 06/30/08 **      40,011    
        Nigeria — 0.2%  
    25,000     Central Bank of Nigeria Warrants, Expires 11/15/20 **      5,750,000    
        Uruguay — 0.0%  
    4,000,000     Banco Central Del Uruguay Value Recovery Rights, VRRB,
Expires 01/02/21 ** 
       

 

See accompanying notes to the financial statements.


18



GMO Emerging Country Debt Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        Venezuela — 0.6%  
    164,215     Republic of Venezuela Bond Warrants, Expires 04/15/20 **      5,952,794    
    262,360     Republic of Venezuela Recovery Warrants, Expires 04/15/20 **      9,510,550    
    Total Venezuela     15,463,344    
    TOTAL RIGHTS AND WARRANTS (COST $0)     21,253,355    
        SHORT-TERM INVESTMENTS — 2.3%  
        Money Market Funds — 1.3%  
    35,996,370     State Street Institutional Liquid Reserves Fund-Institutional Class     35,996,370    
        Other Short-Term Investments — 1.0%  
    8,500,000     U.S. Treasury Bill, 1.78%, due 05/01/08 (e) (h)      8,474,509    
    16,500,000     U.S. Treasury Bill, 1.78%, due 06/19/08 (d) (e) (h)      16,411,626    
    5,000,000     U.S. Treasury Bill, 1.79%, due 07/24/08 (e) (h)      4,964,645    
      29,850,780    
    TOTAL SHORT-TERM INVESTMENTS (COST $65,751,163)     65,847,150    
            TOTAL INVESTMENTS — 119.9%
(Cost $3,279,672,928)
    3,416,660,071    
            Other Assets and Liabilities (net) — (19.9%)     (567,557,850 )  
    TOTAL NET ASSETS — 100.0%   $ 2,849,102,221    

 

See accompanying notes to the financial statements.


19



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Sales  
4/01/08   CHF     100,000,000     $ 96,035,689     $ (4,005,503 )  
4/15/08   EUR     78,400,000       118,866,966       (5,442,466 )  
3/25/08   GBP     35,000,000       69,451,200       (648,200 )  
4/22/08   JPY     11,000,000,000       106,192,562       (3,943,073 )  
                $ 390,546,417     $ (14,039,242 )  

 

Forward Cross Currency Contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
  4/14/08     TRY 26,305,500     EUR 15,000,000     $ 1,494,591    

 

Reverse Repurchase Agreements

Face Value   Description   Market Value  
USD 19,326,389     Deutsche Bank, 3.15%, dated 06/15/07, to be repurchased on
demand at face value plus accrued interest.
  $ (19,843,826 )  
EUR 18,440,864     J.P. Morgan Chase Bank, 4.15%, dated 10/12/07, to be
repurchased on demand at face value plus accrued interest.
    (20,100,623 )  
USD 10,702,274     Deutsche Bank, 3.15%, dated 10/18/07, to be repurchased on
demand at face value plus accrued interest.
    (10,868,769 )  
USD 25,388,889     Deutsche Bank, 3.30%, dated 01/10/08, to be repurchased on
demand at face value plus accrued interest.
    (25,518,654 )  
USD 46,414,500     Deutsche Bank, 4.90%, dated 01/14/08, to be repurchased on
demand at face value plus accrued interest.
    (46,622,463 )  
USD 24,920,000     Deutsche Bank, 3.30%, dated 01/31/08, to be repurchased on
demand at face value plus accrued interest.
    (24,986,246 )  

 

See accompanying notes to the financial statements.


20



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Reverse Repurchase Agreements — (Continued)

Face Value   Description   Market Value  
USD 69,807,375     J.P. Morgan Chase Bank, 3.45%, dated 01/31/08, to be
repurchased on demand at face value plus accrued interest.
  $ (70,001,381 )  
USD 19,819,000     J.P. Morgan Chase Bank, 3.20%, dated 01/31/08, to be
repurchased on demand at face value plus accrued interest.
    (19,870,089 )  
USD 7,045,995     J.P. Morgan Chase Bank, 3.65%, dated 01/31/08, to be
repurchased on demand at face value plus accrued interest.
    (7,066,712 )  
USD 28,283,371     J.P. Morgan Chase Bank, 3.74%, dated 02/06/08, to be
repurchased on demand at face value plus accrued interest.
    (28,347,997 )  
USD 43,304,375     Deutsche Bank, 3.30%, dated 02/11/08, to be repurchased
on demand at face value plus accrued interest.
    (43,375,827 )  
USD 9,681,044     Lehman Brothers, 3.50%, dated 02/11/08, to be repurchased
on demand at face value plus accrued interest.
    (9,696,104 )  
USD 20,081,944     Lehman Brothers, 3.60%, dated 02/11/08, to be repurchased
on demand at face value plus accrued interest.
    (20,114,076 )  
USD 14,164,583     Deutsche Bank, 3.30%, dated 02/13/08, to be repurchased on
demand at face value plus accrued interest.
    (14,184,060 )  
USD 111,424,505     Lehman Brothers, 3.50%, dated 02/13/08, to be repurchased
on demand at face value plus accrued interest.
    (111,532,834 )  
USD 14,650,076     Lehman Brothers, 3.50%, dated 02/14/08, to be repurchased
on demand at face value plus accrued interest.
    (14,662,895 )  
USD 2,044,375     Lehman Brothers, 3.35%, dated 02/14/08, to be repurchased
on demand at face value plus accrued interest.
    (2,046,087 )  
USD 17,288,542     Deutsche Bank, 3.25%, dated 02/15/08, to be repurchased
on demand at face value plus accrued interest.
    (17,305,710 )  

 

See accompanying notes to the financial statements.


21



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Reverse Repurchase Agreements — (Continued)

Face Value   Description   Market Value  
USD 11,923,750     Deutsche Bank, 3.30%, dated 02/20/08, to be repurchased
on demand at face value plus accrued interest.
  $ (11,933,587 )  
USD 24,697,465     J.P. Morgan Chase Bank, 3.40%, dated 02/26/08, to be
repurchased on demand at face value plus accrued interest.
    (24,702,130 )  
USD 24,148,438     Deutsche Bank, 3.10%, dated 02/27/08, to be repurchased
on demand at face value plus accrued interest.
    (24,150,517 )  
    $ (566,930,587 )  

 

Average balance outstanding   $ (449,808,013 )  
Average interest rate     4.87 %  
Maximum balance outstanding   $ (646,459,210 )  
Average shares outstanding     275,618,010    
Average balance per share outstanding   $ (1.63 )  
Days outstanding     366    

 

Average balance outstanding was calculated based on daily balances outstanding during the period that the Fund had entered into reverse repurchase agreements.

Written Options

A summary of open written option contracts for the Fund at February 29, 2008 is as follows:

Currency Options

Principal
Amount
  Expiration
Date
  Description   Premiums   Market Value  
$ 45,000,000     12/09/2008   BRL Call/USD
USDPut Currency Option, Strike 2.14
  $ (590,625 )   $ (9,093,413 )  
  70,000,000     04/30/2008   BRL Call/USD
USDPut Currency Option, Strike 2.07
    (1,470,000 )     (14,339,495 )  
    $ (2,060,625 )   $ (23,432,908 )  

 

See accompanying notes to the financial statements.


22



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Swap Agreements

Credit Default Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  6,500,000     USD   3/20/2008   JP Morgan   (Pay)     0.44 %   Petroleos Mexicanos    
   
          Chase Bank             $ (12,955 )  
  100,000,000
  USD
  4/20/2008
  JP Morgan
Chase Bank
  (Pay)     0.32 %   United Mexican States
   
(116,931)
   
  50,000,000     USD   5/4/2008   Deutsche Bank AG   (Pay)     1.80 %   Government of Ukraine     (327,298 )  
  5,000,000
  USD
  5/30/2008
  JP Morgan
Chase Bank
  Receive     8.65 %   Republic of Turkey
   
206,473
   
  2,000,000     USD   9/20/2008   UBS AG   Receive     9.20 %   Dominican Republic     171,514    
  10,000,000     USD   9/20/2008   Morgan Stanley   Receive     5.15 %   Republic of Colombia     484,718    
  18,000,000     USD   11/20/2008   Deutsche Bank AG   Receive     1.50 %   Credit of Uttam
Galva Steels Limited
   
61,586
   
  500,000,000     RUB   11/20/2008   JP Morgan
Chase Bank
  Receive     0.75 %   Red Square CDO    
(66,722)
   
  9,000,000     USD   11/20/2008   Deutsche Bank AG   Receive     4.77 %   Republic of Colombia     390,588    
  14,000,000     USD   12/20/2008   Deutsche Bank AG   (Pay)     0.79 %   Korean Deposit
Insurance Corporation
    (42,848 )  
  5,000,000     USD   3/20/2009   JP Morgan
Chase Bank
  Receive     2.85 %   Republic of Peru     182,541    
  10,000,000     USD   3/20/2009   JP Morgan
Chase Bank
  Receive     4.30 %   Republic of Philippines     423,939    
  10,000,000     USD   4/17/2009   Deutsche Bank AG   Receive     3.90 %   Gazprom Loan Facility     375,619    
  10,000,000     USD   4/17/2009   Lehman Brothers   (Pay)     3.90 %   Gazprom OAO     (375,619 )  
  20,000,000     USD   4/20/2009   JP Morgan
Chase Bank
  (Pay)     0.43 %   Republic of Brazil     (8,991 )  
  8,617,782     USD   6/6/2009   Deutsche Bank AG   Receive     1.85 %   Deutsche Bank
Loan to Ukrnafta
    (41,604 )  
  7,000,000     USD   8/5/2009   Deutsche Bank AG   Receive     4.85 %   Government of Ukraine     315,727    
  10,000,000     USD   9/20/2009   JP Morgan
Chase Bank
  (Pay)     0.97 %   Gazprom OAO     114,375    
  100,000,000     CHF   9/20/2009   Morgan Stanley   (Pay)     0.78 %   Government of Ukraine     1,166,553    
  849,572,575     RUB   11/5/2009   Deutsche Bank AG   Receive     1.45 %   Russia Post Office     (690,029 )  
  10,000,000     USD   11/20/2009   JP Morgan
Chase Bank
  (Pay)     0.90 %   United Mexican States     (88,980 )  

 

See accompanying notes to the financial statements.


23



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Credit Default Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  10,000,000     USD   11/20/2009   JP Morgan   (Pay)     0.88 %   United Mexican States    
   
                Chase Bank                   $ (85,038 )  
  25,000,000     USD   12/29/2009   Deutsche Bank AG   Receive     2.25 %   Videocon Loan Facility     189,291    
  7,000,000     USD   2/5/2010   Deutsche Bank AG   Receive     4.85 %   Government of Ukraine     394,236    
  12,000,000     USD   3/5/2010   Deutsche Bank AG   Receive     9.10 %   Republic of Turkey     2,335,884    
  18,000,000     USD   3/20/2010   Morgan Stanley   Receive     0.75 %   United Mexican States     118,525    
  3,000,000     USD   3/29/2010   JP Morgan
Chase Bank
  Receive     4.70 %   Arab Republic of Egypt     245,112    
  85,000,000     USD   6/20/2010   Deutsche Bank AG   (Pay)     2.10 %   Reference security
within CDX Index
    (1,805,542 )  
  36,000,000     USD   6/20/2010   Lehman Brothers   (Pay)     2.10 %   Reference security
within CDX Index
    (764,700 )  
  12,000,000     USD   6/20/2010   JP Morgan
Chase Bank
  (Pay)     4.00 %   Republic of Argentina     (109,008 )  
  12,000,000     USD   6/20/2010   JP Morgan
Chase Bank
  (Pay)     3.87 %   Republic of Argentina     (72,447 )  
  150,000,000     USD   6/20/2010   Deutsche Bank AG   (Pay)     1.47 %   Republic of Brazil     (2,405,670 )  
  10,000,000     USD   7/20/2010   Deutsche Bank AG   (Pay)     3.77 %   Republic of Argentina     11,386    
  6,000,000     USD   7/20/2010   Deutsche Bank AG   (Pay)     3.80 %   Republic of Argentina     2,654    
  140,000,000     USD   7/20/2010   UBS AG   (Pay)     0.89 %   Republic of Turkey     2,194,351    
  5,000,000     USD   7/23/2010   Deutsche Bank AG   Receive     4.56 %   Government of Ukraine     294,931    
  7,000,000     USD   8/5/2010   Deutsche Bank AG   Receive     4.90 %   Government of Ukraine     461,089    
  3,000,000     USD   8/25/2010   Deutsche Bank AG   Receive     3.40 %   Deutsche Bank
Loan to Ukrtelekom
   
(69,467)
   
  50,000,000     USD   9/20/2010   JP Morgan
Chase Bank
  (Pay)     0.97 %   Gazprom OAO     1,351,680    
  35,000,000     USD   9/20/2010   JP Morgan
Chase Bank
  (Pay)     0.70 %   Republic of Philippines     814,436    
  20,000,000     USD   10/18/2010   JP Morgan
Chase Bank
  Receive     2.00 %   VTB Leasing     (600,840 )  
  5,000,000     USD   10/25/2010   Deutsche Bank AG   Receive     4.60 %   Government of Ukraine     374,057    
  10,000,000     USD   12/20/2010   JP Morgan
Chase Bank
  (Pay)     3.57 %   Republic of Argentina     104,842    
  5,000,000     USD   12/20/2010   JP Morgan
Chase Bank
  (Pay)     3.43 %   Republic of Argentina     71,682    

 

See accompanying notes to the financial statements.


24



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Credit Default Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  5,000,000     USD   1/25/2011   Deutsche Bank AG   Receive     4.63 %   Government of Ukraine   $ 335,401    
  7,000,000     USD   2/7/2011   Deutsche Bank AG   Receive     4.95 %   Government of Ukraine     523,831    
  5,000,000     USD   2/20/2011   Morgan Stanley   (Pay)     2.80 %   Republic of Argentina     204,036    
  3,000,000     USD   2/25/2011   Deutsche Bank AG   Receive     3.50 %   Deutsche Bank
Loan to Ukrtelekom
    (88,131 )  
  8,000,000     USD   3/20/2011   Citigroup   (Pay)     3.70 %   Republic of Iraq     377,900    
  8,000,000     USD   3/20/2011   UBS AG   (Pay)     3.55 %   Republic of Iraq     302,614    
  5,000,000     USD   4/26/2011   Deutsche Bank AG   Receive     4.66 %   Government of Ukraine     410,130    
  10,000,000     USD   6/20/2011   Deutsche Bank AG   (Pay)     1.89 %   Islamic Republic
of Pakistan
    751,977    
  34,000,000     USD   6/20/2011   Deutsche Bank AG   (Pay)     1.35 %   Reference security
within CDX index
    603,075    
  11,000,000     USD   6/20/2011   JP Morgan Chase Bank   (Pay)     1.35 %   Reference security
within CDX Index
    195,113    
  5,000,000     USD   6/20/2011   Lehman Brothers   Receive     1.35 %   Reference security
within CDX index
    (88,688 )  
  20,000,000     USD   6/20/2011   Lehman Brothers   (Pay)     1.35 %   Reference security
within CDX index
    354,750    
  10,000,000     USD   6/20/2011   Lehman Brothers   (Pay)     1.35 %   Reference security
within CDX index
    177,375    
  11,000,000     USD   6/20/2011   Lehman Brothers   (Pay)     1.35 %   Reference security
within CDX Index
    195,113    
  150,000,000     USD   6/20/2011   Deutsche Bank AG   Receive     1.86 %   Republic of Brazil     4,050,486    
  9,000,000     USD   7/17/2011   UBS AG   Receive     5.05 %   Government of Ukraine     768,174    
  5,000,000     USD   7/25/2011   Deutsche Bank AG   Receive     4.68 %   Government of Ukraine     362,680    
  7,000,000     USD   8/5/2011   Deutsche Bank AG   Receive     5.00 %   Government of Ukraine     571,133    
  20,000,000     USD   8/20/2011   Deutsche Bank AG   (Pay)     0.57 %   United Mexican States     238,189    
  620,000,000     MXN   8/20/2011   Deutsche Bank AG   Receive     0.40 %   United Mexican States     (454,320 )  
  3,000,000     USD   8/25/2011   Deutsche Bank AG   Receive     3.60 %   Deutsche Bank
Loan to Ukrtelekom
    (108,042 )  
  7,000,000     USD   10/20/2011   JP Morgan
Chase Bank
  (Pay)     2.75 %   Republic of Argentina     367,605    
  13,500,000     USD   10/20/2011   Lehman Brothers   (Pay)     5.02 %   Republic of Ecuador     73,880    
  5,000,000     USD   10/25/2011   Deutsche Bank AG   Receive     4.70 %   Government of Ukraine     433,947    
  19,000,000     USD   10/30/2011   Deutsche Bank AG   Receive     4.00 %   Naftofaz Ukraine     (1,638,392 )  

 

See accompanying notes to the financial statements.


25



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Credit Default Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  8,000,000     USD   11/20/2011   JP Morgan   (Pay)     2.16 %   Republic of Argentina    
   
                    Chase Bank               $ 624,329    
  5,000,000     USD   12/20/2011   JP Morgan
Chase Bank
  (Pay)     0.66 %   Petroleos Mexicanos     80,487    
  65,000,000     USD   12/20/2011   JP Morgan
Chase Bank
  (Pay)     1.40 %   Reference security
within CDX index
    1,491,028    
  8,958,390     USD   12/20/2011   Deutsche Bank AG   Receive     1.60 %   Stemcor UK Ltd.     85,747    
  19,000,000     EUR   1/20/2012   Deutsche Bank AG   (Pay)     0.42 %   Republic of Kazakhstan     1,916,090    
  8,600,000,000     KZT   1/20/2012   Deutsche Bank AG   Receive     0.32 %   Republic of Kazakhstan     (3,142,008 )  
  25,000,000     USD   2/20/2012   JP Morgan
Chase Bank
  (Pay)     0.96 %   Republic of Brazil     272,352    
  3,000,000     USD   2/25/2012   Deutsche Bank AG   Receive     3.68 %   Deutsche Bank
Loan to Ukrtelekom
    (127,547 )  
  19,000,000     USD   5/5/2012   Deutsche Bank AG   Receive     4.00 %   Naftofaz Ukraine     (1,805,887 )  
  120,000,000     USD   6/20/2012   Lehman Brothers   (Pay)     1.25 %   Reference security
within CDX index
    4,624,167    
  50,000,000     USD   6/20/2012   Morgan Stanley   (Pay)     1.25 %   Reference security
within CDX index
    1,926,736    
  10,000,000     USD   6/20/2012   Morgan Stanley   Receive     2.10 %   Republic of Panama     240,617    
  5,000,000     USD   7/30/2012   JP Morgan
Chase Bank
  Receive     3.05 %   Republic of Chile     541,067    
  5,000,000     USD   8/20/2012   Bear Stearns   Receive     3.50 %   Republic of Jamaica     (250,917 )  
  3,000,000     USD   8/28/2012   Deutsche Bank AG   Receive     3.75 %   Deutsche Bank
Loan to Ukrtelekom
    (145,315 )  
  10,000,000     USD   9/20/2012   JP Morgan
Chase Bank
  (Pay)     1.25 %   Gazprom OAO     475,313    
  15,000,000     USD   9/20/2012   JP Morgan
Chase Bank
  (Pay)     1.15 %   Republic of Peru     89,924    
  85,000,000     PEN   9/20/2012   JP Morgan
Chase Bank
  Receive     0.92 %   Republic of Peru     (53,786 )  
  10,000,000     USD   10/4/2012   JP Morgan
Chase Bank
  Receive     2.95 %   Republic of Chile     1,167,176    
  4,000,000     USD   10/20/2012   UBS AG   (Pay)     4.13 %   Petroleos de Venezuela     257,270    
  4,000,000     USD   10/20/2012   UBS AG   (Pay)     3.90 %   Petroleos de Venezuela     294,829    

 

See accompanying notes to the financial statements.


26



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Credit Default Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  75,000,000     USD   10/20/2012   JPMorgan   Receive     0.79 %   Republic of Brazil    
   
                    Chase Bank               $ (1,762,688 )  
  15,000,000     USD   10/20/2012   JP Morgan
Chase Bank
  Receive     0.80 %   Republic of Brazil     (348,374 )  
  20,000,000     USD   10/20/2012   JP Morgan
Chase Bank
  Receive     0.80 %   Republic of Brazil     (467,154 )  
  5,000,000     USD   11/5/2012   Deutsche Bank AG   Receive     6.50 %   Republic of Jamaica     403,256    
  50,000,000     USD   12/20/2012   JP Morgan
Chase Bank
  (Pay)     1.75 %   Reference security
within CDX Index
    1,377,431    
  15,000,000     USD   12/20/2012   Lehman Brothers   (Pay)     1.75 %   Reference security
within CDX Index
    413,229    
  42,000,000     USD   12/20/2012   Morgan Stanley   (Pay)     1.20 %   Reference security
within CDX Index
    (123,460 )  
  210,000,000     USD   12/20/2012   Morgan Stanley   Receive     0.71 %   Reference security
within CDX Index
    85,022    
  10,000,000     USD   1/8/2013   Deutsche Bank AG   Receive     7.15 %   Republic of Colombia     2,391,019    
  10,000,000     USD   1/9/2013   Deutsche Bank AG   Receive     8.25 %   Republic of Turkey     2,608,087    
  7,000,000     USD   1/10/2013   JP Morgan
Chase Bank
  Receive     7.50 %   Republic of Colombia     1,782,297    
  10,000,000     USD   2/7/2013   JP Morgan
Chase Bank
  Receive     8.30 %   Republic of Colombia     2,870,283    
  10,000,000     USD   3/20/2013   Lehman Brothers   (Pay)     2.52 %   Gazprom OAO     49,176    
  10,000,000     USD   3/20/2013   Lehman Brothers   Receive     2.50 %   Transneft OAO     404    
  285,759,883     RUB   6/21/2013   Deutsche Bank AG   Receive     2.35 %   VTB Leasing     (376,749 )  
  9,189,672     EUR   6/24/2013   JP Morgan
Chase Bank
  Receive     1.37 %   VTB Leasing     (1,119,042 )  
  12,466,708     EUR   6/24/2013   JP Morgan
Chase Bank
  Receive     1.37 %   VTB Leasing     (1,518,093 )  
  130,000,000     USD   10/20/2013   Deutsche Bank AG   Receive     3.30 %   Republic of Brazil     12,417,711    
  80,000,000     USD   10/20/2013   Deutsche Bank AG   Receive     4.05 %   Republic of Brazil     10,770,307    
  13,500,000,000     JPY   10/20/2013   Deutsche Bank AG   (Pay)     3.20 %   Republic of Brazil     (12,222,481 )  
  8,100,000,000     JPY   10/20/2013   Deutsche Bank AG   (Pay)     3.95 %   Republic of Brazil     (10,333,573 )  
  10,000,000     USD   12/20/2013   Deutsche Bank AG   Receive     10.50 %   Republic of Ecuador     1,957,854    
  10,000,000     USD   12/24/2013   JP Morgan
Chase Bank
  Receive     3.80 %   Republic of Turkey     621,755    

 

See accompanying notes to the financial statements.


27



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Credit Default Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  10,000,000     USD   1/20/2014   Citigroup   Receive     4.94 %   Republic of Colombia   $ 1,537,721    
  5,000,000     USD   3/20/2014   JP Morgan
Chase Bank
  Receive     4.90 %   Republic of Colombia     854,948    
  10,000,000     USD   5/14/2014   Deutsche Bank AG   Receive     6.64 %   Republic of Turkey     2,219,962    
  5,000,000     USD   5/19/2014   Deutsche Bank AG   Receive     6.42 %   Republic of Turkey     1,045,690    
  7,000,000     USD   5/20/2014   JP Morgan
Chase Bank
  Receive     6.25 %   Republic of Turkey     1,397,335    
  10,000,000     USD   6/16/2014   Deutsche Bank AG   Receive     6.22 %   Republic of Turkey     1,941,765    
  2,000,000     USD   8/24/2014   Deutsche Bank AG   (Pay)     4.25 %   Lebanese Republic     189,966    
  600,000,000     EUR   3/20/2015   Deutsche Bank AG   (Pay)     3.72 %   Bolivarian Republic
of Venezuela
    74,272,140    
  800,000,000     USD   3/20/2015   Deutsche Bank AG   Receive     3.80 %   Bolivarian Republic
of Venezuela
    (66,224,253 )  
  412,500,000     USD   4/20/2015   Deutsche Bank AG   Receive     4.40 %   Bolivarian Republic
of Venezuela
    (23,500,096 )  
  300,000,000     EUR   4/20/2015   Deutsche Bank AG   (Pay)     4.32 %   Bolivarian Republic
of Venezuela
    25,550,817    
  10,000,000     USD   4/20/2015   JP Morgan
Chase Bank
  Receive     4.65 %   Republic of Colombia     1,654,291    
  15,000,000     USD   5/20/2015   Deutsche Bank AG   Receive     3.85 %   Republic of Turkey     962,777    
  56,950,000,000     COP   11/20/2015   Citigroup   Receive     1.81 %   Republic of Colombia     681,367    
  15,000,000     USD   2/20/2016   Citigroup   (Pay)     2.16 %   Republic of Colombia     54,574    
  56,700,000,000     COP   2/20/2016   Citigroup   Receive     1.46 %   Republic of Colombia     (4,010 )  
  25,000,000     USD   4/20/2016   Citigroup   (Pay)     1.90 %   Republic of Colombia     383,880    
  114,800,000,000     COP   4/20/2016   Citigroup   Receive     1.33 %   Republic of Colombia     (166,584 )  
  22,000,000     USD   8/20/2016   JP Morgan
Chase Bank
  Receive     1.99 %   Republic of Brazil     301,569    
  40,000,000     USD   8/20/2016   Lehman Brothers   Receive     1.98 %   Republic of Brazil     534,619    
  20,000,000     USD   8/20/2016   Citigroup   (Pay)     2.15 %   Republic of Colombia     155,805    
  97,680,000,000     COP   8/20/2016   Citigroup   Receive     1.51 %   Republic of Colombia     55,072    
  20,000,000     USD   8/20/2016   Deutsche Bank AG   (Pay)     0.87 %   United Mexican States     636,104    
  620,000,000     MXN   8/20/2016   Deutsche Bank AG   Receive     0.61 %   United Mexican States     (1,306,072 )  
  87,500,000     USD   2/20/2017   Deutsche Bank AG   Receive     2.43 %   Bolivarian Republic
of Venezuela
    (16,704,698 )  

 

See accompanying notes to the financial statements.


28



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Credit Default Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Annual
Premium
  Deliverable
On Default
  Market
Value
 
  350,000,000     USD   2/20/2017   Deutsche Bank AG   (Pay)     7.66 %   Bolivarian Republic    
   
                                of Venezuela   $ 336,662    
  50,000,000     USD   3/20/2017   Lehman Brothers   Receive     1.41 %   Republic of Brazil     (1,168,885 )  
  2,500,000     USD   5/20/2017   Deutsche Bank AG   (Pay)     1.05 %   Republic of Peru     134,441    
  32,000,000     PEN   5/20/2017   Deutsche Bank AG   Receive     0.79 %   Republic of Peru     (427,700 )  
  70,000,000     USD   7/20/2017   Lehman Brothers   Receive     3.15 %   Bolivarian Republic
of Venezuela
    (12,134,194 )  
  4,500,000     USD   7/20/2017   Bear Stearns   Receive     3.30 %   Republic of Jamaica     (480,278 )  
  15,000,000     USD   7/20/2017   Lehman Brothers   Receive     1.04 %   Republic of Panama     (1,152,868 )  
  70,000,000     USD   7/20/2017   Lehman Brothers   Receive     2.20 %   Republic of Turkey     (4,484,027 )  
  35,000,000     USD   7/20/2017   Lehman Brothers   Receive     2.26 %   Republic of Turkey     (2,094,034 )  
  35,000,000     USD   7/20/2017   UBS AG   Receive     2.26 %   Republic of Turkey     (2,094,034 )  
  8,000,000     USD   8/20/2017   JP Morgan
Chase Bank
  Receive     2.20 %   Republic of Colombia     (90,657 )  
  17,000,000     USD   9/20/2017   JP Morgan
Chase Bank
  Receive     1.74 %   Republic of Philippines     (1,240,230 )  
  30,000,000     USD   9/20/2017   JP Morgan
Chase Bank
  Receive     1.77 %   Republic of Philippines     (2,134,055 )  
  21,000,000     USD   10/20/2017   Deutsche Bank AG   Receive     1.78 %   Vneshtorg Bank
Bond & Loan
    (2,106,455 )  
  4,000,000     USD   11/20/2017   JP Morgan
Chase Bank
  Receive     4.85 %   Bolivarian Republic
of Venezuela
    (264,753 )  
  4,000,000     USD   11/20/2017   JP Morgan
Chase Bank
  Receive     4.90 %   Bolivarian Republic
of Venezuela
    (252,802 )  
  200,000,000     USD   11/20/2017   Lehman Brothers   Receive     0.62 %   United Mexican States     (11,333,880 )  
  25,000,000     USD   1/20/2018   Deutsche Bank AG   Receive     1.50 %   Republic of Brazil     (648,541 )  
  30,000,000     USD   8/15/2031   Goldman Sachs   (Pay)     1.84 %   United Mexican States     (1,127,951 )  
  20,000,000     USD   8/15/2031   Goldman Sachs   (Pay)     1.89 %   United Mexican States     (874,501 )  
    Premiums to (Pay) Receive   $ (525,211 )   $ (4,983,228 )  

 

See accompanying notes to the financial statements.


29



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  3,400,000,000     MXN   10/24/2008   JP Morgan   Receive     7.95 %   28-day TIIE    
   
                Chase Bank                   $ 672,721    
  963,499     USD   12/1/2008   Citigroup   (Pay)     7.10 %   6 month LIBOR     (21,901 )  
  20,000,000     USD   1/4/2010   JP Morgan
Chase Bank
  (Pay)     5.11 %   6 month LIBOR     (815,027 )  
  20,000,000     USD   1/4/2010   JP Morgan
Chase Bank
  Receive     5.62 %   Floating USD rate     1,198,735    
  230,000,000     PEN   2/19/2010   JP Morgan
Chase Bank
  (Pay)     3.15 %   6 month LIBOR     (881,183 )  
  90,000,000,000     KRW   5/29/2010   Merrill Lynch   (Pay)     4.79 %   3 month KRW LIBOR     (21,158 )  
  900,000,000     TWD   5/23/2011   JP Morgan
Chase Bank
  (Pay)     2.49 %   90 Day
TWD-BA-TELERATE
    (90,736 )  
  2,500,000,000     TWD   6/12/2011   JP Morgan
Chase Bank
  (Pay)     2.35 %   90 Day
TWD-BA-TELERATE
    107,815    
  3,000,000,000     TWD   7/5/2011   JP Morgan
Chase Bank
  (Pay)     2.32 %   90 Day
TWD-BA-TELERATE
    238,222    
  2,500,000,000     TWD   8/1/2011   JP Morgan
Chase Bank
  (Pay)     2.29 %   90 Day
TWD-BA-TELERATE
    297,928    
  4,500,000,000     TWD   9/26/2011   JP Morgan
Chase Bank
  (Pay)     2.09 %   90 Day
TWD-BA-TELERATE
    1,618,171    
  2,947,173     USD   12/1/2011   Citigroup   (Pay)     6.32 %   6 month LIBOR     (338,849 )  
  36,000,000,000     KRW   3/16/2014   Deutsche Bank AG   (Pay)     4.80 %   Korean bond rate for
91 day certificates
of deposit
    (126,553 )  
  36,000,000,000     KRW   3/16/2014   Deutsche Bank AG   (Pay)     5.03 %   Korean bond rate for
91 day certificates
of deposit
    243,936    
  230,000,000     PEN   2/19/2015   JP Morgan
Chase Bank
  Receive     5.70 %   6 month LIBOR     743,446    
  1,400,000,000     TWD   11/24/2016   JP Morgan
Chase Bank
  (Pay)     2.15 %   90 Day
TWD-BA-TELERATE
    2,116,187    
  87,500,000     USD   2/14/2017   Deutsche Bank AG   Receive     5.31 %   3 month LIBOR     8,152,361    
  20,000,000     SGD   10/25/2017   JP Morgan
Chase Bank
  (Pay)     3.20 %   6 month SOR     18,011    

 

See accompanying notes to the financial statements.


30



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Interest Rate Swaps — continued

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  20,000,000     SGD   10/30/2017   JP Morgan   (Pay)     3.20 %   6 month SOR    
   
                    Chase Bank               $ 7,250    
  40,000,000     SGD   1/17/2018   JPMorgan
Chase Bank
  (Pay)     3.00 %   6 month SOR     484,887    
  25,000,000     USD   12/2/2023   JP Morgan
Chase Bank
  Receive     5.34 %   3 month LIBOR     1,984,971    
  70,000,000     EUR   9/4/2026   JP Morgan
Chase Bank
  (Pay)     4.28 %   6 month EUR LIBOR     4,568,894    
  100,000,000     USD   7/20/2027   JP Morgan
Chase Bank
  Receive     5.87 %   3 month LIBOR     14,342,275    
    Premiums to (Pay) Receive   $ (5,382,619 )   $ 34,500,403    

 

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Market
Value
 
  60,000,000     USD   1/7/2009   JP Morgan   3 month   EMBI + Total Return   $ (446,433 )  
                    Chase Bank   LIBOR - 0.45%          
  27,967,218     USD   12/19/2011   JP Morgan
Chase Bank
  CER Index + 3.59%   3 month LIBOR     (1,641,186 )  
  45,335,905     USD   12/19/2011   JP Morgan
Chase Bank
  CER Index + 1.24%   3 month LIBOR     378,216    
  27,967,218     USD   12/19/2011   JPMorgan
Chase Bank
  3 month LIBOR
+ 0.35%
  Return on Prestamos
Garatizados
    (119,552 )  
  45,797,706     USD   12/19/2011   JP Morgan
Chase Bank
  3 month LIBOR
+ 0.35%
  Return on Prestamos
Garatizados
    (4,896,729 )  
  300,000,000     RUB   3/26/2017   Morgan Stanley   6 month LIBOR
+ 0.25%
  Return on Sukhoi     915,056    
    Premiums to (Pay) Receive   $ (1,780,589 )   $ (5,810,628 )  

 

See accompanying notes to the financial statements.


31



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Variance Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Market
Value
 
  210,000     USD   11/13/2008   JP Morgan   Per Vega on   Per Vega on    
   
                Chase Bank   USD/PEN the   USD/PEN the    
   
                    realized variance   realized variance    
   
                    above 6.5%   below 6.5%   $ (455,865 )  
  105,000     USD   11/19/2008   JP Morgan
Chase Bank
  Per Vega on
USD/PEN the
realized variance
above 7.0%
  Per Vega on
USD/PEN the
realized variance
below 7.0%
    (183,067 )  
  105,000     USD   11/29/2008   JP Morgan
Chase Bank
  Per Vega on
USD/PEN the
realized variance
above 7.5%
  Per Vega on
USD/PEN the
realized variance
below 7.5%
    (146,898 )  
    Premiums to (Pay) Receive   $     $ (785,830 )  

 

As of February 29, 2008, for the swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

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

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

BPI - Indemnification payment bonds

CBO - Collateralized Bond Obligation

CDO - Collateralized Debt Obligation

DCB - Debt Conversion Bond

EMBI - Emerging Markets Bond Index

EMTN - Euromarket Medium Term Note

FLIRB - Front Loaded Interest Reduction Bond

GDP - Gross Domestic Product

GMTN - Global Medium Term Note

LIBOR - London Interbank Offered Rate

PDI - Past Due Interest

PIK - Payment In Kind

See accompanying notes to the financial statements.


32



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

RMAC - Residential Mortgage Acceptance Corp.

SOR - Swap Offer Rate

TIIE - Interbank Equilibrium Interest Rate

Variable, step up and step down rates - The rates shown on variable, step up and step down rate notes are the current interest rates at February 29, 2008, which are subject to change based on the terms of the security, including varying reset dates.

VRRB - Variable Rate Reduction Bond

*  Non-performing. Borrower not currently paying interest.

**  Non-income producing security.

(a)  Security is in default.

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

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

(d)  All or a portion of this security has been segregated to cover collateral requirements on reverse repurchase agreements (Note 2).

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

(f)  Past due maturity payment.

(g)  Underlying investment represents interests in defaulted securities.

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

Currency Abbreviations:

ARS - Argentine Peso
BRL - Brazilian Real
CHF - Swiss Franc
COP - Colombia Peso
CZK - Czech Koruna
DEM - German Mark
EUR - Euro
FIM - Finnish Markka
  FRF - French Franc
GBP - British Pound
ITL - Italian Lira
JPY - Japanese Yen
KRW - South Korean Won
KZT - Kazakhstan Tenge
MXN - Mexican Peso
MYR - Malaysian Ringgit
  PEN - Peruvian Sol
RUB - Russian Ruble
SGD - Singapore Dollar
TRY - Turkish Lira
TWD - Taiwan Dollar
USD - United States Dollar
ZAR - South African Rand
 

 

See accompanying notes to the financial statements.


33




GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $3,082,197,299) (Note 2)   $ 3,226,294,165    
Investments in affiliated issuers, at value (cost $197,475,629) (Notes 2 and 8)     190,365,906    
Cash     22,286    
Foreign currency, at value (cost $1,283,997) (Note 2)     1,200,082    
Receivable for investments sold     18,948,602    
Receivable for Fund shares sold     1,676,923    
Interest receivable     53,633,613    
Unrealized appreciation on open forward currency contracts (Note 2)     1,494,591    
Receivable for open swap contracts (Note 2)     228,980,748    
Total assets     3,722,616,916    
Liabilities:  
Payable for investments purchased     59,683,733    
Payable for Fund shares repurchased     1,688,231    
Written options outstanding, at value (premiums $2,060,625) (Note 2)     23,432,908    
Payable to affiliate for (Note 3):  
Management fee     799,159    
Shareholder service fee     258,829    
Trustees and Chief Compliance Officer of GMO Trust fees     3,349    
Unrealized depreciation on open forward currency contracts (Note 2)     14,039,242    
Payable for open swap contracts (Note 2)     206,060,031    
Payable for reverse repurchase agreements (Note 2)     566,930,587    
Accrued expenses     618,626    
Total liabilities     873,514,695    
Net assets   $ 2,849,102,221    

 

See accompanying notes to the financial statements.


34



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 2,718,284,871    
Distributions in excess of net investment income     (38,763,889 )  
Accumulated net realized gain     55,050,437    
Net unrealized appreciation     114,530,802    
    $ 2,849,102,221    
Net assets attributable to:  
Class III shares   $ 734,921,250    
Class IV shares   $ 2,114,180,971    
Shares outstanding:  
Class III     73,017,804    
Class IV     210,058,872    
Net asset value per share:  
Class III   $ 10.06    
Class IV   $ 10.06    

 

See accompanying notes to the financial statements.


35



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Interest   $ 218,013,051    
Dividends from affiliated issuers (Note 8)     7,914,767    
Dividends     972,170    
Total investment income     226,899,988    
Expenses:  
Interest expense (Note 2)     21,897,570    
Management fee (Note 3)     10,299,188    
Shareholder service fee – Class III (Note 3)     1,306,815    
Shareholder service fee – Class IV (Note 3)     2,071,415    
Custodian, fund accounting agent and transfer agent fees     1,870,727    
Audit and tax fees     122,161    
Legal fees     131,852    
Trustees fees and related expenses (Note 3)     28,544    
Registration fees     23,534    
Miscellaneous     25,771    
Total expenses     37,777,577    
Expense reductions (Note 2)     (378 )  
Net expenses     37,777,199    
Net investment income (loss)     189,122,789    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     64,813,768    
Investments in affiliated issuers     (1,344,910 )  
Realized gains distributions from affiliated issuers (Note 8)     138,860    
Closed futures contracts     (21,730 )  
Closed swap contracts     76,751,271    
Written options     3,302,920    
Foreign currency, forward contracts and foreign currency related transactions     (34,317,493 )  
Net realized gain (loss)     109,322,686    
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     (47,323,347 )  
Investments in affiliated issuers     (8,742,705 )  
Open futures contracts     54,821    
Open swap contracts     (64,391,922 )  
Written options     (21,550,601 )  
Foreign currency, forward contracts and foreign currency related transactions     (9,293,779 )  
Net unrealized gain (loss)     (151,247,533 )  
Net realized and unrealized gain (loss)     (41,924,847 )  
Net increase (decrease) in net assets resulting from operations   $ 147,197,942    

 

See accompanying notes to the financial statements.


36



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 189,122,789     $ 217,900,287    
Net realized gain (loss)     109,322,686       218,285,881    
Change in net unrealized appreciation (depreciation)     (151,247,533 )     (153,138,794 )  
Net increase (decrease) in net assets from operations     147,197,942       283,047,374    
Distributions to shareholders from:  
Net investment income  
Class III     (60,758,567 )     (66,047,926 )  
Class IV     (147,592,816 )     (157,264,308 )  
Total distributions from net investment income     (208,351,383 )     (223,312,234 )  
Net realized gains  
Class III     (37,184,110 )     (57,834,451 )  
Class IV     (85,627,144 )     (130,680,560 )  
Total distributions from net realized gains     (122,811,254 )     (188,515,011 )  
      (331,162,637 )     (411,827,245 )  
Net share transactions (Note 7):  
Class III     (87,026,767 )     (106,571,551 )  
Class IV     246,523,243       286,023,978    
Increase (decrease) in net assets resulting from net share
transactions
    159,496,476       179,452,427    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     614,140       1,172,520    
Class IV     127,854       215,318    
Increase in net assets resulting from purchase premiums
and redemption fees
    741,994       1,387,838    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    160,238,470       180,840,265    
Total increase (decrease) in net assets     (23,726,225 )     52,060,394    
Net assets:  
Beginning of period     2,872,828,446       2,820,768,052    
End of period (including distributions in excess of net investment
income of $38,763,889 and $21,105,332, respectively)
  $ 2,849,102,221     $ 2,872,828,446    

 

See accompanying notes to the financial statements.


37



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Statement of Cash Flows For the Year Ended February 29, 2008

Cash flows from operating activities:  
Net investment income   $ 189,122,789    
Net amortization of discount and premium     (29,516,729 )  
      159,606,060    
Investments purchased     (1,903,316,389 )  
Proceeds from sale of investments     1,525,986,585    
Short term investments, net     6,093,391    
Other proceeds (cost):  
Swaps     67,223,936    
Futures     33,091    
Written options     3,373,720    
Foreign currency and forward contracts     (30,112,683 )  
      (330,718,349 )  
Realized gain distributions from affiliated issuers     138,860    
Changes in assets and liabilities:  
(Increase) decrease in interest receivable     (6,932,623 )  
(Increase) decrease in receivable for closed swap contracts     331,634    
Increase (decrease) in due to custodian     (343,032 )  
Increase (decrease) in payable to affiliate for:  
Management fee     32,538    
Trustees and Chief Compliance Officer of GMO Trust fees     (4,979 )  
Shareholder service fee     6,380    
Increase (decrease) in accrued expenses     68,896    
Net cash provided (used in) operating activities     (177,814,615 )  
Cash flows from financing activities*  
Proceeds from shares sold     205,121,398    
Shares repurchased     (372,714,276 )  
Cash distributions paid     (4,135,580 )  
Purchase premiums and redemption fees     741,994    
Increase (decrease) in payable for reverse repurchase agreements     349,235,665    
Net cash provided (used in) financing activities     178,249,201    
Net increase in cash     434,586    
Cash and cash equivalents, beginning of period     787,782    
Cash and cash equivalents, end of period   $ 1,222,368    
*Supplemental disclosure of cash flow information:  
Reinvestment of dividends and distributions   $ 327,027,057    

 

See accompanying notes to the financial statements.


38




GMO Emerging Country Debt Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 10.73     $ 11.30     $ 11.09     $ 10.51     $ 9.51    
Income (loss) from investment operations:  
Net investment income (loss)      0.68       0.86       0.88       0.89       1.01    
Net realized and unrealized gain (loss)     (0.13 )     0.30       1.14       1.16       1.81    
Total from investment operations     0.55       1.16       2.02       2.05       2.82    
Less distributions to shareholders:  
From net investment income     (0.76 )     (0.94 )     (1.26 )     (1.18 )     (1.06 )  
From net realized gains     (0.46 )     (0.79 )     (0.55 )     (0.29 )     (0.76 )  
Total distributions     (1.22 )     (1.73 )     (1.81 )     (1.47 )     (1.82 )  
Net asset value, end of period   $ 10.06     $ 10.73     $ 11.30     $ 11.09     $ 10.51    
Total Return(a)      5.07 %     10.98 %     19.50 %     20.58 %     30.46 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 734,921     $ 876,598     $ 1,020,976     $ 1,088,609     $ 925,517    
Net operating expenses to average
daily net assets(b) 
    0.57 %(d)      0.57 %     0.57 %     0.57 %     0.57 %  
Interest expense to average daily
net assets(c) 
    0.74 %     0.48 %     0.22 %     0.08 %     0.08 %  
Total net expenses to average daily
net assets
    1.31 %(d)      1.05 %     0.79 %     0.65 %     0.65 %  
Net investment income to average
daily net assets
    6.36 %     7.91 %     7.75 %     8.22 %     9.44 %  
Portfolio turnover rate     53 %     83 %     144 %     121 %     119 %  
Purchase premiums and redemption
fees consisted of the following
per share amounts: 
  $ 0.01     $ 0.01     $ 0.01     $ 0.01     $ 0.03    

 

(a)  Calculation excludes purchase premiums and redemption fees which are borne by shareholders and assumes the effect of reinvested distributions.

(b)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(c)  Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expenses. Income earned on investing proceeds from reverse repurchase agreements is included in interest income.

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


39



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 10.73     $ 11.30     $ 11.09     $ 10.51     $ 9.52    
Income (loss) from investment operations:  
Net investment income (loss)      0.69       0.87       0.88       0.90       1.06    
Net realized and unrealized gain (loss)     (0.13 )     0.29       1.15       1.16       1.75    
Total from investment operations     0.56       1.16       2.03       2.06       2.81    
Less distributions to shareholders:  
From net investment income     (0.77 )     (0.94 )     (1.27 )     (1.19 )     (1.06 )  
From net realized gains     (0.46 )     (0.79 )     (0.55 )     (0.29 )     (0.76 )  
Total distributions     (1.23 )     (1.73 )     (1.82 )     (1.48 )     (1.82 )  
Net asset value, end of period   $ 10.06     $ 10.73     $ 11.30     $ 11.09     $ 10.51    
Total Return(a)      5.13 %     11.06 %     19.57 %     20.64 %     30.38 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,114,181     $ 1,996,230     $ 1,799,792     $ 1,550,402     $ 1,238,209    
Net operating expenses to average
daily net assets(b) 
    0.53 %(d)      0.52 %     0.52 %     0.52 %     0.52 %  
Interest expense to average
daily net assets(c) 
    0.74 %     0.48 %     0.22 %     0.08 %     0.08 %  
Total net expenses to average
daily net assets
    1.27 %(d)      1.00 %     0.74 %     0.60 %     0.60 %  
Net investment income to average
daily net assets
    6.45 %     7.97 %     7.75 %     8.29 %     9.95 %  
Portfolio turnover rate     53 %     83 %     144 %     121 %     119 %  
Purchase premiums and redemption
fees consisted of the following
per share amounts:  
  $ 0.00 (e)    $ 0.01     $ 0.00 (e)    $ 0.01     $ 0.04    

 

(a)  Calculation excludes purchase premiums and redemption fees which are borne by shareholders and assumes the effect of reinvested distributions.

(b)  Net expenses exclude expenses incurred indirectly through invesment in the underlying funds (See Note 3).

(c)  Interest expense incurred as a result of entering into reverse repurchase agreements is included in the Fund's net expenses. Income earned on investing proceeds from reverse repurchase agreements is included in interest income.

(d)  The net expense ratio does not include the effect of expense reductions.

(e)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


40




GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of its benchmark, the JPMorgan Emerging Markets Bond Index Global. The Fund invests primarily in sovereign debt of emerging countries. In addition, the Fund may invest a portion of its assets in debt investments issued by companies tied economically to emerging countries and other fixed income securities, including asset-backed securities issued by foreign governments and foreign and domestic private issuers. A substantial portion of the Fund's holdings are typically below investment grade. Generally, at least 75% of the Fund's assets are denominated in, or hedged into, U.S. dollars.

Throughout the year ended February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class IV. Each class of shares bears a different level of shareholder service fees.

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

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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


41



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 32.73% of net assets.

The Fund directly and indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies and/or defaults, and may be adversely affected by shifts in the markets perception of the securities' market values and changes in interest rates.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $138,860 through SPHF in conjunction with settlement agreements related to the default of those securities.


42



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


43



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no futures contracts outstanding at the end of the period.

Options

The Fund may write call and put options. 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. Written options outstanding at the end of the period are listed in the Fund's Schedule of Investments.

For the year ended February 29, 2008, the Fund's investment activity in written options contracts was as follows:

    Puts   Calls  
    Principal Amount
of Contracts
  Premiums   Principal Amount
of Contracts
  Premiums  
Outstanding, beginning of period   $     $     $ (115,000,000 )   $ (2,060,625 )  
Options written                 (670,000,000 )     (4,829,750 )  
Options exercised                 380,000,000       3,454,750    
Options expired                 290,000,000       1,375,000    
Options sold                          
Outstanding, end of period   $     $     $ (115,000,000 )   $ (2,060,625 )  

 

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


44



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Purchased options outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. Loan agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Indexed securities

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

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay


45



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 party will receive a payment from or make a payment to the counterparty, respectively. Forward lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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

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


46



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. As of February 29, 2008, the Fund had entered into reverse repurchase agreements, plus accrued interest, amounting to $566,930,587, collateralized by securities with a market value, plus accrued interest, of $576,334,739. Reverse repurchase agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments. The reverse repurchase agreements were with the counterparties with the Fund having no more than $237,581,740 outstanding with any one counterparty.

Delayed delivery commitments

The Fund may purchase or sell securities on a when-issued or forward commitment basis. Payment and delivery may take place a month or more after the date of the transaction. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. Collateral consisting of liquid securities or cash and cash equivalents is maintained with the custodian in an amount at least equal to these commitments. There were no delayed delivery commitments outstanding at the end of the period.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.


47



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to derivative contract transactions, differing treatment for defaulted bonds, foreign currency transactions, partnership interest tax allocations, differing treatment of accretion and amortization and losses on wash sale transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 1,570,037     $ (7,284,197 )   $ 5,714,160    

 


48



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 209,641,890     $ 275,936,961    
Long-term capital gains     121,520,747       135,890,284    
Total distributions   $ 331,162,637     $ 411,827,245    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 14,157,552    
Undistributed long-term capital gain   $ 57,157,930    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate
Cost
  Gross
Unrealized
Appreciation
  Gross
Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 3,301,078,867     $ 321,775,149     $ (206,193,945 )   $ 115,581,204    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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


49



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

nature and type of expense and the relative size of the funds. Investment income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying funds. Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of the underlying funds at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases of Fund shares was 0.50% of the amount invested. In the case of cash redemptions, the fee is currently 0.25% of the amount redeemed. If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in-capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

Investments in emerging country debt present certain risks that are not inherent in many other securities. Many emerging countries present elements of political and/or economic instability, which may result in the Fund's inability to collect on a timely basis, or in full, principal and interest payments. Further, countries may impose various types of foreign currency regulations or controls which may impede the Fund's ability to repatriate amounts it receives. The Fund may acquire interests in securities or bank loans which are in default at the time of acquisition in anticipation of improving conditions in the related countries. These factors may result in significant volatility in the values of its holdings. The markets for emerging country debt are typically less liquid than those of developed markets.


50



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund owns loans and bonds representing significant exposure to the risk of default in many countries, but has the most sizable of such positions relating to Russia, Mexico and Brazil. The Fund's financial position would be substantially adversely affected in the case of a default by these countries on obligations held by the Fund, or on obligations issued by those countries generally. The Fund has purchased default protection in the form of credit default swap agreements with respect to debt associated with those countries, which may offset some of the losses that the Fund might experience in the case of a default on bonds issued by such countries; however the Fund as of February 29, 2008, has sold more of such default protection than it has purchased. In addition, it is important to note that (i) such protection would not cover losses due to defaults on loan assignments or participations, (ii) such protection will generally not be sufficient to cover all of the Fund's losses in the case of default, and (iii) due to the privately negotiated nature of such instruments, under some circumstances, the protection offered by such instruments may not be realized, even if the Fund incurs substantial losses due to weakening of the credit or virtual default by the countries.

Other matters

In July 2005, the Fund entered into litigation against the Government of Argentina ("Argentina") related to Argentina's failure to make payments on certain sovereign debt. The applicable defaulted sovereign debt, which continues to be valued according to the Fund's valuation policy, represented 1.87% of the net assets of the Fund as of February 29, 2008. The ultimate outcome of this litigation cannot be predicted. Costs associated with this action will be borne by the Fund.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.


51



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.35% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses (excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
< 0.001%     0.000 %     0.001 %     0.001 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and Chief Compliance Officer ("CCO") during the year ended February 29, 2008 was $24,404 and $11,468, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 10,050,977     $ 39,710,212    
Investments (non-U.S. Government securities)     1,842,222,029       1,674,810,246    

 


52



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 45.67% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's shares outstanding. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.27% of the Fund's shares were held by thirty related parties comprised of certain GMO employee accounts, and 13.51% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     11,479,041     $ 123,985,827       21,552,542     $ 234,728,807    
Shares issued to shareholders in
reinvestment of distributions
    9,161,344       94,844,498       11,326,112       119,220,771    
Shares repurchased     (29,333,184 )     (305,857,092 )     (41,491,222 )     (460,521,129 )  
Purchase premiums           178,678             506,835    
Redemption fees           435,462             665,685    
Net increase (decrease)     (8,692,799 )   $ (86,412,627 )     (8,612,568 )   $ (105,399,031 )  

 


53



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     7,884,742     $ 82,812,310       9,748,445     $ 108,322,206    
Shares issued to shareholders in
reinvestment of distributions
    22,455,867       232,182,559       27,144,668       285,672,482    
Shares repurchased     (6,365,177 )     (68,471,626 )     (10,016,728 )     (107,970,710 )  
Purchase premiums           39,052             43,427    
Redemption fees           88,802             171,891    
Net increase (decrease)     23,975,432     $ 246,651,097       26,876,385     $ 286,239,296    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:



Affiliate
  Value,
beginning of
period
 

Purchases
 
Sales
Proceeds
 
Dividend
Income
  Distributions
of Realized
Gains
 
Value, end
of period
 
GMO Short-Duration
Collateral Fund
  $ 141,294,024     $ 38,814,767     $ 30,000,000     $ 7,914,767     $     $ 140,673,840    
GMO Special Purpose
Holding Fund
    30,187                         138,860       26,976    
GMO World Opportunity
Overlay Fund
    52,014,542       2,300,000       4,000,000                   49,665,090    
Totals   $ 193,338,753     $ 41,114,767     $ 34,000,000     $ 7,914,767     $ 138,860     $ 190,365,906    

 


54




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Emerging Country Debt Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Emerging Country Debt Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


55



GMO Emerging Country Debt Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred * 
 
Class III  
1) Actual     1.46 %   $ 1,000.00     $ 1,040.60     $ 7.41    
2) Hypothetical     1.46 %   $ 1,000.00     $ 1,017.60     $ 7.32    
Class IV  
1) Actual     1.41 %   $ 1,000.00     $ 1,041.10     $ 7.16    
2) Hypothetical     1.41 %   $ 1,000.00     $ 1,017.85     $ 7.07    

 

*  Expenses are calculated using each Class's annualized expense ratio (including interest expense and indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


56



GMO Emerging Country Debt Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $121,520,747 from long-term capital gains.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended February 29, 2008, $9,453,959 and $1,290,506, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


57



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—Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


58



Independent Trustees — (Continued):

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005-April 2006), Senior Associate Dean (1998-2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


59



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004-present); Vice President, Director of Tax, Columbia Management Group (2002-2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001-2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007-present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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.


60



Principal Officers (Continued):

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002-February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003-present); Attorney, Goodwin Procter LLP (September 1996-September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003-January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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.


61




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

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




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

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO Global (U.S.+) Equity Allocation Fund returned +1.0% for the fiscal year ended February 29, 2008, as compared to -0.9% for the Fund's benchmark, the GMO Global Equity Index (75% S&P 500 / 25% MSCI ACWI [All Country World Index] ex-U.S. Index). During the fiscal year the Fund was exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting approximately 1.8%. The GMO U.S. Core Equity, GMO International Intrinsic Value, and GMO Emerging Markets Funds were the primary drivers of the underperformance.

Asset allocation added 3.7%. The Fund's overweight to international equities, particularly emerging equities, added to performance as did the allocation to fixed income.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .10% on the purchase and .10% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.

*  The GMO Global Equity Index is a composite benchmark computed by GMO and comprised of 75% S&P 500 Index and 25% MSCI ACWI (All Country World Index) ex-U.S. Index.



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

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     91.9 %  
Cash and Cash Equivalents     6.0    
Short-Term Investments     4.6    
Preferred Stocks     1.9    
Debt Obligations     0.6    
Private Equity Securities     0.1    
Investment Funds     0.0    
Loan Participations     0.0    
Loan Assignments     0.0    
Options Purchased     0.0    
Forward Currency Contracts     0.0    
Rights and Warrants     0.0    
Convertible Securities     0.0    
Promissory Notes     0.0    
Written Options     (0.0 )  
Reverse Repurchase Agreements     (0.1 )  
Swaps     (2.0 )  
Futures     (3.8 )  
Other     0.8    
      100.0 %  

 

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


1



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

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Country / Region Summary**   % of Investments  
United States     70.7 %  
Euro Region***     5.7    
United Kingdom     3.2    
Japan     3.1    
Brazil     2.7    
Korea     2.4    
Taiwan     2.0    
China     1.3    
Russia     1.2    
Switzerland     1.2    
Australia     0.9    
Thailand     0.9    
India     0.8    
Malaysia     0.7    
Hong Kong     0.5    
Singapore     0.4    
Turkey     0.4    
Canada     0.3    
South Africa     0.3    
Denmark     0.2    
Indonesia     0.2    
Philippines     0.2    
Sweden     0.2    
Hungary     0.1    
Israel     0.1    
Mexico     0.1    
Norway     0.1    
Poland     0.1    
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds except for GMO Alpha Only Fund. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


2




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

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        AFFILIATED ISSUERS — 100.0%  
        Mutual Funds — 100.0%  
    2,043,763     GMO Alpha Only Fund, Class IV     22,706,205    
    553,333     GMO Emerging Countries Fund, Class III     8,443,861    
    169,236     GMO Emerging Country Debt Fund, Class IV     1,702,519    
    1,790,477     GMO Emerging Markets Fund, Class VI     36,561,535    
    1,056,746     GMO International Growth Equity Fund, Class IV     29,271,874    
    962,189     GMO International Intrinsic Value Fund, Class IV     28,827,179    
    16,087     GMO Short-Duration Investment Fund, Class III     135,936    
    11,189,269     GMO U.S. Core Equity Fund, Class VI     134,495,007    
    1,136     GMO U.S. Growth Fund, Class III     17,965    
    4,586,818     GMO U.S. Quality Equity Fund, Class VI     94,350,851    
      356,512,932    
        Private Investment Fund — 0.0%  
    175     GMO SPV I, LLC (a)(b)      49    
    TOTAL AFFILIATED ISSUERS (COST $374,500,491)     356,512,981    
        SHORT-TERM INVESTMENTS — 0.0%  
    41,317     Eurodollar Time Deposit, 2.00%, due 03/03/08     41,317    
    TOTAL SHORT-TERM INVESTMENTS (COST $41,317)     41,317    
            TOTAL INVESTMENTS — 100.0%
(Cost $374,541,808)
    356,554,298    
            Other Assets and Liabilities (net) — (0.0%)     (30,356 )  
    TOTAL NET ASSETS — 100.0%   $ 356,523,942    

 

See accompanying notes to the financial statements.


3



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

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

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

(b)  Underlying investment represents interests in defaulted securities.

As of February 29, 2008, 24.96% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


4




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

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $41,317) (Note 2)   $ 41,317    
Investments in affiliated issuers, at value (cost $374,500,491) (Notes 2 and 8)     356,512,981    
Receivable for Fund shares sold     1,799    
Receivable for expenses reimbursed by Manager (Note 3)     8,787    
Total assets     356,564,884    
Liabilities:  
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     401    
Accrued expenses     40,541    
Total liabilities     40,942    
Net assets   $ 356,523,942    
Net assets consist of:  
Paid-in capital   $ 347,060,208    
Accumulated undistributed net investment income     3    
Accumulated net realized gain     27,451,241    
Net unrealized depreciation     (17,987,510 )  
    $ 356,523,942    
Net assets attributable to:  
Class III shares   $ 356,523,942    
Shares outstanding:  
Class III     34,783,389    
Net asset value per share:  
Class III   $ 10.25    

 

See accompanying notes to the financial statements.


5



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

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 6,117,674    
Interest     1,072    
Total investment income     6,118,746    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     40,913    
Audit and tax fees     31,126    
Legal fees     7,994    
Trustees fees and related expenses (Note 3)     3,600    
Registration fees     4,233    
Miscellaneous     3,997    
Total expenses     91,863    
Fees and expenses reimbursed by Manager (Note 3)     (86,756 )  
Expense reductions (Note 2)     (1,102 )  
Net expenses     4,005    
Net investment income (loss)     6,114,741    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     21,950,304    
Realized gains distributions from affiliated issuers (Note 8)     43,454,054    
Net realized gain (loss)     65,404,358    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (67,173,593 )  
Net realized and unrealized gain (loss)     (1,769,235 )  
Net increase (decrease) in net assets resulting from operations   $ 4,345,506    

 

See accompanying notes to the financial statements.


6



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

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 6,114,741     $ 6,254,375    
Net realized gain (loss)     65,404,358       37,302,929    
Change in net unrealized appreciation (depreciation)     (67,173,593 )     (6,654,177 )  
Net increase (decrease) in net assets from operations     4,345,506       36,903,127    
Distributions to shareholders from:  
Net investment income  
Class III     (15,144,364 )     (10,728,384 )  
Net realized gains  
Class III     (46,141,439 )     (23,345,939 )  
      (61,285,803 )     (34,074,323 )  
Net share transactions (Note 7):  
Class III     59,195,425       25,348,028    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     32,563       27,852    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    59,227,988       25,375,880    
Total increase (decrease) in net assets     2,287,691       28,204,684    
Net assets:  
Beginning of period     354,236,251       326,031,567    
End of period (including accumulated undistributed net
investment income of $3 and $6, respectively)
  $ 356,523,942     $ 354,236,251    

 

See accompanying notes to the financial statements.


7




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

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 11.96     $ 11.89     $ 11.63     $ 10.86     $ 7.51    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.20       0.23       0.23       0.23       0.14    
Net realized and unrealized gain (loss)     0.09 (b)      1.08       1.32       1.23       3.55    
Total from investment operations     0.29       1.31       1.55       1.46       3.69    
Less distributions to shareholders:  
From net investment income     (0.49 )     (0.38 )     (0.34 )     (0.27 )     (0.21 )  
From net realized gains     (1.51 )     (0.86 )     (0.95 )     (0.42 )     (0.13 )  
Total distributions     (2.00 )     (1.24 )     (1.29 )     (0.69 )     (0.34 )  
Net asset value, end of period   $ 10.25     $ 11.96     $ 11.89     $ 11.63     $ 10.86    
Total Return(c)      1.01 %     11.56 %     13.91 %     13.70 %     49.63 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 356,524     $ 354,236     $ 326,032     $ 335,819     $ 222,856    
Net expenses to average daily net
assets(d)(e) 
    0.00 %(f)      0.00 %     0.00 %     0.00 %     0.00 %  
Net investment income to average daily
net assets(a) 
    1.63 %     1.90 %     1.99 %     2.11 %     1.99 %  
Portfolio turnover rate     30 %     15 %     20 %     17 %     73 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.02 %     0.02 %     0.02 %     0.04 %     0.05 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts:†
  $ 0.00 (g)    $ 0.00 (g)    $ 0.00 (g)    $ 0.00 (g)    $ 0.01    

 

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

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

(c)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions. Calculations exclude purchase premiums and redemption fees which are borne by the shareholders.

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

(e)  Net expenses to average daily net assets were less than 0.01%.

(f)  The net expense ratio does not include the effect of expense reductions.

(g)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


8




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

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return greater than that of the GMO Global Equity Index. The GMO Global Equity Index is a composite index computed by GMO consisting of: (i) the S&P 500 Index and (ii) the MSCI ACWI (All Country World Index) ex-U.S. Index in the following proportions: 75% (S&P 500) and 25% (MSCI ACWI (All Country World Index) ex-U.S. Index). The Fund is a fund of funds and invests primarily in shares of the GMO International Equity Funds (which may include one or more of the GMO Emerging Markets Funds) and the GMO U.S. Equity Funds. The Fund may also invest in shares of other GMO Funds, including the GMO Fixed Income Funds, GMO Alpha Only Fund, and GMO Alternative Asset Opportunity Fund.

The financial statements of the series of the Trust in which the Fund invests ("underlying funds") should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect).

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.

Investments held by the underlying funds are valued as follows. 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


9



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

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

bid price. Unlisted securities for which market quotations are readily available are generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. There were no repurchase agreements outstanding at the end of the period.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments


10



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

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to differing treatment of mutual fund distributions received.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 9,029,620     $ (9,029,620 )   $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 15,140,737     $ 10,707,997    
Long-term capital gains     46,145,066       23,366,326    
Total distributions   $ 61,285,803     $ 34,074,323    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed long–term capital gain   $ 27,468,794    

 


11



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

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 374,559,358     $ 3,412,560     $ (21,417,620 )   $ (18,005,060 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchase and redemption of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.10% of the amount invested or redeemed. The redemption fee is only applicable to shares acquired on or after June 30, 2003. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in


12



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

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

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

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value


13



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

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying funds. The Manager does not directly charge an advisory fee or shareholder service fee, but receives management and shareholder service fees from the underlying funds in which the Fund invests.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.461 %     0.070 %     0.005 %     0.536 %  

 

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $3,140 and $1,501, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $158,127,116 and $110,630,018, respectively.


14



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

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 36.94% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, less than 0.01% of the Fund's shares were held by one related party comprised of a certain GMO employee account.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     1,944,098     $ 23,157,515       2,417,813     $ 28,924,136    
Shares issued to shareholders
in reinvestment of distributions
    4,518,134       52,432,161       2,435,155       28,397,989    
Shares repurchased     (1,300,196 )     (16,394,251 )     (2,652,478 )     (31,974,097 )  
Purchase premiums           23,181             27,330    
Redemption fees           9,382             522    
Net increase (decrease)     5,162,036     $ 59,227,988       2,200,490     $ 25,375,880    

 


15



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

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Alpha Only Fund,
Class IV
  $ 15,041,292     $ 13,444,659     $ 6,493,850     $ 444,659     $     $ 22,706,205    
GMO Currency Hedged
International Equity
Fund, Class III
    13,289,885       3,054,603       14,283,031             3,054,603          
GMO Emerging Countries
Fund, Class III
    6,461,494       2,559,214             136,223       2,422,991       8,443,861    
GMO Emerging Country
Debt Fund, Class IV
    1,619,501       189,298             119,378       69,920       1,702,519    
GMO Emerging Markets
Fund, Class VI
    41,750,149       10,157,562       16,455,194       539,093       9,618,469       36,561,535    
GMO Inflation Indexed Plus
Bond Fund, Class VI
    4,216,442       10,602,612       14,842,209       77,292       31,472          
GMO International
Growth Equity Fund,
Class IV
    47,402,591       7,339,550       23,419,506       403,904       5,775,380       29,271,874    
GMO International Intrinsic
Value Fund, Class IV
    47,550,628       6,425,309       21,277,527       796,046       4,493,737       28,827,179    
GMO International Small
Companies Fund,
Class III
    543,039       18,798       540,138             18,798          
GMO Short-Duration
Investment Fund,
Class III
    135,401       8,015             8,015             135,936    
GMO SPV I, LLC     67                         637       49    
GMO Strategic Fixed
Income Fund, Class VI
    7,989,820       21,274       7,998,664       21,274                
GMO U.S. Core Equity
Fund, Class VI
    135,437,254       34,014,519       5,076,666       2,666,561       16,097,958       134,495,007    
GMO U.S. Growth Fund,
Class III
    43,339       671       25,000       269       402       17,965    
GMO U.S. Quality Equity
Fund, Class VI
    32,542,645       70,284,028             904,177       1,863,466       94,350,851    
GMO U.S. Value Fund,
Class III
    215,623       7,004       218,233       783       6,221          
Totals   $ 354,239,170     $ 158,127,116     $ 110,630,018     $ 6,117,674     $ 43,454,054     $ 356,512,981    

 


16



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

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

9.  Subsequent event

Effective June 1, 2008, the Fund's benchmark will change to the MSCI ACWI (All Country World Index). In connection with the change in benchmark, the Fund's name will change to GMO Global Equity Allocation Fund on June 1, 2008.


17




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Global (U.S.+) Equity Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Global (U.S.+) Equity Allocation Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


18



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

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.53 %   $ 1,000.00     $ 944.20     $ 2.56    
2) Hypothetical     0.53 %   $ 1,000.00     $ 1,022.23     $ 2.66    

 

*  Expenses are calculated using the Class's annualized expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


19



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

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $46,145,066 from long-term capital gains.

For taxable, non-corporate shareholders, 41.68% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 27.09% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $8,386,949 or if determined to be different, the qualified interest income of such year.


20



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W. Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47      

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


21



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


22



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001-2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


23



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


24




GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO International Opportunities Equity Allocation Fund returned +3.6% for the fiscal year ended February 29, 2008, as compared to +0.8% for the Fund's benchmark, the MSCI EAFE Index. During the fiscal year the Fund was exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting 0.3%. The primary drivers of the underperformance were negative relative returns from the GMO International Intrinsic Value and GMO Emerging Markets Opportunities Funds.

Asset allocation added 3.0%. The Fund's overweights to emerging market equities and international growth equities were the primary drivers of the relative outperformance.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .03% on the purchase and .03% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     94.1 %  
Short-Term Investments     3.6    
Preferred Stocks     1.2    
Forward Currency Contracts     0.3    
Rights and Warrants     0.0    
Futures     (0.6 )  
Other     1.4    
      100.0 %  
Country / Region Summary**   % of Investments  
Euro Region***     33.1 %  
United Kingdom     19.7    
Japan     17.6    
Switzerland     6.1    
Australia     5.3    
Hong Kong     2.9    
Singapore     2.4    
Canada     2.0    
Sweden     1.7    
Denmark     1.2    
China     1.1    
Brazil     1.1    
Korea     1.0    
Taiwan     0.9    
Russia     0.8    
Norway     0.8    
India     0.6    
South Africa     0.5    
Mexico     0.4    
Malaysia     0.2    
Israel     0.2    
Thailand     0.1    
Poland     0.1    
Indonesia     0.1    
Chile     0.1    
      100.0 %  

 

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

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


1




GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 100.0%  
        Affiliated Issuers — 100.0%  
    3,976,249     GMO Emerging Markets Opportunities Fund, Class VI     52,923,870    
    12,162,489     GMO International Growth Equity Fund, Class IV     336,900,951    
    10,966,765     GMO International Intrinsic Value Fund, Class IV     328,564,268    
    TOTAL MUTUAL FUNDS (COST $816,859,686)     718,389,089    
        SHORT-TERM INVESTMENTS — 0.0%  
    40,397     Eurodollar Time Deposit, 2.00%, due 03/03/08     40,397    
    TOTAL SHORT-TERM INVESTMENTS (COST $40,397)     40,397    
          TOTAL INVESTMENTS — 100.0%
(Cost $816,900,083)
    718,429,486    
          Other Assets and Liabilities (net) — (0.0%)     (39,663 )  
    TOTAL NET ASSETS — 100.0%   $ 718,389,823    

 

Notes to Schedule of Investments:

As of February 29, 2008, 87.30% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


2




GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $40,397) (Note 2)   $ 40,397    
Investments in affiliated issuers, at value (cost $816,859,686) (Notes 2 and 8)     718,389,089    
Receivable for Fund shares sold     534,254    
Receivable for expenses reimbursed by Manager (Note 3)     17,951    
Total assets     718,981,691    
Liabilities:  
Payable for investments purchased     534,252    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     813    
Accrued expenses     56,803    
Total liabilities     591,868    
Net assets   $ 718,389,823    
Net assets consist of:  
Paid-in capital   $ 761,832,051    
Accumulated net realized gain     55,028,369    
Net unrealized depreciation     (98,470,597 )  
    $ 718,389,823    
Net assets attributable to:  
Class III shares   $ 718,389,823    
Shares outstanding:  
Class III     34,821,517    
Net asset value per share:  
Class III   $ 20.63    

 

See accompanying notes to the financial statements.


3



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 13,237,710    
Interest     1,145    
Total investment income     13,238,855    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     70,357    
Audit and tax fees     31,279    
Legal fees     13,060    
Trustees fees and related expenses (Note 3)     6,159    
Registration fees     10,150    
Miscellaneous     8,012    
Total expenses     139,017    
Fees and expenses reimbursed by Manager (Note 3)     (129,866 )  
Expense reductions (Note 2)     (34,238 )  
Net expenses     (25,087 )  
Net investment income (loss)     13,263,942    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     3,034,369    
Realized gains distributions from affiliated issuers (Note 8)     95,391,129    
Net realized gain (loss)     98,425,498    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (103,922,554 )  
Net realized and unrealized gain (loss)     (5,497,056 )  
Net increase (decrease) in net assets resulting from operations   $ 7,766,886    

 

See accompanying notes to the financial statements.


4



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Period from
June 5, 2006
(commencement of
operations) through
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 13,263,942     $ 5,620,257    
Net realized gain (loss)     98,425,498       26,438,804    
Change in net unrealized appreciation (depreciation)     (103,922,554 )     5,451,957    
Net increase (decrease) in net assets from operations     7,766,886       37,511,018    
Distributions to shareholders from:  
Net investment income  
Class III     (38,253,569 )     (12,345,406 )  
Net realized gains  
Class III     (36,477,386 )     (1,643,771 )  
      (74,730,955 )     (13,989,177 )  
Net share transactions (Note 7):  
Class III     344,825,641       416,780,789    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     96,754       128,867    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    344,922,395       416,909,656    
Total increase (decrease) in net assets     277,958,326       440,431,497    
Net assets:  
Beginning of period     440,431,497          
End of period (including accumulated undistributed
net investment income of $0 and $4,291, respectively)
  $ 718,389,823     $ 440,431,497    

 

See accompanying notes to the financial statements.


5




GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
June 5, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 22.16     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.47       0.53    
Net realized and unrealized gain (loss)     0.52       2.45    
Total from investment operations     0.99       2.98    
Less distributions to shareholders:  
From net investment income     (1.24 )     (0.72 )  
From net realized gains     (1.28 )     (0.10 )  
Total distributions     (2.52 )     (0.82 )  
Net asset value, end of period   $ 20.63     $ 22.16    
Total Return(b)      3.57 %     14.93 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 718,390     $ 440,431    
Net expenses to average daily net assets(c)(d)      0.00 %(e)      0.00 %*   
Net investment income to average daily net assets(a)      2.04 %     3.32 %*   
Portfolio turnover rate     4 %     1 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.02 %     0.03 %*   
Purchase premiums and redemption fees consisted of the following
per share amounts: 
  $ 0.00 (f)    $ 0.01    

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(c)  Net expenses to average daily net assets were less than 0.01%.

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

(e)  The net expense ratio does not include the effect of expense reductions.

(f)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


6




GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return greater than that of the MSCI EAFE Index (Europe, Australasia, and Far East). The Fund is a fund of funds and invests primarily in shares of the GMO International Equity Funds (which may include one or more of the GMO Emerging Markets Funds). The Fund may also invest in shares of other GMO Funds, including the GMO Fixed Income Funds, GMO Alpha Only Fund, and GMO Alternative Asset Opportunity Fund.

The financial statements of the series of the Trust in which the Fund invests ("underlying funds") should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.

Investments held by the underlying funds are valued as follows. 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 generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as


7



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. There were no repurchase agreements outstanding at the end of the period.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting


8



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to differing treatment of mutual fund distributions received.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 24,985,336     $ (24,985,336 )   $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 39,207,726     $ 12,345,406    
Long-term capital gains     35,523,229       1,643,771    
Total distributions   $ 74,730,955     $ 13,989,177    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed long-term capital gain  $55,095,813

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 816,967,527     $ 5,805,654     $ (104,343,695 )   $ (98,538,041 )  

 


9



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares are each 0.03% of the amount invested. The Fund's purchase premium or redemption fee are approximately equal to the weighted average of the purchase premiums and redemptions fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.


10



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Investment risks

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

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying funds. The Manager does not directly charge a management fee or shareholder service fee from the Fund, but receives management and shareholder service fees from the underlying funds in which the Fund invests.


11



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees)
  Indirect
Shareholder Service Fees
  Total Indirect
Expenses
 
  0.534 %     0.088 %     0.622 %  

 

      

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $5,361 and $2,983, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $406,291,575 and $27,434,670, 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.


12



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 13.04% of the outstanding shares of the Fund were held by one shareholder. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.

As of February 29, 2008, less than 0.01% of the Fund's shares were held by one related party comprised of a certain GMO employee account.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Period from June 5, 2006
(commencement of operations)
through February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     12,892,226     $ 299,095,066       19,331,326     $ 404,772,482    
Shares issued to shareholders
in reinvestment of distributions
    3,158,687       72,167,816       583,800       12,808,557    
Shares repurchased     (1,108,147 )     (26,437,241 )     (36,375 )     (800,250 )  
Purchase premiums           89,316             128,627    
Redemption fees           7,438             240    
Net increase (decrease)     14,942,766     $ 344,922,395       19,878,751     $ 416,909,656    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging Markets
Opportunities Fund,
Class VI
  $ 30,555,475     $ 20,078,128     $ 2,662,842     $ 1,028,973     $ 3,132,928     $ 52,923,870    
GMO International
Growth Equity Fund,
Class IV
    204,814,359       194,984,028       16,425,685       4,126,964       51,312,823       336,900,951    
GMO International Intrinsic
Value Fund, Class IV
    205,050,535       191,229,419       8,346,143       8,081,773       40,945,378       328,564,268    
Totals   $ 440,420,369     $ 406,291,575     $ 27,434,670     $ 13,237,710     $ 95,391,129     $ 718,389,089    

 


13




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Opportunities Equity Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Opportunities Equity Allocation Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


14



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.62 %   $ 1,000.00     $ 962.10     $ 3.02    
2) Hypothetical     0.62 %   $ 1,000.00     $ 1,021.78     $ 3.12    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


15



GMO International Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $35,523,229 from long-term capital gains.

For taxable, non-corporate shareholders, 40.80% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $22,765,695 and $957,523, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


16



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).
    47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


18



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO Strategic Opportunities Allocation Fund returned +3.2% for the fiscal year ended February 29, 2008, as compared to +1.6% for the Fund's benchmark, the GMO Strategic Opportunities Allocation Index (75% MSCI World Index / 25% Lehman Brothers U.S. Aggregate Index) for the same period. During the fiscal year the Fund was exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting 2.9%. The primary drivers of the underperformance were negative relative returns from the GMO U.S. Core Equity, GMO International Intrinsic Value, GMO Emerging Markets Opportunities, GMO Strategic Fixed Income, and GMO Inflation Indexed Plus Bond Funds.

Asset allocation added 4.5%. The Fund's underweight to equities and overweights to emerging market equities and inflation-indexed bonds were the primary drivers of the outperformance.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .04% on the purchase and .04% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.

*   The GMO Strategic Opportunities Allocation Index is a composite benchmark computed by GMO and comprised of 75% MSCI World Index and 25% Lehman Brothers U.S. Aggregate Index.



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     66.0 %  
Debt Obligations     21.1    
Short-Term Investments     9.8    
Cash and Cash Equivalents     7.8    
Preferred Stocks     1.2    
Forward Currency Contracts     0.1    
Options Purchased     0.1    
Loan Participations     0.0    
Loan Assignments     0.0    
Rights and Warrants     0.0    
Private Equity Securities     0.0    
Investment Funds     0.0    
Promissory Notes     0.0    
Convertible Securities     0.0    
Written Options     (0.0 )  
Reverse Repurchase Agreements     (0.2 )  
Swaps     (2.5 )  
Futures     (5.0 )  
Other     1.6    
      100.0 %  

 

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


1



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Country / Region Summary**   % of Investments  
United States     57.5 %  
Euro Region***     11.9    
Japan     6.3    
United Kingdom     5.9    
Switzerland     2.3    
Australia     1.9    
Brazil     1.6    
China     1.6    
Korea     1.5    
Taiwan     1.3    
Russia     1.2    
Hong Kong     0.9    
India     0.9    
Canada     0.8    
Singapore     0.8    
South Africa     0.7    
Mexico     0.6    
Denmark     0.5    
Sweden     0.5    
Israel     0.2    
Malaysia     0.2    
Norway     0.2    
Poland     0.2    
Argentina     0.1    
Chile     0.1    
Indonesia     0.1    
Philippines     0.1    
Thailand     0.1    
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds except for GMO Alpha Only Fund. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


2




GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
      MUTUAL FUNDS — 100.0%  
      Affiliated Issuer — 100.0%  
    8,153,408     GMO Alpha Only Fund, Class IV     90,584,368    
    2,808,764     GMO Core Plus Bond Fund, Class IV     26,514,728    
    570,923     GMO Emerging Country Debt Fund, Class IV     5,743,483    
    7,808,129     GMO Emerging Markets Opportunities Fund, Class VI     103,926,197    
    585,639     GMO International Bond Fund, Class III     5,569,426    
    5,651,465     GMO International Growth Equity Fund, Class IV     156,545,575    
    5,328,994     GMO International Intrinsic Value Fund, Class IV     159,656,664    
    2,737,777     GMO Special Situations Fund, Class VI     58,396,773    
    9,190,544     GMO Strategic Fixed Income Fund, Class VI     216,621,119    
    5,822,517     GMO U.S. Core Equity Fund, Class VI     69,986,654    
    10,045,554     GMO U.S. Quality Equity Fund, Class VI     206,637,036    
    TOTAL MUTUAL FUNDS (COST $1,157,113,197)     1,100,182,023    
      SHORT-TERM INVESTMENTS — 0.0%  
    46,920     Eurodollar Time Deposit, 2.00%, due 03/03/08     46,920    
    TOTAL SHORT-TERM INVESTMENTS (COST $46,920)     46,920    
          TOTAL INVESTMENTS — 100.0%
(Cost $1,157,160,117)
    1,100,228,943    
          Other Assets and Liabilities (net) — (0.0%)     (63,435 )  
    TOTAL NET ASSETS — 100.0%   $ 1,100,165,508    

 

Notes to Schedule of Investments:

As of February 29, 2008, 35.18% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


3




GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $46,920) (Note 2)   $ 46,920    
Investments in affiliated issuers, at value (cost $1,157,113,197) (Notes 2 and 8)     1,100,182,023    
Receivable for Fund shares sold     6,975,230    
Receivable for expenses reimbursed by Manager (Note 3)     19,488    
Total assets     1,107,223,661    
Liabilities:  
Payable for investments purchased     5,568,558    
Payable for Fund shares repurchased     1,424,000    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     1,203    
Accrued expenses     64,392    
Total liabilities     7,058,153    
Net assets   $ 1,100,165,508    
Net assets consist of:  
Paid-in capital   $ 1,117,356,715    
Accumulated undistributed net investment income     5,027,700    
Accumulated net realized gain     34,712,267    
Net unrealized depreciation     (56,931,174 )  
    $ 1,100,165,508    
Net assets attributable to:  
Class III shares   $ 1,100,165,508    
Shares outstanding:  
Class III     48,475,112    
Net asset value per share:  
Class III   $ 22.70    

 

See accompanying notes to the financial statements.


4



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 32,751,401    
Interest     1,114    
Total investment income     32,752,515    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     43,971    
Audit and tax fees     33,754    
Legal fees     17,921    
Trustees fees and related expenses (Note 3)     7,328    
Registration fees     11,497    
Miscellaneous     10,358    
Total expenses     124,829    
Fees and expenses reimbursed by Manager (Note 3)     (113,434 )  
Expense reductions (Note 2)     (17,360 )  
Net expenses     (5,965 )  
Net investment income (loss)     32,758,480    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     (578,425 )  
Realized gains distributions from affiliated issuers (Note 8)     61,919,037    
Net realized gain (loss)     61,340,612    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (89,711,146 )  
Net realized and unrealized gain (loss)     (28,370,534 )  
Net increase (decrease) in net assets resulting from operations   $ 4,387,946    

 

See accompanying notes to the financial statements.


5



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 32,758,480     $ 13,179,426    
Net realized gain (loss)     61,340,612       23,150,965    
Change in net unrealized appreciation (depreciation)     (89,711,146 )     19,527,296    
Net increase (decrease) in net assets from operations     4,387,946       55,857,687    
Distributions to shareholders from:  
Net investment income  
Class III     (43,466,039 )     (18,854,874 )  
Net realized gains  
Class III     (24,846,890 )     (12,242,706 )  
      (68,312,929 )     (31,097,580 )  
Net share transactions (Note 7):  
Class III     634,481,810       137,932,946    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     234,265       59,034    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    634,716,075       137,991,980    
Total increase (decrease) in net assets     570,791,092       162,752,087    
Net assets:  
Beginning of period     529,374,416       366,622,329    
End of period (including accumulated undistributed
net investment income of $5,027,700 and
$9,920, respectively)
  $ 1,100,165,508     $ 529,374,416    

 

See accompanying notes to the financial statements.


6




GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006(a)   
Net asset value, beginning of period   $ 23.71     $ 22.37     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)(b)†      0.99       0.69       0.52    
Net realized and unrealized gain (loss)     (0.15 )     2.17       2.34    
Total from investment operations     0.84       2.86       2.86    
Less distributions to shareholders:  
From net investment income     (1.02 )     (0.90 )     (0.47 )  
From net realized gains     (0.83 )     (0.62 )     (0.02 )  
Total distributions     (1.85 )     (1.52 )     (0.49 )  
Net asset value, end of period   $ 22.70     $ 23.71     $ 22.37    
Total Return(c)      3.15 %     12.98 %     14.42 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,100,166     $ 529,374     $ 366,622    
Net expenses to average daily net assets(d)(e)      0.00 %(f)      0.00 %     0.00 %*   
Net investment income to average daily net assets(b)      4.05 %     2.98 %     3.22 %*   
Portfolio turnover rate     47 %     23 %     10 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.01 %     0.02 %     0.06 %*   
Purchase premiums and redemption fees consisted of the following
per share amounts: 
  $ 0.01     $ 0.00 (g)    $ 0.02    

 

(a)  Period from May 31, 2005 (commencement of operations) through February 28, 2006.

(b)  Net investment income is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.

(c)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  Net expenses exclude expenses incurred indirectly through investments in the underlying funds (See Note 3).

(e)  Net expenses to average daily net assets were less than 0.01%.

(f)  The net expense ratio does not include the effect of expense reductions.

(g)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


7




GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

GMO Strategic Opportunities Allocation Fund (the "Fund"), which commenced operations on May 31, 2005, is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide Funds into classes.

The Fund seeks total return greater than that of its benchmark, the GMO Strategic Opportunities Allocation Index. The GMO Strategic Opportunities Allocation Index is a composite index computed by GMO consisting of: (i) the MSCI World Index and (ii) the Lehman Brothers U.S. Aggregate Index in the following proportions: 75% (MSCI World Index) and 25% (Lehman Brothers U.S. Aggregate Index). The Fund is a fund of funds and invests in shares of other GMO Funds ("underlying funds"), which may include the GMO U.S. Equity Funds, the GMO International Equity Funds (including one or more of the GMO Emerging Markets Funds), the GMO Fixed Income Funds, GMO Alpha Only Fund, GMO Alternative Asset Opportunity Fund, and GMO Special Situations Fund.

The financial statements of the underlying funds in which the Fund invests should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com. Shares of GMO Special Situations Fund are not publicly available for direct purchase.

2.  Significant accounting policies

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

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.

Investments held by the underlying funds are valued as follows. 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 generally valued at the


8



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 7.25% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

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. There were no repurchase agreements outstanding at the end of the period.


9



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to differing treatment of mutual fund distributions received, subscription in-kind transactions, partnership interest tax allocations and losses on wash sale transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 15,725,339     $ (13,632,882 )   $ (2,092,457 )  

 


10



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 44,599,754     $ 20,019,094    
Long-term capital gains     23,713,175       11,078,486    
Total distributions   $ 68,312,929     $ 31,097,580    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 7,934,775    
Undistributed long-term capital gain   $ 36,537,471    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,160,399,734     $ 19,595,541     $ (79,766,332 )   $ (60,170,791 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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


11



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.04% of the amount invested or redeemed. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

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


12



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among the designated underlying funds. The Manager does not directly charge a management fee or shareholder service fee, but receives management and shareholder service fees from the underlying funds in which the Fund invests.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).


13



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.416 %     0.073 %     0.018 %     0.507 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $6,252 and $4,058, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $1,051,761,852 and $390,666,627, 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 29, 2008, 34.05% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.


14



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, less than 0.01% of the Fund's shares were held by two related parties comprised of certain GMO employee accounts, and 99.33% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     23,859,232     $ 579,450,743       5,179,484     $ 120,067,340    
Shares issued to shareholders
in reinvestment of distributions
    2,788,898       67,229,949       1,296,097       30,296,691    
Shares repurchased     (502,061 )     (12,198,882 )     (532,650 )     (12,431,085 )  
Purchase premiums           232,499             57,043    
Redemption fees           1,766             1,991    
Net increase (decrease)     26,146,069     $ 634,716,075       5,942,931     $ 137,991,980    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Alpha Only
Fund, Class IV
  $     $ 88,971,312     $ 60,000     $ 1,484,875     $     $ 90,584,368    
GMO Core Plus
Bond Fund,
Class IV
    56,198,149       13,148,287       40,013,611       2,148,287             26,514,728    
GMO Emerging
Country
Debt Fund,
Class IV
    1,744,041       4,203,855             128,558       75,297       5,743,483    
GMO Emerging
Markets
Opportunities
Fund, Class VI
    49,013,342       54,303,508       6,010,895       1,952,474       5,351,034       103,926,197    

 


15



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Inflation
Indexed Plus
Bond Fund,
Class VI
  $ 74,922,001     $ 125,334,552     $ 189,321,518     $ 14,694,417     $ 313,656     $    
GMO International
Bond Fund,
Class III
    4,154,505       1,507,445             507,445             5,569,426    
GMO International
Growth Equity
Fund, Class IV
    103,554,411       123,510,922       46,263,680       2,225,803       25,883,678       156,545,575    
GMO International
Intrinsic Value
Fund, Class IV
    105,015,610       124,424,556       39,100,000       4,285,535       20,639,021       159,656,664    
GMO International
Small Companies
Fund, Class III
    700,667       24,254       696,923             24,254          
GMO Special
Situations Fund,
Class VI
          55,500,000                         58,396,773    
GMO Strategic
Fixed Income
Fund, Class VI
    45,257,955       244,328,858       69,000,000       2,746,089       166,973       216,621,119    
GMO U.S. Core
Equity Fund,
Class VI
    42,352,407       41,580,048       200,000       1,048,368       6,531,680       69,986,654    
GMO U.S. Quality
Equity Fund,
Class VI
    46,463,280       174,924,255             1,529,550       2,933,444       206,637,036    
Totals   $ 529,376,368     $ 1,051,761,852     $ 390,666,627     $ 32,751,401     $ 61,919,037     $ 1,100,182,023    

 


16




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Strategic Opportunities Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Strategic Opportunities Allocation Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


17



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.52 %   $ 1,000.00     $ 979.60     $ 2.56    
2) Hypothetical     0.52 %   $ 1,000.00     $ 1,022.28     $ 2.61    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


18



GMO Strategic Opportunities Allocation Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $23,713,175 from long-term capital gains.

For taxable, non-corporate shareholders, 29.51% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 7.20% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $20,597,677 and $1,133,715, respectively, or if determined to be different, the qualified interest income and qualified short-term capital gains of such year.


19



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary,
Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.
    47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).
    47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


21



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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. Equity Allocation Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO U.S. Equity Allocation Fund returned -6.4% for the fiscal year ended February 29, 2008, as compared to -4.5% for the Russell 3000 Index. During the fiscal year the Fund was exposed substantially to common stocks through its investment in underlying GMO mutual funds.

Implementation was negative, detracting approximately 2.7%, as the GMO U.S. Core Equity, GMO U.S. Small-Mid Cap Value, and GMO U.S. Small/Mid Cap Growth Funds underperformed their respective benchmarks.

Asset allocation added 0.8%. The Fund's overweight to large cap/quality and underweight to small cap equities added to 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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .03% on the purchase and .03% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.

*   Russell 3000 Index Blend represents the S&P 500 Index prior to 2/28/03 and the Russell 3000 Index thereafter.



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     95.3 %  
Short-Term Investments     4.5    
Futures     (0.0 )  
Other     0.2    
      100.0 %  

 

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


1




GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 100.0%  
        Affiliated Issuers — 100.0%  
    4,674,562     GMO U.S. Core Equity Fund, Class VI     56,188,236    
    1,769,106     GMO U.S. Quality Equity Fund, Class VI     36,390,514    
    90,486     GMO U.S. Small/Mid Cap Growth Fund, Class III     1,229,704    
    170,755     GMO U.S. Small/Mid Cap Value Fund, Class III     1,256,760    
    TOTAL MUTUAL FUNDS (COST $107,626,586)     95,065,214    
        SHORT-TERM INVESTMENTS — 0.0%  
    29,673     Eurodollar Time Deposit, 2.00%, due 03/03/08     29,673    
    TOTAL SHORT-TERM INVESTMENTS (COST $29,673)     29,673    
          TOTAL INVESTMENTS — 100.0%
(Cost $107,656,259)
    95,094,887    
          Other Assets and Liabilities (net) — (0.0%)     (28,152 )  
    TOTAL NET ASSETS — 100.0%   $ 95,066,735    

 

See accompanying notes to the financial statements.


2




GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $29,673) (Note 2)   $ 29,673    
Investments in affiliated issuers, at value (cost $107,626,586) (Notes 2 and 8)     95,065,214    
Receivable for expenses reimbursed by Manager (Note 3)     3,538    
Total assets     95,098,425    
Liabilities:  
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     113    
Accrued expenses     31,577    
Total liabilities     31,690    
Net assets   $ 95,066,735    
Net assets consist of:  
Paid-in capital   $ 106,507,163    
Accumulated net realized gain     1,120,944    
Net unrealized depreciation     (12,561,372 )  
    $ 95,066,735    
Net assets attributable to:  
Class III shares   $ 95,066,735    
Shares outstanding:  
Class III     18,597,396    
Net asset value per share:  
Class III   $ 5.11    

 

See accompanying notes to the financial statements.


3



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 2,248,599    
Interest     865    
Total investment income     2,249,464    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     16,725    
Audit and tax fees     27,822    
Legal fees     3,507    
Trustees fees and related expenses (Note 3)     1,211    
Registration fees     1,983    
Miscellaneous     1,449    
Total expenses     52,697    
Fees and expenses reimbursed by Manager (Note 3)     (51,129 )  
Expense reductions (Note 2)     (263 )  
Net expenses     1,305    
Net investment income (loss)     2,248,159    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     512,433    
Realized gains distributions from affiliated issuers (Note 8)     11,034,688    
Net realized gain (loss)     11,547,121    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (18,144,547 )  
Net realized and unrealized gain (loss)     (6,597,426 )  
Net increase (decrease) in net assets resulting from operations   $ (4,349,267 )  

 

See accompanying notes to the financial statements.


4



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 2,248,159     $ 2,844,809    
Net realized gain (loss)     11,547,121       12,470,796    
Change in net unrealized appreciation (depreciation)     (18,144,547 )     (6,163,706 )  
Net increase (decrease) in net assets from operations     (4,349,267 )     9,151,899    
Distributions to shareholders from:  
Net investment income  
Class III     (5,352,652 )     (4,188,192 )  
Net realized gains  
Class III     (11,494,628 )     (12,182,820 )  
      (16,847,280 )     (16,371,012 )  
Net share transactions (Note 7):  
Class III     (33,069,596 )     (16,661,519 )  
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     20,815       46,222    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    (33,048,781 )     (16,615,297 )  
Total increase (decrease) in net assets     (54,245,328 )     (23,834,410 )  
Net assets:  
Beginning of period     149,312,063       173,146,473    
End of period (including accumulated undistributed
net investment income of $0 and $27,768, respectively)
  $ 95,066,735     $ 149,312,063    

 

See accompanying notes to the financial statements.


5




GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 6.38     $ 6.56     $ 6.41     $ 6.40     $ 4.53    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.11       0.10       0.10       0.11       0.08    
Net realized and unrealized gain (loss)     (0.42 )     0.28       0.31       0.34       1.89    
Total from investment operations     (0.31 )     0.38       0.41       0.45       1.97    
Less distributions to shareholders:  
From net investment income     (0.32 )     (0.15 )     (0.12 )     (0.14 )     (0.02 )  
From net realized gains     (0.64 )     (0.41 )     (0.14 )     (0.30 )     (0.08 )  
Total distributions     (0.96 )     (0.56 )     (0.26 )     (0.44 )     (0.10 )  
Net asset value, end of period   $ 5.11     $ 6.38     $ 6.56     $ 6.41     $ 6.40    
Total Return(b)(c)      (6.43 )%     6.48 %     6.45 %     7.18 %     43.72 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 95,067     $ 149,312     $ 173,146     $ 151,378     $ 73,342    
Net expenses to average daily
net assets(d) 
    0.00 %(e)(f)      0.04 %     0.01 %     0.00 %(e)      0.00 %(e)   
Net investment income to average daily
net assets(a) 
    1.78 %     1.63 %     1.52 %     1.75 %     1.43 %  
Portfolio turnover rate     26 %     35 %     13 %     16 %     17 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.04 %     0.18 %     0.51 %     0.54 %     0.58 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts:†(g) 
  $ 0.00     $ 0.00     $ 0.00     $ 0.00     $ 0.00    

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  Net expenses exclude expenses incurred indirectly through investments in the underlying funds (See Note 3).

(e)  Net expenses were less than 0.01%.

(f)  The net expense ratio does not include the effect of expense reductions.

(g)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


6




GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

GMO U.S. Equity Allocation Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, 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 Funds into classes.

The Fund seeks total return greater than that of the Russell 3000 Index. The Fund is a fund of funds and invests primarily in shares of the GMO U.S. Equity Funds ("underlying funds"). The Fund seeks exposure to the securities in the Wilshire 5000 Stock Index through its investments in each of the underlying funds.

The financial statements of the underlying funds should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.

Investments held by the underlying funds are valued as follows. 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 generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.


7



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no repurchase agreements outstanding at the end of the period.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carryforwards, differing treatment of mutual fund distributions received, and losses on wash sale transactions.


8



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 3,076,725     $ (3,076,722 )   $ (3 )  

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 5,350,424     $ 4,188,192    
Long-term capital gains     11,496,856       12,182,820    
Total distributions   $ 16,847,280     $ 16,371,012    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed long-term capital gain   $ 1,635,086    

 

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/29/2012   $ (136,192 )  
Total   $ (136,192 )  

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 108,034,209     $     $ (12,939,322 )   $ (12,939,322 )  

 


9



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.03% of the amount invested or redeemed. The redemption fee is only applicable to shares acquired on or after June 30, 2003. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.


10



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying funds. The Manager does not directly charge an advisory fee or shareholder service fee, but receives management and shareholder service fees from the underlying funds in which the Fund invests.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).


11



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses (excluding
shareholder service fees)
  Indirect
Shareholder
Service Fees
  Total Indirect
Expenses
 
  0.315 %     0.060 %     0.375 %  

 

      

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $1,027 and $355, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $32,161,466 and $68,774,831, 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 29, 2008, 56.96% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, less than 0.01% of the Fund's shares were held by one related party comprised of a certain GMO employee account.


12



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     1,644,319     $ 9,739,477       8,058,092     $ 52,537,795    
Shares issued to shareholders
in reinvestment of distributions
    2,858,946       16,847,279       2,677,850       16,371,012    
Shares repurchased     (9,315,683 )     (59,656,352 )     (13,702,053 )     (85,570,326 )  
Purchase premiums           2,918             21,021    
Redemption fees           17,897             25,201    
Net increase (decrease)     (4,812,418 )   $ (33,048,781 )     (2,966,111 )   $ (16,615,297 )  

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO U.S. Core
Equity Fund, Class VI
  $ 111,984,114     $ 14,750,807     $ 56,412,967     $ 1,728,956     $ 9,667,802     $ 56,188,236    
GMO U.S. Quality
Equity Fund, Class VI
    27,544,376       16,700,495       5,649,461       464,031       712,334       36,390,514    
GMO U.S. Small/Mid Cap
Growth Fund, Class III
    4,712,790       443,721       3,402,412       12,410       431,311       1,229,704    
GMO U.S. Small/Mid Cap
Value Fund, Class III
    5,069,978       266,443       3,309,991       43,202       223,241       1,256,760    
Totals   $ 149,311,258     $ 32,161,466     $ 68,774,831     $ 2,248,599     $ 11,034,688     $ 95,065,214    

 


13




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO U.S. Equity Allocation Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


14



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.38 %   $ 1,000.00     $ 911.30     $ 1.81    
2) Hypothetical     0.38 %   $ 1,000.00     $ 1,022.97     $ 1.91    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


15



GMO U.S. Equity Allocation Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $11,496,856 from long-term capital gains.

For taxable, non-corporate shareholders, 47.02% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 46.32% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $2,901,575 or if determined to be different, the qualified interest income of such year.


16



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/26/1944
  Chairman of
the Board of Trustees
  Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary,
Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.
    47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).
    47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


18



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO World Opportunities Equity Allocation Fund returned +0.7% for the fiscal year ended February 29, 2008, as compared to -0.5% for the Fund's benchmark, the MSCI World Index. During the fiscal year the Fund was fully exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting approximately 1.3% with most of the underperformance coming from the GMO U.S. Core Equity, GMO International Intrinsic Value, and GMO Emerging Markets Opportunities Funds, which underperformed their respective benchmarks.

Asset allocation added 2.6%. The Fund's allocation to emerging market equities, international growth equities, and U.S. high quality equities were the drivers of the outperformance.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .04% on the purchase and .04% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     94.2 %  
Short-Term Investments     4.0    
Preferred Stocks     1.1    
Forward Currency Contracts     0.2    
Rights and Warrants     0.0    
Futures     (0.3 )  
Other     0.8    
      100.0 %  

 

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


1



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Country / Region Summary**   % of Investments  
United States     43.8 %  
Euro Region***     17.0    
United Kingdom     10.0    
Japan     9.2    
Switzerland     3.2    
Australia     2.6    
Hong Kong     1.5    
Brazil     1.3    
China     1.3    
Korea     1.2    
Singapore     1.2    
Canada     1.0    
Taiwan     1.0    
Russia     0.9    
India     0.8    
Sweden     0.8    
Denmark     0.6    
Belgium     0.5    
South Africa     0.5    
Mexico     0.4    
Norway     0.4    
Israel     0.2    
Malaysia     0.2    
Chile     0.1    
Indonesia     0.1    
Poland     0.1    
Thailand     0.1    
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


2




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 100.0%  
        Affiliated Issuers — 100.0%  
    6,052,334     GMO Emerging Markets Opportunities Fund, Class VI     80,556,568    
    8,119,870     GMO International Growth Equity Fund, Class IV     224,920,412    
    7,389,146     GMO International Intrinsic Value Fund, Class IV     221,378,801    
    18,701,273     GMO U.S. Core Equity Fund, Class VI     224,789,300    
    9,368,912     GMO U.S. Quality Equity Fund, Class VI     192,718,528    
    TOTAL MUTUAL FUNDS (COST $1,044,113,182)     944,363,609    
        SHORT-TERM INVESTMENTS — 0.0%  
    49,011     Eurodollar Time Deposit, 2.00%, due 03/03/08     49,011    
    TOTAL SHORT-TERM INVESTMENTS (COST $49,011)     49,011    
            TOTAL INVESTMENTS — 100.0%
(Cost $1,044,162,193)
    944,412,620    
            Other Assets and Liabilities (net) — (0.0%)     (38,194 )  
    TOTAL NET ASSETS — 100.0%   $ 944,374,426    

 

Notes to Schedule of Investments:

As of February 29, 2008, 47.54% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair values prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


3




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $49,011) (Note 2)   $ 49,011    
Investments in affiliated issuers, at value (cost $1,044,113,182) (Notes 2 and 8)     944,363,609    
Receivable for Fund shares sold     1,951    
Receivable for expenses reimbursed by Manager (Note 3)     11,745    
Total assets     944,426,316    
Liabilities:  
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     1,115    
Accrued expenses     50,775    
Total liabilities     51,890    
Net assets   $ 944,374,426    
Net assets consist of:  
Paid-in capital   $ 996,052,050    
Accumulated net realized gain     48,071,949    
Net unrealized depreciation     (99,749,573 )  
    $ 944,374,426    
Net assets attributable to:  
Class III shares   $ 944,374,426    
Shares outstanding:  
Class III     43,502,764    
Net asset value per share:  
Class III   $ 21.71    

 

See accompanying notes to the financial statements.


4



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 16,863,079    
Interest     1,089    
Total investment income     16,864,168    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     45,637    
Audit and tax fees     31,581    
Legal fees     20,719    
Trustees fees and related expenses (Note 3)     9,440    
Registration fees     8,586    
Miscellaneous     9,946    
Total expenses     125,909    
Fees and expenses reimbursed by Manager (Note 3)     (112,173 )  
Expense reductions (Note 2)     (5,817 )  
Net expenses     7,919    
Net investment income (loss)     16,856,249    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     (2,936,910 )  
Realized gains distributions from affiliated issuers (Note 8)     120,691,474    
Net realized gain (loss)     117,754,564    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (134,909,725 )  
Net realized and unrealized gain (loss)     (17,155,161 )  
Net increase (decrease) in net assets resulting from operations   $ (298,912 )  

 

See accompanying notes to the financial statements.


5



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 16,856,249     $ 10,502,950    
Net realized gain (loss)     117,754,564       61,556,022    
Change in net unrealized appreciation (depreciation)     (134,909,725 )     18,645,399    
Net increase (decrease) in net assets from operations     (298,912 )     90,704,371    
Distributions to shareholders from:  
Net investment income  
Class III     (44,014,224 )     (21,344,408 )  
Net realized gains  
Class III     (72,725,181 )     (23,787,413 )  
      (116,739,405 )     (45,131,821 )  
Net share transactions (Note 7):  
Class III     159,046,461       449,303,347    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     42,292       217,986    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    159,088,753       449,521,333    
Total increase (decrease) in net assets     42,050,436       495,093,883    
Net assets:  
Beginning of period     902,323,990       407,230,107    
End of period   $ 944,374,426     $ 902,323,990    

 

See accompanying notes to the financial statements.


6




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006(a)   
Net asset value, beginning of period   $ 24.25     $ 22.49     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)(b)†      0.43       0.40       0.37    
Net realized and unrealized gain (loss)     0.01 (c)      2.93       2.78    
Total from investment operations     0.44       3.33       3.15    
Less distributions to shareholders:  
From net investment income     (1.10 )     (0.73 )     (0.46 )  
From net realized gains     (1.88 )     (0.84 )     (0.20 )  
Total distributions     (2.98 )     (1.57 )     (0.66 )  
Net asset value, end of period   $ 21.71     $ 24.25     $ 22.49    
Total Return(d)      0.72 %     14.94 %     15.90 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 944,374     $ 902,324     $ 407,230    
Net expenses to average daily net assets(e)(f)      0.00 %(g)      0.00 %     0.00 %*   
Net investment income to average daily net assets(b)      1.72 %     1.68 %     2.42 %*   
Portfolio turnover rate     20 %     12 %     5 %**   
Fees and expenses reimbursed by the Manager to average daily net assets:     0.01 %     0.02 %     0.06 %*   
Purchase premiums and redemption fees consisted of the following
per share amounts: 
  $ 0.00 (h)    $ 0.01     $ 0.02    

 

(a)  Period from June 16, 2005 (commencement of operations) through February 28, 2006.

(b)  Net investment income is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.

(c)  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.

(d)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholders.

(e)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(f)  Net expenses to average daily net assets were less than 0.01%.

(g)  The net expense ratio does not reflect the effect of expense reductions.

(h)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


7




GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return greater than that of the MSCI World Index. The Fund is a fund of funds and invests primarily in shares of the GMO International Equity Funds (which may include one or more of the GMO Emerging Markets Funds) and the GMO U.S. Equity Funds. The Fund may also invest in shares of other GMO Funds, including the GMO Fixed Income Funds, GMO Alpha Only Fund, and GMO Alternative Asset Opportunity Fund.

The financial statements of the series of the Trust in which the Fund invests ("underlying funds") should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.

Investments held by the underlying funds are valued as follows. 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 generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as


8



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. There were no repurchase agreements outstanding at the end of the period.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.


9



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

U.S. GAAP and tax accounting differences primarily relate to differing treatment of mutual fund distributions received and losses on wash sale transactions.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 27,157,975     $ (27,157,975 )   $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 44,009,605     $ 21,541,099    
Long-term capital gains     72,729,800       23,590,722    
Total distributions   $ 116,739,405     $ 45,131,821    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed long-term capital gain   $ 48,642,573    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,044,732,817     $ 12,907,473     $ (113,227,670 )   $ (100,320,197 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.


10



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.04% of the amount invested or redeemed. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying funds, some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in


11



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying funds may be more pronounced to the extent that the underlying funds engage in derivative transactions.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying funds. The Manager does not directly charge a management fee or shareholder service fee, but receives management and shareholder service fees from the underlying funds in which the Fund invests.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the


12



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees)
  Indirect
Shareholder
Service Fees
  Total Indirect
Expenses
 
  0.456 %     0.077 %     0.533 %  

 

      

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008, was $8,152 and $4,281, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $374,013,850 and $194,138,941, 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 29, 2008, 13.95% of the outstanding shares of the Fund were held by one shareholder. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.


13



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, less than 0.01% of the Fund's shares were held by one related party, comprised of a certain GMO employee account, and 9.24% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     4,764,267     $ 122,806,681       20,252,428     $ 474,986,993    
Shares issued to shareholders
in reinvestment of distributions
    4,778,197       116,284,024       1,875,834       45,131,675    
Shares repurchased     (3,254,416 )     (80,044,244 )     (3,022,181 )     (70,815,321 )  
Purchase premiums           10,322             189,823    
Redemption fees           31,970             28,163    
Net increase (decrease)     6,288,048     $ 159,088,753       19,106,081     $ 449,521,333    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Currency Hedged
International Equity
Fund, Class III
  $ 62,894,979     $ 22,749,853     $ 73,718,947     $     $ 16,345,829     $    
GMO Emerging Markets
Opportunities Fund,
Class VI
    65,830,487       16,056,648       11,358,442       1,608,069       5,080,167       80,556,568    
GMO International
Growth Equity
Fund, Class IV
    235,863,517       69,036,075       50,494,685       2,994,671       38,529,394       224,920,412    
GMO International
Intrinsic Value
Fund, Class IV
    237,203,364       63,303,211       40,064,061       5,823,917       30,338,533       221,378,801    

 


14



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO International
Small Companies
Fund, Class III
  $ 127,930     $ 4,428     $ 127,246     $     $ 4,428     $    
GMO U.S. Core
Equity Fund, Class VI
    217,211,140       75,375,100       17,875,560       4,346,993       26,426,057       224,789,300    
GMO U.S. Quality
Equity Fund, Class VI
    83,203,919       127,488,535       500,000       2,089,429       3,967,066       192,718,528    
Totals   $ 902,335,336     $ 374,013,850     $ 194,138,941     $ 16,863,079     $ 120,691,474     $ 944,363,609    

 


15




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO World Opportunities Equity Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO World Opportunities Equity Allocation Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


16



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.53 %   $ 1,000.00     $ 946.10     $ 2.56    
2) Hypothetical     0.53 %   $ 1,000.00     $ 1,022.23     $ 2.66    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


17



GMO World Opportunities Equity Allocation Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $72,729,800 from long-term capital gains.

For taxable, non-corporate shareholders, 43.67% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 16.08% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 qualified for the dividends-received deduction.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $25,030,889 or if determined to be different, the qualified interest income of such year.


18



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 – Law and Business2; Vice Chair
(since 2002) and Secretary,
Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.
    47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


19



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).
    47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


20



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

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


21



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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




GMO Alpha Only Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Alpha Only Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Alpha Only Fund returned +8.7% for the fiscal year ended February 29, 2008, as compared to +4.4% for the Citigroup 3-Month Treasury Bill Index. During the fiscal year the Fund was exposed to global equity securities through its investment in underlying GMO mutual funds.

Allocation was positive while implementation was negative as the GMO U.S. Core Equity, GMO International Intrinsic Value, and GMO Emerging Markets Funds underperformed their respective benchmarks.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .10% on the purchase and .10% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited. Performance for Class IV shares will vary due to different fees.



GMO Alpha Only Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Cash and Cash Equivalents     94.7 %  
Common Stocks     80.7    
Short-Term Investments     9.3    
Preferred Stocks     1.5    
Private Equity Securities     0.1    
Investment Funds     0.0    
Debt Obligations     0.0    
Rights and Warrants     0.0    
Convertible Securities     0.0    
Forward Currency Contracts     (0.6 )  
Swaps     (31.0 )  
Futures     (58.2 )  
Other     3.5    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying funds"). Swaps and futures concentrations assume the notional value of the respective contracts.


1




GMO Alpha Only Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 86.4%  
        United States — 86.4%  
        Affiliated Issuers  
    12,609,071     GMO Emerging Markets Fund, Class VI     257,477,237    
    20,973,613     GMO International Growth Equity Fund, Class IV     580,969,085    
    19,374,037     GMO International Intrinsic Value Fund, Class IV     580,446,151    
    50,930,003     GMO U.S. Core Equity Fund, Class VI     612,178,641    
    16,148,468     GMO U.S. Quality Equity Fund, Class VI     332,173,994    
      2,363,245,108    
    TOTAL MUTUAL FUNDS (COST $2,566,438,713)     2,363,245,108    
        SHORT-TERM INVESTMENTS — 5.8%  
    23,400,000     ABN Amro Bank Time Deposit, 3.10%, due 03/03/08     23,400,000    
    135,500,000     ING Bank Time Deposit, 3.13%, due 03/03/08     135,500,000    
    TOTAL SHORT-TERM INVESTMENTS (COST $158,900,000)     158,900,000    
            TOTAL INVESTMENTS — 92.2%
(Cost $2,725,338,713)
    2,522,145,108    
            Other Assets and Liabilities (net) — 7.8%     211,891,414    
    TOTAL NET ASSETS — 100.0%   $ 2,734,036,522    

 

See accompanying notes to the financial statements.


2



GMO Alpha Only Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/Receive   Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys  
5/23/08   AUD     3,634,000     $ 3,348,961     $ (17,213 )  
5/23/08   CHF     5,429,000       5,214,944       5,571    
5/23/08   DKK     3,191,000       648,261       (409 )  
5/23/08   EUR     20,094,000       30,418,163       (20,028 )  
5/23/08   GBP     7,897,000       15,600,287       (3,214 )  
5/23/08   HKD       10,893,000       1,401,891       (256 )  
5/23/08   JPY     1,093,470,000       10,574,763       27,466    
5/23/08   NOK     1,408,000       268,310       (450 )  
5/23/08   SEK     9,258,000       1,495,793       (3,456 )  
5/23/08   SGD     836,000       601,349       (367 )  
    $ 69,572,722     $ (12,356 )  
Sales  
5/23/08   AUD     6,634,000     $ 6,113,651     $ (187,366 )  
5/23/08   AUD     12,141,111       11,188,803       (125,822 )  
5/23/08   AUD     12,141,111       11,188,803       (122,556 )  
5/23/08   AUD     20,354,023       18,757,521       (453,825 )  
5/23/08   CHF     13,015,864       12,502,671       (580,215 )  
5/23/08   CHF     6,626,000       6,364,748       (345,763 )  
5/23/08   CHF     22,561,044       21,671,501       (1,053,853 )  
5/23/08   CHF     12,633,044       12,134,945       (575,909 )  
5/23/08   DKK     7,622,056       1,548,443       (46,134 )  
5/23/08   DKK     7,622,056       1,548,443       (46,057 )  
5/23/08   DKK     7,140,000       1,450,512       (53,607 )  
5/23/08   DKK     12,999,027       2,640,790       (95,275 )  
5/23/08   EUR     17,395,038       26,332,493       (774,311 )  
5/23/08   EUR     17,395,038       26,332,493       (773,441 )  
5/23/08   EUR     41,559,038       62,911,795       (2,391,783 )  
5/23/08   EUR     49,552,038       75,011,545       (2,551,093 )  
5/23/08   EUR     17,395,038       26,332,493       (771,876 )  

 

See accompanying notes to the financial statements.


3



GMO Alpha Only Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Currency Contracts — continued

Settlement
Date
  Deliver/Receive   Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Sales  
5/23/08   EUR     17,395,038     $ 26,332,493     $ (777,460 )  
5/23/08   EUR     17,395,038       26,332,493       (782,574 )  
5/23/08   GBP     18,768,147       37,075,911       (661,577 )  
5/23/08   GBP     19,336,879       38,199,424       (695,992 )  
5/23/08   GBP     18,768,147       37,075,911       (697,424 )  
5/23/08   GBP     10,794,000       21,323,223       (453,337 )  
5/23/08   GBP     14,715,000       29,069,041       (256,335 )  
5/23/08   HKD     31,847,780       4,098,697       (8,307 )  
5/23/08   HKD     51,192,081       6,588,240       (12,143 )  
5/23/08   HKD     46,513,081       5,986,070       (11,740 )  
5/23/08   JPY     4,399,068,633       42,542,648       (1,338,519 )  
5/23/08   JPY     4,527,703,633       43,786,655       (1,607,331 )  
5/23/08   JPY     2,252,668,633       21,785,177       (747,673 )  
5/23/08   JPY     2,252,668,633       21,785,177       (700,080 )  
5/23/08   JPY     2,252,668,633       21,785,177       (750,442 )  
5/23/08   NOK     7,602,000       1,448,644       (58,764 )  
5/23/08   NOK     8,693,995       1,656,735       (41,412 )  
5/23/08   NOK     5,537,000       1,055,136       (62,664 )  
5/23/08   NOK     8,438,289       1,608,008       (38,942 )  
5/23/08   NOK     8,438,289       1,608,008       (40,747 )  
5/23/08   NZD     433,000       341,662       (7,157 )  
5/23/08   NZD     622,868       491,479       (310 )  
5/23/08   SEK     24,184,936       3,907,503       (92,369 )  
5/23/08   SEK     32,770,000       5,294,572       (182,199 )  
5/23/08   SEK     24,184,936       3,907,503       (92,418 )  
5/23/08   SEK     26,218,813       4,236,112       (107,538 )  
5/23/08   SGD     4,652,110       3,346,340       (43,922 )  
5/23/08   SGD     2,544,019       1,829,955       (19,394 )  
5/23/08   SGD     2,544,019       1,829,955       (21,827 )  
5/23/08   SGD     1,418,000       1,019,991       (16,310 )  
    $ 741,379,590     $ (21,275,793 )  

 

See accompanying notes to the financial statements.


4



GMO Alpha Only Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Sales      
  1,157     CAC 40   March 2008   $ 84,268,066     $ 589,641    
  280     DAX   March 2008     71,716,647       6,648,910    
  1,517     FTSE 100   March 2008     175,797,175       5,872,898    
  119     HANG SENG   March 2008     18,512,267       (471,836 )  
  166     IBEX 35   March 2008     33,278,303       157,620    
  1,224     OMXS 30   March 2008     19,215,258       (180,099 )  
  536     Russell 2000   March 2008     184,062,400       16,513,531    
  414     Russell 2000 Mini   March 2008     28,433,520       1,101,752    
  1,957     S&P 500 E-MINI   March 2008     130,267,705       2,004,156    
  1,742     S&P 500   March 2008     579,781,150       50,209,845    
  123     S&P/MIB   March 2008     31,433,607       2,305,757    
  408     SPI 200   March 2008     52,868,071       2,610,037    
  1,321     TOPIX   March 2008     167,906,488       9,837,272    
    $ 1,577,540,657     $ 97,199,484    

 

Swap Agreements

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Market
Value
 
  163,008,881     USD   3/7/2008   Citi Group   S&P Mid   3 month    
   
                Cap Index   LIBOR -0.26%   $ 19,268,730    
  684,005,819     USD   6/17/2008   Deutsche Bank   MSCI EAFE
Equity Index
  3 month
LIBOR -0.15%
    42,780,537    
                Premiums to (Pay) Receive   $     $ 62,049,267    

 

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


5



GMO Alpha Only Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

LIBOR - London Interbank Offered Rate

As of February 29, 2008, 43.63% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair value prices based on models used by a third party vendor (Note 2).

Currency Abbreviations:

AUD - Australian Dollar

CHF - Swiss Franc

DKK - Danish Krone

EUR - Euro

GBP - British Pound

HKD - Hong Kong Dollar

JPY - Japanese Yen

NOK - Norwegian Krone

SEK - Swedish Krona

SGD - Singapore Dollar

USD - United States Dollar

See accompanying notes to the financial statements.


6




GMO Alpha Only Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $158,900,000) (Note 2)   $ 158,900,000    
Investments in affiliated issuers, at value (cost $2,566,438,713) (Notes 2 and 8)     2,363,245,108    
Cash     11,144    
Foreign currency, at value (cost $722) (Note 2)     730    
Receivable for Fund shares sold     112,894,403    
Interest receivable     13,777    
Unrealized appreciation on open forward currency contracts (Note 2)     33,037    
Receivable for collateral on open futures contracts (Note 2)     105,706,000    
Receivable for collateral on open swap contracts (Note 2)     117,156    
Receivable for variation margin on open futures contracts (Note 2)     35,723,338    
Receivable for open swap contracts (Note 2)     62,049,267    
Receivable for expenses reimbursed by Manager (Note 3)     1,042,482    
Total assets     2,839,736,442    
Liabilities:  
Payable for Fund shares repurchased     82,970,853    
Payable to affiliate for (Note 3):  
Management fee     1,009,818    
Shareholder service fee     208,782    
Trustees and Chief Compliance Officer of GMO Trust fees     2,322    
Unrealized depreciation on open forward currency contracts (Note 2)     21,321,186    
Accrued expenses     186,959    
Total liabilities     105,699,920    
Net assets   $ 2,734,036,522    

 

See accompanying notes to the financial statements.


7



GMO Alpha Only Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008 — (Continued)

Net assets consist of:  
Paid-in capital   $ 2,613,009,097    
Distributions in excess of net investment income     (4,242,356 )  
Accumulated net realized gain     190,502,776    
Net unrealized depreciation     (65,232,995 )  
    $ 2,734,036,522    
Net assets attributable to:  
Class III shares   $ 176,066,785    
Class IV shares   $ 2,557,969,737    
Shares outstanding:  
Class III     15,846,259    
Class IV     230,307,263    
Net asset value per share:  
Class III   $ 11.11    
Class IV   $ 11.11    

 

See accompanying notes to the financial statements.


8



GMO Alpha Only Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 30,677,610    
Interest     8,817,644    
Total investment income     39,495,254    
Expenses:  
Management fee (Note 3)     9,547,627    
Shareholder service fee – Class III (Note 3)     228,819    
Shareholder service fee – Class IV (Note 3)     1,756,980    
Custodian and fund accounting agent fees     207,061    
Transfer agent fees     41,879    
Audit and tax fees     68,349    
Legal fees     48,104    
Trustees fees and related expenses (Note 3)     17,911    
Registration fees     28,125    
Miscellaneous     15,658    
Total expenses     11,960,513    
Fees and expenses reimbursed by Manager (Note 3)     (392,849 )  
Expense reductions (Note 2)     (35,002 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (8,193,155 )  
Shareholder service fee waived (Note 3)     (1,237,972 )  
Net expenses     2,101,535    
Net investment income (loss)     37,393,719    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     83,910,382    
Realized gains distributions from affiliated issuers (Note 8)     223,211,919    
Closed futures contracts     18,079,921    
Closed swap contracts     (39,386,867 )  
Foreign currency, forward contracts and foreign currency related transactions     (16,118,739 )  
Net realized gain (loss)     269,696,616    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (289,068,584 )  
Open futures contracts     91,559,565    
Open swap contracts     71,234,056    
Foreign currency, forward contracts and foreign currency related transactions     (20,259,810 )  
Net unrealized gain (loss)     (146,534,773 )  
Net realized and unrealized gain (loss)     123,161,843    
Net increase (decrease) in net assets resulting from operations   $ 160,555,562    

 

See accompanying notes to the financial statements.


9



GMO Alpha Only Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 37,393,719     $ 33,573,903    
Net realized gain (loss)     269,696,616       (31,773,569 )  
Change in net unrealized appreciation (depreciation)     (146,534,773 )     44,611,020    
Net increase (decrease) in net assets from operations     160,555,562       46,411,354    
Distributions to shareholders from:  
Net investment income  
Class III     (3,121,593 )     (3,116,898 )  
Class IV     (37,623,319 )     (35,538,281 )  
Total distributions from net investment income     (40,744,912 )     (38,655,179 )  
Net share transactions (Note 7):  
Class III     (140,995 )     (1,295,354,534 )  
Class IV     752,392,494       1,687,179,844    
Increase (decrease) in net assets resulting from net share
transactions
    752,251,499       391,825,310    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     148,551       121,944    
Class IV     1,407,214       553,818    
Increase in net assets resulting from purchase premiums
and redemption fees
    1,555,765       675,762    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    753,807,264       392,501,072    
Total increase (decrease) in net assets     873,617,914       400,257,247    
Net assets:  
Beginning of period     1,860,418,608       1,460,161,361    
End of period (including distributions in excess of net investment
income of $4,242,356 and $393,793, respectively)
  $ 2,734,036,522     $ 1,860,418,608    

 

See accompanying notes to the financial statements.


10




GMO Alpha Only Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 10.42     $ 10.36     $ 10.26     $ 9.99     $ 9.63    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.21       0.17       0.16       0.19       0.17    
Net realized and unrealized gain (loss)     0.70       0.10       0.31       0.08       0.19    
Total from investment operations     0.91       0.27       0.47       0.27       0.36    
Less distributions to shareholders:  
From net investment income     (0.22 )     (0.21 )     (0.37 )              
Total distributions     (0.22 )     (0.21 )     (0.37 )              
Net asset value, end of period   $ 11.11     $ 10.42     $ 10.36     $ 10.26     $ 9.99    
Total Return(b)      8.74 %     2.64 %     4.63 %     2.70 %     3.74 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 176,067     $ 166,626     $ 1,460,161     $ 179,488     $ 74,841    
Net expenses to average daily net assets(c)      0.16 %(d)      0.15 %     0.10 %     0.18 %     0.26 %  
Net investment income to average daily
net assets(a) 
    1.91 %     1.66 %     1.52 %     1.94 %     1.72 %  
Portfolio turnover rate     44 %     22 %     40 %     19 %     11 %  
Fees and expenses reimbursed and/or waived by
the Manager to average daily net assets:
    0.51 %     0.53 %     0.59 %     0.62 %     0.72 %  
Purchase premiums and redemption fees
consisted of the following per share amounts: 
  $ 0.01     $ 0.01     $ 0.02     $ 0.01     $ 0.01    

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(c)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


11



GMO Alpha Only Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
March 2, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 10.41     $ 10.37    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.21       0.20    
Net realized and unrealized gain (loss)     0.71       0.06    
Total from investment operations     0.92       0.26    
Less distributions to shareholders:  
From net investment income     (0.22 )     (0.22 )  
Total distributions     (0.22 )     (0.22 )  
Net asset value, end of period   $ 11.11     $ 10.41    
Total Return(b)      8.90 %     2.54 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 2,557,970     $ 1,693,793    
Net expenses to average daily net assets(c)      0.11 %(d)      0.10 %*   
Net investment income to average daily net assets(a)      1.96 %     1.93 %*   
Portfolio turnover rate     44 %     22 %††   
Fees and expenses reimbursed and/or waived by the
Manager to average daily net assets:
    0.51 %     0.53 %*   
Purchase premiums and redemption fees consisted of the following per
share amounts: 
  $ 0.01     $ 0.00 (e)   

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(c)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

(e)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

††  Calculation represents porfolio turnover of the Fund for the year ended February 28, 2007.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


12




GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks to outperform the Citigroup 3-Month Treasury Bill Index. The Fund invests primarily in shares of the GMO U.S. Equity Funds and the GMO International Equity Funds (which may include one or more of the GMO Emerging Markets Funds). The Fund also may invest in shares of GMO Emerging Country Debt Fund ("ECDF"). In addition, the Fund may invest directly in securities of the type in which the underlying funds invest. The Fund invests directly or indirectly in sub-asset classes that it expects to outperform the relevant broader asset class, and seeks to hedge some or all of the expected return (and foreign currency exposure) of the broader asset class. To the extent that the Fund's hedges are effective, the performance of the Fund's portfolio is expected to have a low correlation to the performance of the broader global asset classes in which the Fund directly or indirectly invests. Instead, the Fund is expected to produce returns more like a short-term fixed income fund, with variation in return (alpha) resulting from aggregate outperformance or underperformance of the underlying funds and/or securities as well as the sub-asset classes in which the Fund invests relative to the relevant broader asset classes.

As of February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class IV. Each class of shares bears a different level of shareholder service fees.

The financial statements of the series of the Trust in which the Fund invests ("underlying funds") should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

2.  Significant accounting policies

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


13



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.

Investments held by the underlying funds are valued as follows. 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 generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including 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


14



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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

Options

The Fund may write call and put options. 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


15



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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

Swaps are marked to market daily using 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.


16



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Gains or losses are realized upon early termination of the swap agreements. These financial instruments are not actively traded on financial markets. The values assigned to these instruments are based upon the best available information and because of the uncertainty of the valuation, these values may differ significantly from the values that would have been realized had a ready market for these instruments existed, and the differences could be material. Entering into these agreements involves, to varying degrees, elements of credit, legal, market and documentation risk in excess of the amounts recognized in the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. Swap agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to derivative contract transactions, differing treatment of mutual fund distributions received, foreign currency transactions and losses on wash sale transactions.


17



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ (497,370 )   $ 497,370     $    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 40,744,912     $ 38,655,179    
Total distributions   $ 40,744,912     $ 38,655,179    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 27,377,422    
Undistributed long–term capital gain   $ 266,059,357    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 2,731,066,010     $ 19,318,054     $ (228,238,956 )   $ (208,920,902 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.


18



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 income, common expenses and realized and unrealized gains and losses are allocated pro rata among the classes of shares of the Fund based on the relative net assets of each class. Shareholder service fees, which are directly attributable to a class of shares, are charged to that class's operations. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying funds. Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of the underlying funds at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

Brown Brothers Harriman & Co. ("BBH") serves as custodian and fund accounting agent of the Fund. State Street Bank and Trust Company ("State Street") serves as transfer agent of the Fund. BBH and State Street's fees may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with each agent. Credit balances or expense reimbursements used to reduce fees, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.10% of the amount invested or redeemed. The redemption fee is only applicable to shares acquired on or after June 30, 2003. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007 and the estimated transaction costs of investing directly in securities. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e. changes in the percentage of Fund assets allocated to each underlying fund and direct investments). 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. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.


19



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Investment risks

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

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.50% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan,


20



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares and 0.10% for Class IV shares. The Manager will waive the Fund's shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by a class of shares of the Fund exceeds 0.15% for Class III shares and 0.10% for Class IV shares; provided, however, that the amount of this waiver will not exceed the respective Class' shareholder service fee.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) (collectively, "Excluded Fund Fees and Expenses")) exceed 0.50% of the Fund's average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2008 to the extent that the sum of (a) the Fund's total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in underlying funds (excluding these Funds' Excluded Fund Fees and Expenses) exceeds 0.50% of the Fund's average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.50% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net Expenses
(excluding shareholder
service fees)
  Indirect
Shareholder
Service Fees
  Total Indirect
Expenses
 
  0.445 %     0.065 %     0.510 %  

 

      

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $15,243 and $7,048, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.


21



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

4.  Purchase and sales of securities

Cost of purchases and proceeds from sales of securities, excluding short-term investments and class exchanges, for the year ended February 29, 2008 aggregated $1,685,296,529 and $758,611,000, 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 29, 2008, 81.86% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Two of the shareholders are other funds of the Trust. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.70% of the Fund's shares were held by twenty-six related parties comprised of certain GMO employee accounts, and 99.19% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     7,060,158     $ 77,385,165       11,398,240     $ 118,203,482    
Shares issued to shareholders
in reinvestment of distributions
    219,377       2,393,411       233,076       2,410,625    
Shares repurchased     (7,426,248 )     (79,919,571 )     (136,539,471 )     (1,415,968,641 )  
Purchase premiums           77,245             78,587    
Redemption fees           71,306             43,357    
Net increase (decrease)     (146,713 )   $ 7,556       (124,908,155 )   $ (1,295,232,590 )  

 


22



GMO Alpha Only Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Year Ended
February 29, 2008
  Period from March 2, 2006
(commencement of operations)
through February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     111,659,135     $ 1,226,989,475       177,462,267     $ 1,840,405,225    
Shares issued to shareholders
in reinvestment of distributions
    3,451,680       37,623,319       3,436,637       35,538,033    
Shares repurchased     (47,448,673 )     (512,220,300 )     (18,253,783 )     (188,763,414 )  
Purchase premiums           1,070,665             423,410    
Redemption fees           336,549             130,408    
Net increase (decrease)     67,662,142     $ 753,799,708       162,645,121     $ 1,687,733,662    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging Markets
Fund, Class VI
  $ 194,843,664     $ 200,286,842     $ 144,011,000     $ 2,575,654     $ 45,206,188     $ 257,477,237    
GMO International
Growth Equity Fund,
Class IV
    397,932,659       416,687,590       189,808,000       5,580,563       67,807,028       580,969,085    
GMO International
Intrinsic Value Fund,
Class IV
    399,488,346       426,446,174       183,608,000       10,833,641       53,922,533       580,446,151    
GMO U.S. Core Equity
Fund, Class VI
    421,080,896       443,106,907       160,940,000       7,791,601       50,481,306       612,178,641    
GMO U.S. Quality Equity
Fund, Class VI
    228,372,215       198,769,016       80,244,000       3,896,151       5,794,864       332,173,994    
Totals   $ 1,641,717,780     $ 1,685,296,529     $ 758,611,000     $ 30,677,610     $ 223,211,919     $ 2,363,245,108    

 


23




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Alpha Only Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Alpha Only Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


24



GMO Alpha Only Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table for each class below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as purchase premiums and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III      
1) Actual     0.67 %   $ 1,000.00     $ 1,043.40     $ 3.40    
2) Hypothetical     0.67 %   $ 1,000.00     $ 1,021.53     $ 3.37    
Class IV      
1) Actual     0.62 %   $ 1,000.00     $ 1,043.90     $ 3.15    
2) Hypothetical     0.62 %   $ 1,000.00     $ 1,021.78     $ 3.12    

 

*  Expenses are calculated using each Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


25



GMO Alpha Only Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

For taxable, non-corporate shareholders, 86.28% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 31.69% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 qualified for the dividends-received deduction.


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 – Law and Business2; Vice Chair (since 2002) and Secretary,
Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.
    47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).
    47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


28



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The Class III shares of the GMO Inflation Indexed Plus Bond Fund returned +4.0% for the fiscal year ended February 29, 2008, compared to +14.9% for the Lehman Brothers U.S. Treasury Inflation Notes Index. The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, primarily in the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund underperformed the benchmark during the fiscal year by 10.9%. Cash management was the primary contributor to negative performance for the fiscal year, followed by interest-rate strategy, currency selection, and emerging debt exposure losses.

More than 50% of the fiscal year's underperformance was due to mark-to-market losses in the cash collateral pools of two funds in which the Fund invests a substantial portion of its total assets: the GMO Short Duration Collateral Fund (SDCF) and the GMO World Opportunity Overlay Fund (WOOF). SDCF and WOOF primarily invest cash in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, in order to earn a LIBOR-type return. The cash positions in SDCF and WOOF collateralize derivatives positions that seek to deliver the return of the benchmark as well as create active exposures in global interest-rate and currency markets.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, the cash pools in SDCF and WOOF underperformed LIBOR by nearly 700 basis points, directly contributing to the Inflation Indexed Plus Bond Fund's underperformance given its 70% exposure to these two funds.

Further strategy underperformance was attributable to interest-rate and currency strategies. For much of the fiscal year, the Fund was overweight Australian, Euro-area, Swedish, Swiss, and Canadian interest-rate markets relative to Japanese, U.K., and U.S. markets. However, the U.S., U.K., and Japanese markets were among the top performers, detracting from performance. Similar results came out of two other cross-sectional models implemented in swaps. Further, the slope and volatility strategies also underperformed, leaving only the U.S. Eurodollar directional strategy and opportunistic trading with positive contributions for the year.

In currencies, the largest negative contributors were underweight positions in euros, yen, and Canadian dollars, as well as an overweight position in Australian dollars. Partially offsetting losses were gains from overweight positions in the Swiss franc, Norwegian krone, and sterling. A major risk aversion episode during the fiscal year, prompted by the turmoil in structured credit markets, persisted for much of the third and fourth quarters. Our choice of a defensive currency during this episode, the Swiss franc, was incorrect, as risk aversion manifested itself in a swift rise in the yen, in which the Fund remained underweight. In addition, a drastic change in the relative volatilities of the currencies in August resulted in a shifting of risk positions into less advantageous, and ultimately unprofitable, intra-European trades.

A relatively minor contribution to negative performance came from the small exposure to emerging debt, where spread widening on the asset class contributed negatively, as did negative contributions from country selection.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited. Performance for Class VI shares will vary due to different fees.

*  Class III performance information represents Class VI performance from May 31, 2006 to June 29, 2006 and Class III performance thereafter.



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     91.0 %  
Short-Term Investments     8.4    
Swaps     1.8    
Options Purchased     0.3    
Loan Participations     0.2    
Loan Assignments     0.1    
Rights and Warrants     0.0    
Promissory Notes     0.0    
Written Options     (0.1 )  
Futures     (0.2 )  
Reverse Repurchase Agreements     (0.6 )  
Forward Currency Contracts     (0.8 )  
Other     (0.1 )  
      100.0 %  
Country / Region Summary**   % of Investments  
United States     82.9 %  
Japan     7.3    
Australia     4.8    
Canada     3.5    
Euro Region***     3.1    
Switzerland     2.6    
Emerging     2.6    
United Kingdom     (6.8 )  
      100.0 %  

 

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

**    The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


1




GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value ($) /
Shares
  Description   Value ($)  
      DEBT OBLIGATIONS — 23.7%  
      Corporate Debt — 6.8%  
    13,850,000     JP Morgan & Co. Series MTN, Variable Rate, CPI + 4.00%, 5.89%, due 02/15/12     15,574,325    
      U.S. Government — 16.9%  
    9,739,725     U.S. Treasury Inflation Indexed Bond, 3.63%, due 04/15/28 (a)      12,838,175    
    8,020,800     U.S. Treasury Inflation Indexed Bond, 1.75%, due 01/15/28 (a)      8,057,144    
    16,500,150     U.S. Treasury Inflation Indexed Note, 1.63%, due 01/15/15 (a) (b)      17,487,581    
    Total U.S. Government     38,382,900    
    TOTAL DEBT OBLIGATIONS (COST $52,407,138)     53,957,225    
      MUTUAL FUNDS — 73.0%  
      Affiliated Issuers — 73.0%  
    671,595     GMO Emerging Country Debt Fund, Class III     6,756,250    
    4,784,046     GMO Short-Duration Collateral Fund     114,960,626    
    28,918     GMO Special Purpose Holding Fund (c) (d)      36,437    
    1,739,719     GMO World Opportunity Overlay Fund     44,675,992    
    TOTAL MUTUAL FUNDS (COST $168,119,760)     166,429,305    
      SHORT-TERM INVESTMENTS — 2.6%  
      Money Market Funds — 2.6%  
    5,821,180     State Street Institutional Liquid Reserves Fund-Institutional Class     5,821,180    
    TOTAL SHORT-TERM INVESTMENTS (COST $5,821,180)     5,821,180    
          TOTAL INVESTMENTS — 99.3%
(Cost $226,348,078)
    226,207,710    
          Other Assets and Liabilities (net) — 0.7%     1,644,087    
    TOTAL NET ASSETS — 100.0%   $ 227,851,797    

 

See accompanying notes to the financial statements.


2



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys  
3/04/08   AUD     75,200,000     $ 70,052,560     $ 3,578,728    
3/04/08   AUD     600,000       558,930       2,457    
5/06/08   AUD     3,000,000       2,772,176       (47,824 )  
5/06/08   AUD     3,000,000       2,772,176       (13,384 )  
3/11/08   CAD     72,500,000       73,649,528       2,042,710    
4/01/08   CHF     295,200,000       283,497,354       11,824,245    
4/15/08   EUR     100,200,000       151,919,260       7,130,260    
4/15/08   EUR     300,000       454,848       15,372    
3/25/08   GBP     63,000,000       125,012,160       1,040,557    
3/25/08   GBP     1,800,000       3,571,776       37,964    
3/25/08   GBP     1,400,000       2,778,048       504    
4/08/08   NZD     33,500,000       26,642,658       576,137    
4/08/08   NZD     2,700,000       2,147,319       (30,933 )  
4/08/08   NZD     3,300,000       2,624,501       (46,453 )  
                $ 748,453,294     $ 26,110,340    
           
Sales  
3/04/08   AUD     72,800,000     $ 67,816,840     $ (4,300,296 )  
3/04/08   AUD     3,000,000       2,794,650       48,270    
3/11/08   CAD     76,400,000       77,611,364       (343,717 )  
4/01/08   CHF     191,200,000       183,620,237       (8,763,553 )  
4/01/08   CHF     100,000,000       96,035,689       (5,524,846 )  
4/15/08   EUR     50,000,000       75,808,014       (3,562,514 )  
4/15/08   EUR     45,000,000       68,227,213       (2,761,055 )  
3/25/08   GBP     64,600,000       128,187,072       (1,196,392 )  
4/22/08   JPY     197,500,000       1,906,639       (70,796 )  
4/22/08   JPY     60,000,000       579,232       (20,396 )  
4/08/08   NZD     33,000,000       26,245,007       (435,047 )  
                $ 728,831,957     $ (26,930,342 )  
           

 

See accompanying notes to the financial statements.


3



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Cross Currency Contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
3/18/08   EUR 103,800,000     SEK 975,692,880     $ 626,433    
3/18/08   SEK 957,186,620     EUR 101,300,000       (1,420,650 )  
4/29/08   EUR 6,400,000     NOK 50,476,800       (58,740 )  
4/29/08   NOK 14,990,050     EUR 1,900,000       16,531    
    $ (836,426 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  10     Australian Government Bond 3 Yr.   March 2008   $ 915,819     $ 4,529    
  88     Canadian Government Bond 10 Yr.   June 2008     10,541,224       212,460    
  23     Euro BOBL   March 2008     3,887,883       15,385    
  44     Euro Bund   March 2008     7,819,444       41,872    
  15     Japanese Government
Bond 10 Yr. (TSE)
  March 2008     19,992,781       79,223    
    $ 43,157,151     $ 353,469    
Sales      
  427     Australian Government Bond 10 Yr.   March 2008   $ 39,074,859     $ (28,756 )  
  5     Euro BOBL   March 2008     845,192       (3,879 )  
  8     Euro Bund   March 2008     1,421,717       (12,037 )  
  9     U.S. Long Bond (CBT)   June 2008     1,067,625       (24,208 )  
  60     U.S. Treasury Note 10 Yr.   June 2008     7,036,875       (125,762 )  
  102     U.S. Treasury Note 2 Yr. (CBT)   June 2008     21,922,031       (134,107 )  
  12     U.S. Treasury Note 5 Yr. (CBT)   June 2008     1,371,000       (18,496 )  
  120     UK Gilt Long Bond   June 2008     26,302,978       (449,631 )  
    $ 99,042,277     $ (796,876 )  

 

See accompanying notes to the financial statements.


4



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Reverse Repurchase Agreements

Average balance outstanding   $ (160,880,217 )  
Average interest rate     1.19 %  
Maximum balance outstanding   $ (186,334,000 )  
Average shares outstanding     147,274,257    
Average balance per share outstanding   $ (1.09 )  
Days outstanding     92    

 

Average balance outstanding was calculated based on daily balances outstanding during the period that the Fund had entered into reverse repurchase agreements. There were no reverse repurchase agreements outstanding at the end of the period.

Swap Agreements

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  9,300,000     CHF   3/19/2013   JP Morgan   Receive     3.00 %   6 month  
 
            Chase Bank       CHF LIBOR   $ 61,267    
  54,900,000     AUD   3/19/2018   JP Morgan
Chase Bank
  Receive     7.07 %   6 month
AUD BBSW
    (693,958 )  
    Premiums to (Pay) Receive   $ 31,770     $ (632,691 )  

 

Total Return Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Pay   Receive   Market
Value
 
  160,000,000     USD   5/14/2008   Barclays Bank PLC   2.50% to   Barclays TIPS  
 
              maturity   Index Total Return   $ 5,022,524    
    Premiums to (Pay) Receive   $     $ 5,022,524    

 

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

See accompanying notes to the financial statements.


5



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Notes to Schedule of Investments:

BBSW - Bank Bill Swap Reference Rate

CPI - Consumer Price Index

LIBOR - London Interbank Offered Rate

MTN - Medium Term Note

TIPS - Treasury Inflation Protected Securities

Variable rate - The rates shown on variable rate notes are the current interest rates at February 29, 2008, which are subject to change based on the terms of the security.

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

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

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

(d)  Underlying investment represents interests in defaulted securities.

Currency Abbreviations:

AUD - Australian Dollar

CAD - Canadian Dollar

CHF - Swiss Franc

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

NOK - Norwegian Krone

NZD - New Zealand Dollar

SEK - Swedish Krona

USD - United States Dollar

See accompanying notes to the financial statements.


6




GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $58,228,318) (Note 2)   $ 59,778,405    
Investments in affiliated issuers, at value (cost $168,119,760) (Notes 2 and 8)     166,429,305    
Receivable for Fund shares sold     2,748    
Interest receivable     230,704    
Unrealized appreciation on open forward currency contracts (Note 2)     26,940,168    
Receivable for open swap contracts (Note 2)     5,083,791    
Receivable for closed swap contracts (Note 2)     106,666    
Receivable for expenses reimbursed by Manager (Note 3)     78,212    
Total assets     258,649,999    
Liabilities:  
Payable to affiliate for (Note 3):  
Management fee     222,432    
Shareholder service fee     62,795    
Trustees and Chief Compliance Officer of GMO Trust fees     1,016    
Unrealized depreciation on open forward currency contracts (Note 2)     28,596,596    
Payable for open swap contracts (Note 2)     693,958    
Payable for variation margin on open futures contracts (Note 2)     885,409    
Accrued expenses     335,996    
Total liabilities     30,798,202    
Net assets   $ 227,851,797    
Net assets consist of:  
Paid-in capital   $ 505,360,653    
Distributions in excess of net investment income     (126,305,693 )  
Accumulated net realized loss     (153,384,563 )  
Net unrealized appreciation     2,181,400    
    $ 227,851,797    
Net assets attributable to:  
Class III shares   $ 137,492,158    
Class VI shares   $ 90,359,639    
Shares outstanding:  
Class III     5,846,005    
Class VI     3,843,181    
Net asset value per share:  
Class III   $ 23.52    
Class VI   $ 23.51    

 

See accompanying notes to the financial statements.


7



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 141,857,199    
Interest     19,488,717    
Total investment income     161,345,916    
Expenses:  
Management fee (Note 3)     7,029,418    
Shareholder service fee – Class III (Note 3)     362,310    
Shareholder service fee – Class IV (Note 3)     166,315    
Shareholder service fee – Class VI (Note 3)     1,322,152    
Custodian, fund accounting agent and transfer agent fees     923,853    
Audit and tax fees     84,038    
Legal fees     82,912    
Trustees fees and related expenses (Note 3)     23,144    
Registration fees     23,366    
Interest expense (Note 2)     1,920,718    
Miscellaneous     19,431    
Total expenses     11,957,657    
Fees and expenses reimbursed by Manager (Note 3)     (1,103,298 )  
Expense reductions (Note 2)     (310 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (359,244 )  
Shareholder service fee waived (Note 3)     (127,822 )  
Net expenses     10,366,983    
Net investment income (loss)     150,978,933    

 

See accompanying notes to the financial statements.


8



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008 — (Continued)

Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers   $ 7,647,924    
Investments in affiliated issuers     (186,629,546 )  
Realized gains distributions from affiliated issuers (Note 8)     3,932,304    
Closed futures contracts     (111,142,215 )  
Closed swap contracts     340,875,631    
Foreign currency, forward contracts and foreign currency related transactions     (65,025,759 )  
Net realized gain (loss)     (10,341,661 )  
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     (2,453,003 )  
Investments in affiliated issuers     (647,015 )  
Open futures contracts     8,442,738    
Open swap contracts     (28,598,488 )  
Foreign currency, forward contracts and foreign currency related transactions     (7,209,864 )  
Net unrealized gain (loss)     (30,465,632 )  
Net realized and unrealized gain (loss)     (40,807,293 )  
Net increase (decrease) in net assets resulting from operations   $ 110,171,640    

 

See accompanying notes to the financial statements.


9



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Period from May 31, 2006
(commencement of operations)
through February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 150,978,933     $ 54,489,316    
Net realized gain (loss)     (10,341,661 )     942,418    
Change in net unrealized appreciation (depreciation)     (30,465,632 )     32,647,032    
Net increase (decrease) in net assets from operations     110,171,640       88,078,766    
Distributions to shareholders from:*  
Net investment income  
Class III     (26,975,972 )     (9,719,161 )  
Class IV     (14,948,171 )     (5,271,677 )  
Class VI     (347,623,757 )     (58,674,899 )  
Total distributions from net investment income     (389,547,900 )     (73,665,737 )  
Net realized gains  
Class III     (643,125 )     (511,535 )  
Class IV     (654,425 )     (275,565 )  
Class VI     (7,445,282 )     (3,015,693 )  
Total distributions from net realized gains     (8,742,832 )     (3,802,793 )  
      (398,290,732 )     (77,468,530 )  
Net share transactions (Note 7):  
Class III     (103,779,537 )     258,555,425    
Class IV     (83,542,832 )     94,165,574    
Class VI     (1,526,536,264 )     1,866,498,287    
Increase (decrease) in net assets resulting from net share
transactions
    (1,713,858,633 )     2,219,219,286    
Total increase (decrease) in net assets     (2,001,977,725 )     2,229,829,522    
Net assets:  
Beginning of period     2,229,829,522          
End of period (including distributions in excess of net investment
income of $126,305,693 and $2,070,467, respectively)
  $ 227,851,797     $ 2,229,829,522    

 

*  The Fund distributed $96,096,773 from ordinary income in January and February 2008. The final tax classification of these distributions may change as it will depend on the Fund's taxable income for the full tax year ended December 31, 2008.

See accompanying notes to the financial statements.


10




GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
June 29, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 25.47     $ 24.96    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      1.13       0.75    
Net realized and unrealized gain (loss)     (0.21 )     0.68    
Total from investment operations     0.92       1.43    
Less distributions to shareholders:  
From net investment income     (2.81 )     (0.87 )  
From net realized gains     (0.06 )     (0.05 )  
Total distributions     (2.87 )     (0.92 )  
Net asset value, end of period   $ 23.52     $ 25.47    
Total Return(b)      3.95 %     5.79 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 137,492     $ 260,205    
Net operating expenses to average daily net assets(c)      0.37 %(d)      0.39 %*   
Interest expense to average daily net assets     0.07 %        
Total net expenses to average daily net assets     0.44 %(d)      0.39 %*   
Net investment income to average daily net assets(a)      4.51 %     4.37 %*   
Portfolio turnover rate     131 %     37 %††   
Fees and expenses reimbursed and/or waived by the Manager to
average daily net assets:
    0.06 %     0.06 %*   

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

††  Calculation represents portfolio turnover of the Fund for the period from May 31, 2006 (commencement of operations) through February 28, 2007.

See accompanying notes to the financial statements.


11



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

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

    Period from
March 1, 2007
through
February 13, 2008
  Period from
July 18, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 25.48     $ 25.07    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      1.22       0.65    
Net realized and unrealized gain (loss)     (0.76 )     0.69    
Total from investment operations     0.46       1.34    
Less distributions to shareholders:  
From net investment income     (2.81 )     (0.88 )  
From net realized gains     (0.06 )     (0.05 )  
Total distributions     (2.87 )     (0.93 )  
Net asset value, end of period   $ 23.07 (e)    $ 25.48    
Total Return(b)      1.94 %**      5.39 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $     $ 94,783    
Net operating expenses to average daily net assets(c)      0.33 %*(d)      0.33 %*   
Interest expense to average daily net assets     0.07 %*         
Total net expenses to average daily net assets     0.40 %*(d)      0.33 %*   
Net investment income to average daily net assets(a)      5.05 %*      4.10 %*   
Portfolio turnover rate     131 %†††      37 %††   
Fees and expenses reimbursed and/or waived by the Manager to
average daily net assets:
    0.06 %*      0.06 %*   

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

(e)  Represents the ending net asset value per share upon the liquidation of the class.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

††  Calculation represents portfolio turnover of the Fund for the period from May 31, 2006 (commencement of operations) through February 28, 2007.

†††  Calculation represents portfolio turnover of the Fund for the year ended February 29, 2008.

See accompanying notes to the financial statements.


12



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

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

    Year Ended
February 29, 2008
  Period from
May 31, 2006
(commencement of
operations) through
February 28, 2007
 
Net asset value, beginning of period   $ 25.48     $ 25.00    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      1.38       0.83    
Net realized and unrealized gain (loss)     (0.45 )     0.60    
Total from investment operations     0.93       1.43    
Less distributions to shareholders:  
From net investment income     (2.84 )     (0.90 )  
From net realized gains     (0.06 )     (0.05 )  
Total distributions     (2.90 )     (0.95 )  
Net asset value, end of period   $ 23.51     $ 25.48    
Total Return(b)      4.00 %     5.75 %**   
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 90,360     $ 1,874,841    
Net operating expenses to average daily net assets(c)      0.29 %(d)      0.29 %*   
Interest expense to average daily net assets     0.07 %        
Total net expenses to average daily net assets     0.36 %(d)      0.29 %*   
Net investment income to average daily net assets(a)      5.48 %     4.33 %*   
Portfolio turnover rate     131 %     37 %**   
Fees and expenses reimbursed and/or waived by the Manager to
average daily net assets:
    0.06 %     0.06 %*   

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Net expenses exclude expenses incurred indirectly through investment in underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


13




GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of the Lehman Brothers U.S. Treasury Inflation Notes Index. The Fund primarily makes investments that are indexed or otherwise "linked" to general measures of inflation in the country of issue. The Fund seeks additional returns by investing in global interest rate, currency, and emerging country debt markets. The Fund may invest a substantial portion of its assets in shares of GMO Short-Duration Collateral Fund; in inflation indexed bonds issued by the U.S. and foreign governments and their agencies or instrumentalities (including securities neither guaranteed nor insured by the U.S. government), including Inflation-Protected Securities issued by the U.S. Treasury (TIPS), and inflation indexed bonds issued by corporations; in shares of GMO World Opportunity Overlay Fund; in futures contracts, swap contracts, currency forwards, currency options and other types of derivatives; up to 5% of the Fund's total assets in sovereign debt of emerging countries (including below investment grade securities), primarily through investment in shares of GMO Emerging Country Debt Fund; and in non-inflation indexed (or nominal) fixed income securities issued by the U.S. and foreign governments and their agencies or instrumentalities (including securities neither guaranteed nor insured by the U.S. Government) and by corporations (to gain direct exposure to such securities and/or for use as part of a synthetic position).

As of February 29, 2008, the Fund had two classes of shares outstanding: Class III and Class VI. Class IV shares were liquidated on February 13, 2008. Class VI, Class III and Class IV commenced operations on May 31, 2006, June 29, 2006 and July 18, 2006, respectively. Each class of shares bears a different level of shareholder service fees.

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

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


14



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 30.78% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $187,563 through SPHF in conjunction with settlement agreements related to the default of those securities.


15



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


16



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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.


17



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Loan agreements

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. The Fund's investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. A loan is often administered by a bank or other financial institution (the "lender") that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan agreement and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. There were no loan agreements outstanding at the end of the period.

Indexed securities

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

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated


18



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. There were no reverse repurchase agreements outstanding at the end of the period.


19



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.

Taxes and distributions

The Fund intends to qualify each tax year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund has adopted a tax year-end of December 31. Unless otherwise indicated, all applicable tax disclosures reflect tax adjusted balances as of December 31, 2007. The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences as of December 31, 2007 primarily relate to capital loss carryforwards, derivative contract transactions, differing treatment of mutual fund distributions received, foreign currency transactions, losses on wash sale transactions, partnership interest tax allocations and post-October capital and currency losses.


20



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The following reclassification represents the amount necessary to report the stated components of net assets on a tax basis, excluding certain temporary differences, as of December 31, 2007. The financial highlights exclude these adjustments.

Distributions
in Excess of Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ 114,333,741     $ (114,333,741 )   $    

 

The tax character of distributions declared to shareholders is as follows:

    12/31/2007   12/31/2006  
Ordinary income (including any
short-term capital gains)
  $ 302,193,959     $ 77,468,530    
Total distributions   $ 302,193,959     $ 77,468,530    

 

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

As of December 31, 2007, the Fund elected to defer to January 1, 2008 post-October capital and currency losses of $11,560,236 and $27,059,368, respectively.

As of December 31, 2007, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

12/31/2015   $ (33,561,953 )  
Total   $ (33,561,953 )  

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 235,802,616     $ 1,633,889     $ (11,228,795 )   $ (9,594,906 )  

 


21



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund made distributions from net investment income to shareholders subsequent to the close of its tax year ended December 31, 2007. Such distributions were made in connection with significant redemption activity in January and February 2008. The stated components of net assets in the Statement of Assets and Liabilities have not been adjusted to reflect permanent U.S. GAAP to tax accounting differences, if any, occurring subsequent to December 31, 2007. Any such differences will have no impact on the Fund's net assets or net asset value per share.

The final tax classification of the distributions made after December 31, 2007 will depend on the Fund's taxable income for the full tax year ended December 31, 2008. Additionally, utilization of certain capital losses realized through the Fund's fiscal year ended February 29, 2008 and/or losses which may be realized in tax years subsequent to December 31, 2007 could be subject to limitations imposed by the Code.

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.


22



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Recently issues accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.25% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets of each class at the annual rate of 0.15% for Class III shares, 0.10% for Class IV shares and 0.055% for Class VI shares. The Manager will waive the Fund's shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by a class of shares of the Fund exceeds 0.15% for Class III shares, 0.10% for Class IV shares and 0.055% for Class VI shares; provided, however, that the amount of this waiver will not exceed the respective Class' shareholder service fee.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related


23



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) (collectively, "Excluded Fund Fees and Expenses")) exceed 0.25% of the Fund's average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2008 to the extent that the sum of (a) the Fund's total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in ECDF (excluding ECDF's fees and expenses of the independent trustees of the Trust, fees for legal services not procured or provided by the Manager for the Trust, compensation and expenses of the Trust's CCO (excluding any employee benefits), and investment-related expenses such as brokerage commissions, hedging transaction fees, securities lending fees and expenses, interest expense and transfer taxes), exceeds 0.25% of the Fund's average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.014 %     0.005 %     0.037 %     0.056 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $21,795 and $15,163, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations and class exchanges, were as follows:

    Purchases   Sales  
U.S. Government securities   $ 377,293,110     $ 704,235,437    
Investments (non-U.S. Government securities)     3,144,617,536       4,602,147,520    

 


24



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 96.37% of the outstanding shares of the Fund were held by three shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.10% of the Fund's shares were held by twelve related parties comprised of certain GMO employee accounts.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Period from June 29, 2006
(commencement of operations)
through February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     7,753,239     $ 195,318,795       15,451,865     $ 389,950,136    
Shares issued to shareholders
in reinvestment of distributions
    1,015,942       24,078,255       316,658       7,932,294    
Shares repurchased     (13,137,888 )     (323,176,587 )     (5,553,811 )     (139,327,005 )  
Net increase (decrease)     (4,368,707 )   $ (103,779,537 )     10,214,712     $ 258,555,425    

 


25



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

    Period Ended
February 13, 2008*
  Period from July 18, 2006
(commencement of operations)
through February 28, 2007
 
Class IV:   Shares   Amount   Shares   Amount  
Shares sold     7,496,338     $ 190,386,804       7,531,845     $ 189,718,619    
Shares issued to shareholders
in reinvestment of distributions
    637,724       15,178,849       221,447       5,547,242    
Shares repurchased     (11,854,634 )     (289,108,485 )     (4,032,720 )     (101,100,287 )  
Net increase (decrease)     (3,720,572 )   $ (83,542,832 )     3,720,572     $ 94,165,574    
    Year Ended
February 29, 2008
  Period from May 31, 2006
(commencement of operations)
through February 28, 2007
 
Class VI:   Shares   Amount   Shares   Amount  
Shares sold     81,536,209     $ 2,064,407,172       71,907,875     $ 1,824,498,863    
Shares issued to shareholders
in reinvestment of distributions
    14,977,254       355,069,039       2,462,698       61,690,592    
Shares repurchased     (166,263,657 )     (3,946,012,475 )     (777,198 )     (19,691,168 )  
Net increase (decrease)     (69,750,194 )   $ (1,526,536,264 )     73,593,375     $ 1,866,498,287    

 

*  Effective February 13, 2008, all shareholders redeemed or exchanged out of Class IV.


26



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the securities of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging
Country Debt
Fund, Class III
  $ 66,616,399     $ 73,779,918     $ 125,900,000     $ 7,435,177     $ 3,744,741     $ 6,756,250    
GMO Short-Duration
Collateral Fund
    1,294,006,779       2,571,222,022       3,587,887,869       134,422,022             114,960,626    
GMO Special Purpose
Holding Fund
    40,775                         187,563       36,437    
GMO World
Opportunity
Overlay Fund
    447,312,841       498,125,000       883,610,000                   44,675,992    
Totals   $ 1,807,976,794     $ 3,143,126,940     $ 4,597,397,869     $ 141,857,199     $ 3,932,304     $ 166,429,305    

 

9.  Subsequent Event

Subsequent to February 29, 2008, the Fund received redemption requests in the amount of $95,908,901.


27




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Inflation Indexed Plus Bond Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Inflation Indexed Plus Bond Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the periods indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


28



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.54 %   $ 1,000.00     $ 1,044.40     $ 2.74    
2) Hypothetical     0.54 %   $ 1,000.00     $ 1,022.18     $ 2.72    
Class VI  
1) Actual     0.45 %   $ 1,000.00     $ 1,044.50     $ 2.29    
2) Hypothetical     0.45 %   $ 1,000.00     $ 1,022.63     $ 2.26    

 

*  Expenses are calculated using each Class's annualized expense ratio (including interest expense and indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


29



GMO Inflation Indexed Plus Bond Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended December 31, 2007 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income and qualified short-term capital gains with respect to its taxable year ended December 31, 2007, $101,771,326 and $8,742,832, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


30



Trustees and Officers (Unaudited)

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

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust 40 Rowes Wharf Boston, MA 02110 DOB: 07/26/1944
  Chairman of
the Board of Trustees
  Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


32



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC
(June 2004 – present);
Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

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


34




GMO International Bond Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO International Bond Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO International Bond Fund returned +8.1% for the fiscal year ended February 29, 2008, compared to +18.0% for the JPMorgan Non-U.S. Government Bond Index. The Fund's exposure to various issues is achieved directly and indirectly through its investment in certain underlying GMO mutual funds, primarily in the GMO Emerging Country Debt Fund, the GMO World Opportunity Overlay Fund, and the GMO Short-Duration Collateral Fund.

The Fund underperformed the benchmark during the fiscal year by 9.9%. Cash management was the primary contributor to negative performance for the fiscal year, followed by interest-rate strategy, currency selection, and emerging debt exposure losses.

About 65% of the fiscal year's underperformance was due to mark-to-market losses in the cash collateral pools of two funds in which the Fund invests a substantial portion of its total assets: the GMO Short Duration Collateral Fund (SDCF) and the GMO World Opportunity Overlay Fund (WOOF). SDCF and WOOF primarily invest cash in high quality U.S. and foreign floating-rate fixed income securities, mainly asset-backed securities, seeking to earn a LIBOR-type return. The cash positions in SDCF and WOOF collateralize derivatives positions that seek to deliver the return of the benchmark as well as create active exposures in global interest-rate and currency markets.

With the extreme price volatility of AAA-credit quality asset-backed securities during the year, the cash pools in SDCF and WOOF underperformed LIBOR by nearly 700 basis points, directly contributing to the International Bond Fund's underperformance given its 90% exposure to these two funds.

Further Fund underperformance was attributable to interest-rate and currency strategies. For much of the fiscal year, the strategy was overweight Australian, Euro-area, Swedish, Swiss, and Canadian interest-rate markets relative to Japanese, U.K., and U.S. markets. However, the U.S., U.K., and Japanese markets were among the top performers, detracting from performance. Similar results came out of two other cross-sectional models implemented in swaps. Further, the slope and volatility strategies also underperformed, leaving only the U.S. Eurodollar directional strategy and opportunistic trading with positive contributions for the year.

In currencies, the largest negative contributors were underweight positions in euros, yen, and Canadian dollars, as well as an overweight position in Australian dollars. Partially offsetting losses were gains from overweight positions in the Swiss franc, Norwegian krone, and sterling. A major risk aversion episode during the fiscal year, prompted by the turmoil in structured credit markets, persisted for much of the third and fourth quarters. Our choice of a defensive currency during this episode, the Swiss franc, was incorrect, as risk aversion manifested itself in a swift rise in the yen, in which the Fund remained underweight. In addition, a drastic change in the relative volatilities of the currencies in August resulted in a shifting of risk positions into less advantageous, and ultimately unprofitable, intra-European trades.

A relatively minor contribution to negative performance came from the small exposure to emerging debt, where spread widening on the asset class contributed negatively, as did negative contributions from country selection.

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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. 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. All information is unaudited.



GMO International Bond Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Debt Obligations     86.3 %  
Short-Term Investments     9.4    
Forward Currency Contracts     4.1    
Futures     1.3    
Options Purchased     0.3    
Loan Participations     0.2    
Swaps     0.1    
Loan Assignments     0.1    
Rights and Warrants     0.0    
Promissory Notes     0.0    
Written Options     (0.1 )  
Reverse Repurchase Agreements     (0.6 )  
Other     (1.1 )  
      100.0 %  
Country / Region Summary**   % of Investments  
Euro Region***     45.0 %  
Japan     42.2    
Australia     6.6    
Canada     6.0    
Emerging     2.9    
Switzerland     2.8    
United Kingdom     (0.7 )  
United States     (4.8 )  
      100.0 %  

 

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

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


1




GMO International Bond Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Par Value /
Shares
  Description   Value ($)  
        DEBT OBLIGATIONS — 1.0%  
        Australia — 0.1%  
        Asset-Backed Securities  
USD     461,608     Medallion Trust, Series 03-1G, Class A,
Variable Rate, 3 mo. LIBOR + .19%, 5.10%, due 12/21/33
    447,003    
        Canada — 0.9%  
        Foreign Government Obligations  
CAD     2,000,000     Government of Canada (Cayman), 7.25%, due 06/01/08     2,049,256    
CAD     2,000,000     Province of British Columbia, 7.88%, due 11/30/23     2,762,550    
    Total Canada     4,811,806    
        United Kingdom — 0.0%  
        Asset-Backed Securities  
GBP     43,551     RMAC, Series 03-NS2A, Class A2A, 144A, AMBAC,
Variable Rate, 3 mo. GBP LIBOR + .40%, 7.03%, due 09/12/35
    86,521    
    TOTAL DEBT OBLIGATIONS (COST $3,403,557)     5,345,330    
        MUTUAL FUNDS — 92.8%  
        United States — 92.8%  
        Affiliated Issuers  
    1,561,790     GMO Emerging Country Debt Fund, Class III     15,711,607    
    15,084,980     GMO Short-Duration Collateral Fund     362,492,061    
    37,466     GMO Special Purpose Holding Fund (a) (b)      47,207    
    3,873,078     GMO World Opportunity Overlay Fund     99,460,635    
    Total United States     477,711,510    
    TOTAL MUTUAL FUNDS (COST $501,928,790)     477,711,510    

 

See accompanying notes to the financial statements.


2



GMO International Bond Fund

(A Series of GMO Trust)
Schedule of Investments — (Continued)
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        SHORT-TERM INVESTMENTS — 1.8%  
        Money Market Funds — 0.2%  
    1,100,887     State Street Institutional Liquid Reserves Fund-Institutional Class     1,100,887    
        Other Short-Term Investments — 1.6%  
    5,000,000     U.S. Treasury Bill, 1.78%, due 05/01/08 (c) (d)      4,985,005    
    3,000,000     U.S. Treasury Bill, 3.04%, due 03/20/08 (c) (d)      2,993,809    
      7,978,814    
    TOTAL SHORT-TERM INVESTMENTS (COST $9,068,009)     9,079,701    
            TOTAL INVESTMENTS — 95.6%
(Cost $514,400,356)
    492,136,541    
            Other Assets and Liabilities (net) — 4.4%     22,433,958    
    TOTAL NET ASSETS — 100.0%   $ 514,570,499    

 

See accompanying notes to the financial statements.


3



GMO International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

A summary of outstanding financial instruments at February 29, 2008 is as follows:

Forward Currency Contracts

Settlement
Date
  Deliver/
Receive
  Units of
Currency
  Value   Net Unrealized
Appreciation (Depreciation)
 
Buys  
3/04/08   AUD     12,200,000     $ 11,364,910     $ 581,121    
3/04/08   AUD     4,800,000       4,471,440       19,656    
5/06/08   AUD     8,600,000       7,946,904       (137,096 )  
5/06/08   AUD     7,600,000       7,022,846       (33,906 )  
3/11/08   CAD     5,600,000       5,688,791       174,663    
4/01/08   CHF     42,800,000       41,103,275       1,706,928    
4/15/08   EUR     188,600,000       285,947,829       13,420,829    
4/15/08   EUR     4,100,000       6,216,257       210,085    
3/25/08   GBP     14,700,000       29,169,504       200,864    
3/25/08   GBP     6,700,000       13,294,944       204,132    
3/25/08   GBP     2,900,000       5,754,528       1,044    
4/22/08   JPY     20,090,000,000       193,946,234       7,201,486    
4/22/08   JPY     710,000,000       6,854,247       241,353    
4/08/08   NZD     4,500,000       3,578,865       80,115    
4/08/08   NZD     4,500,000       3,578,865       (51,555 )  
4/08/08   NZD     8,400,000       6,680,547       (118,245 )  
                $ 632,619,986     $ 23,701,474    
Sales  
3/04/08   AUD     8,400,000     $ 7,825,020     $ (496,188 )  
3/04/08   AUD     8,600,000       8,011,330       138,374    
3/11/08   CAD     6,400,000       6,501,476       30,003    
4/01/08   CHF     33,400,000       32,075,920       (1,073,601 )  
4/15/08   EUR     12,600,000       19,103,620       (873,940 )  
4/15/08   EUR     4,500,000       6,822,721       (21,061 )  
4/08/08   NZD     2,200,000       1,749,667       (23,789 )  
                $ 82,089,754     $ (2,320,202 )  

 

See accompanying notes to the financial statements.


4



GMO International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Forward Cross Currency Contracts

Settlement
Date
  Deliver/Units of Currency   Receive/In Exchange For   Net Unrealized
Appreciation
(Depreciation)
 
3/18/08   EUR 17,700,000     SEK 166,412,485     $ 112,834    
3/18/08   SEK 96,019,460     EUR 10,200,000       (84,593 )  
4/29/08   EUR 14,700,000     NOK 115,938,900       (134,919 )  
4/29/08   NOK 35,502,750     EUR 4,500,000       39,153    
    $ (67,525 )  

 

Futures Contracts

Number of
Contracts
  Type   Expiration
Date
  Contract
Value
  Net Unrealized
Appreciation
(Depreciation)
 
Buys      
  91     Australian Government Bond 10 Yr.   March 2008   $ 8,327,429     $ 9,108    
  251     Australian Government Bond 3 Yr.   March 2008     22,987,045       44,093    
  278     Canadian Government Bond 10 Yr.   June 2008     33,300,686       671,182    
  492     Euro BOBL   March 2008     83,166,898       1,310,459    
  945     Euro Bund   March 2008     167,940,334       2,318,686    
  177     Japanese Government Bond
10 Yr. (TSE)
  March 2008     235,914,813       3,401,087    
                $ 551,637,205     $ 7,754,615    
Sales      
  5     Euro BOBL   March 2008   $ 845,192     $ (3,879 )  
  18     Euro Bund   March 2008     3,198,863       (27,082 )  
  860     Federal Fund 30 day   March 2008     348,811,653       (53,887 )  
  21     U.S. Long Bond (CBT)   June 2008     2,491,125       (56,485 )  
  133     U.S. Treasury Note 10 Yr.   June 2008     15,598,406       (278,772 )  
  284     U.S. Treasury Note 2 Yr. (CBT)   June 2008     61,037,813       (391,148 )  
  35     U.S. Treasury Note 5 Yr. (CBT)   June 2008     3,998,750       (52,611 )  
  27     UK Gilt Long Bond   June 2008     5,918,170       (101,167 )  
                $ 441,899,972     $ (965,031 )  

 

See accompanying notes to the financial statements.


5



GMO International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Swap Agreements

Interest Rate Swaps

Notional
Amount
  Expiration
Date
  Counterparty   Receive
(Pay)
  Fixed
Rate
  Variable Rate   Market
Value
 
  20,500,000     CHF   3/19/2013   JP Morgan Chase Bank   Receive     3.00 %   6 month    
   
                                CHF LIBOR   $ 135,052    
  8,300,000     AUD   3/19/2018   JP Morgan Chase Bank   Receive     7.07 %   6 month
AUD BBSW
    (104,915 )  
  5,000,000     EUR   3/21/2030   UBS Warburg   Receive     5.90 %   3 month
Floating Rate
EUR LIBOR
    1,409,729    
    Premiums to (Pay) Receive   $ 67,229     $ 1,439,866    

 

As of February 29, 2008, for the futures and/or swap contracts held, the Fund had sufficient cash and/or securities to cover any commitments or margin requirements of the relevant broker or exchange.

Notes to Schedule of Investments:

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

AMBAC - Insured as to the payment of principal and interest by AMBAC Assurance Corporation.

BBSW - Bank Bill Swap Reference Rate

LIBOR - London Interbank Offered Rate

RMAC - Residential Mortgage Acceptance Corp.

Variable rate - The rates shown on variable rate notes are the current interest rates at February 29, 2008, which are subject to change based on the terms of the security.

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

(b)  Underlying investment represents interests in defaulted securities.

(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 and/or collateral on open swap contracts (Note 2).

See accompanying notes to the financial statements.


6



GMO International Bond Fund

(A Series of GMO Trust)

Schedule of Investments — (Continued)
February 29, 2008

Currency Abbreviations:

AUD - Australian Dollar
CAD - Canadian Dollar
CHF - Swiss Franc
EUR - Euro
GBP - British Pound
  JPY - Japanese Yen
NOK - Norwegian Krone
NZD - New Zealand Dollar
SEK - Swedish Krona
USD - United States Dollar
 

 

See accompanying notes to the financial statements.


7




GMO International Bond Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $12,471,566) (Note 2)   $ 14,425,031    
Investments in affiliated issuers, at value (cost $501,928,790) (Notes 2 and 8)     477,711,510    
Receivable from broker for closed futures contracts     29,710    
Receivable for Fund shares sold     3,051,714    
Interest receivable     162,164    
Unrealized appreciation on open forward currency contracts (Note 2)     24,362,640    
Receivable for variation margin on open futures contracts (Note 2)     2,964,350    
Interest receivable for open swap contracts     234,388    
Receivable for open swap contracts (Note 2)     1,544,781    
Receivable for expenses reimbursed by Manager (Note 3)     36,747    
Other expense reimbursement from Manager (Note 2)     830,768    
Total assets     525,353,803    
Liabilities:  
Payable for investments purchased     3,500,000    
Payable for Fund shares repurchased     3,031,395    
Payable to affiliate for (Note 3):  
Management fee     99,330    
Shareholder service fee     59,598    
Trustees and Chief Compliance Officer of GMO Trust fees     533    
Unrealized depreciation on open forward currency contracts (Note 2)     3,048,893    
Payable for open swap contracts (Note 2)     104,915    
Accrued expenses     938,640    
Total liabilities     10,783,304    
Net assets   $ 514,570,499    
Net assets consist of:  
Paid-in capital   $ 530,664,897    
Accumulated undistributed net investment income     199,241    
Accumulated net realized loss     (23,675,091 )  
Net unrealized appreciation     7,381,452    
    $ 514,570,499    
Net assets attributable to:  
Class III shares   $ 514,570,499    
Shares outstanding:  
Class III     54,082,170    
Net asset value per share:  
Class III   $ 9.51    

 

See accompanying notes to the financial statements.


8



GMO International Bond Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 22,359,042    
Interest     1,291,609    
Dividends     74,313    
Total investment income     23,724,964    
Expenses:  
Management fee (Note 3)     1,281,046    
Shareholder service fee – Class III (Note 3)     768,628    
Custodian, fund accounting agent and transfer agent fees     196,152    
Audit and tax fees     60,401    
Legal fees     16,754    
Trustees fees and related expenses (Note 3)     4,864    
Registration fees     5,249    
Miscellaneous     6,590    
Total expenses     2,339,684    
Fees and expenses reimbursed by Manager (Note 3)     (281,248 )  
Expense reductions (Note 2)     (55,802 )  
Indirectly incurred fees waived or borne by Manager (Note 3)     (68,134 )  
Shareholder service fee waived (Note 3)     (24,238 )  
Net expenses     1,910,262    
Net investment income (loss)     21,814,702    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in unaffiliated issuers     (729,744 )  
Investments in affiliated issuers     (1,179,464 )  
Realized g ains distributions from affiliated issuers (Note 8)     917,264    
Closed futures contracts     (9,158,287 )  
Closed swap contracts     (1,836,915 )  
Foreign currency, forward contracts and foreign currency related transactions     24,153,870    
Net realized gain (loss)     12,166,724    
Change in net unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     35,747    
Investments in affiliated issuers     (27,476,505 )  
Open futures contracts     10,166,157    
Open swap contracts     (269,895 )  
Foreign currency, forward contracts and foreign currency related transactions     22,507,217    
Net unrealized gain (loss)     4,962,721    
Net realized and unrealized gain (loss)     17,129,445    
Net increase (decrease) in net assets resulting from operations   $ 38,944,147    

 

See accompanying notes to the financial statements.


9



GMO International Bond Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 21,814,702     $ 18,495,917    
Net realized gain (loss)     12,166,724       20,285,772    
Change in net unrealized appreciation (depreciation)     4,962,721       (3,538,755 )  
Net increase (decrease) in net assets from operations     38,944,147       35,242,934    
Distributions to shareholders from:  
Net investment income  
Class III     (48,502,819 )     (23,666,074 )  
Net realized gains  
Class III           (3,983,947 )  
      (48,502,819 )     (27,650,021 )  
Net share transactions (Note 7):  
Class III     74,650,906       19,357,480    
Total increase (decrease) in net assets     65,092,234       26,950,393    
Net assets:  
Beginning of period     449,478,265       422,527,872    
End of period (including accumulated undistributed net
investment income of $199,241 and $7,216,931,
respectively)
  $ 514,570,499     $ 449,478,265    

 

See accompanying notes to the financial statements.


10




GMO International Bond Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 9.73     $ 9.57     $ 10.61     $ 10.38     $ 9.94    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.41       0.41       0.21       0.17       0.20    
Net realized and unrealized gain (loss)     0.31       0.38       (0.93 )     1.02       1.94    
Total from investment operations     0.72       0.79       (0.72 )     1.19       2.14    
Less distributions to shareholders:  
From net investment income     (0.94 )     (0.54 )     (0.31 )     (0.91 )     (0.71 )  
From net realized gains           (0.09 )     (0.01 )     (0.05 )     (0.99 )  
Total distributions     (0.94 )     (0.63 )     (0.32 )     (0.96 )     (1.70 )  
Net asset value, end of period   $ 9.51     $ 9.73     $ 9.57     $ 10.61     $ 10.38    
Total Return(b)      8.09 %     8.32 %     (6.83 )%     11.81 %     23.17 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 514,570     $ 449,478     $ 422,528     $ 438,365     $ 271,015    
Net expenses to average daily net assets(c)      0.38 %(d)      0.39 %     0.39 %     0.39 %     0.39 %  
Net investment income to average daily
net assets(a) 
    4.26 %     4.17 %     2.13 %     1.65 %     1.98 %  
Portfolio turnover rate     51 %     32 %     36 %     51 %     26 %  
Fees and expenses reimbursed and/or waived
by the Manager to average daily net assets:
    0.07 %     0.26 %††      0.08 %     0.09 %     0.12 %  

 

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

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(d)  The net expense ratio does not include the effect of expense reductions.

†  Calculated using average shares outstanding throughout the period.

††  Includes 0.19% non-recurring Internal Revenue Code Section 860 expense reimbursed by the Manager (Note 2).

See accompanying notes to the financial statements.


11




GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks total return in excess of that of the JPMorgan Non-U.S. Government Bond Index. The Fund typically invests in bonds (including synthetic bonds) included in the JPMorgan Non-U.S. Government Bond Index and in securities and instruments with similar characteristics. The Fund seeks additional returns by investing in global interest rate, currency, and emerging country debt markets. The Fund may invest a substantial portion of its total assets in shares of GMO Short-Duration Collateral Fund; in futures contracts, currency options, currency forwards, swap contracts, and other types of derivatives; in investment-grade bonds denominated in various currencies, including foreign and U.S. government securities and asset-backed securities issued by foreign governments and U.S. government agencies (including securities neither guaranteed nor insured by the U.S. government), corporate bonds, and mortgage-backed and other asset-backed securities issued by private issuers; in shares of GMO World Opportunity Overlay Fund; and up to 5% of the Fund's total assets in sovereign debt of emerging countries (including below investment grade securities), primarily through investment in shares of GMO Emerging Country Debt Fund ("ECDF").

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

2.  Significant accounting policies

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


12



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Portfolio valuation

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 generally 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 investment 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 pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 30.30% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset backed-securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

GMO Special Purpose Holding Fund ("SPHF"), an investment of the Fund, has litigation pending against various entities related to the default of certain asset-backed securities previously held by SPHF. For the year ended February 29, 2008, the Fund received $243,003 There were no indexed securities held by the Fund at the end of the period. through SPHF in conjunction with settlement agreements related to the default of those securities.


13



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Foreign currency translation

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

Forward currency contracts

The Fund may enter into forward currency contracts including forward cross currency contracts. A forward currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a forward currency contract fluctuates with changes in forward currency exchange rates. Forward currency contracts are marked to market daily using rates supplied by a quotation service and changes in value are recorded by the Fund as an unrealized gain or loss. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency or, if a forward currency contract is offset by entering into another forward currency contract with the same broker, upon settlement of the net gain or loss. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. In addition, the Fund could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if there are movements in currency values that are unfavorable to the Fund. Forward currency contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Futures contracts

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


14



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. Futures contracts outstanding at the end of the period are listed in the Fund's Schedule of Investments.

Options

The Fund may write call and put options. 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. There were no open written option contracts during the period.

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. There were no purchased option contracts outstanding at the end of the period.

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.


15



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Indexed securities

The Fund may invest in indexed securities where the redemption values and/or coupons are linked to the prices of a specific instrument or financial statistic. The Fund uses indexed securities to increase or decrease its exposure to different underlying instruments and to gain exposure to markets in which it may be difficult to invest through conventional securities. Indexed securities may be more volatile than their underlying instruments, but any loss is limited to the amount of the original investment. There were no indexed securities held by the Fund at the end of the period.

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. Interest rate swap agreements involve the exchange by one party with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. Total return swap agreements involve a commitment by one party in the agreement to pay interest in exchange for a market-linked return, both based on notional amounts. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the party will receive a payment from or make a payment to the counterparty, respectively. Forward spread lock swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the swap spread and a fixed spread, multiplied by the notional amount times the duration of the swap rate. The swap spread is the difference between the benchmark swap rate (market rate) and the specific treasury rate. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation. Credit default swaps may be used to provide a measure of protection against defaults of sovereign or corporate issuers (i.e., to reduce risk where a party owns or has exposure to the issuer) or to take an active long or short position with respect to the likelihood of a particular issuer's default. Variance swap agreements involve commitments to pay or receive a settlement amount calculated as the difference between the annualized realized variance of returns on the underlying price and a fixed quantity, also known as the variance strike, over a period of time. In connection with these agreements, cash or securities may be set aside as collateral by the Fund's custodian or brokers in accordance with the terms of the swap agreement. The Fund earns or pays interest on cash set aside as collateral.

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


16



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparties to the agreements may default on their obligations to perform or disagree as to the meaning of contractual terms in the agreements, or that there may be unfavorable changes in interest rates or the price of the index or security underlying these transactions. Swap agreements outstanding at the end of the period are listed in the Fund's Schedule of Investments.

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. There were no repurchase agreements outstanding at the end of the period.

Reverse repurchase agreements

The Fund may enter into reverse repurchase agreements with banks and broker-dealers whereby the Fund sells portfolio assets concurrent with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. In connection with these agreements, the Fund establishes segregated accounts with its custodian in which the Fund maintains cash, U.S. government securities or other assets equal in value to its obligations in respect of reverse repurchase agreements. Reverse repurchase agreements involve the risk that the market value of the securities the Fund has sold under the agreement may decline below the price at which the Fund is obligated to repurchase under the agreement. The market value of the securities the Fund has sold is determined daily and any additional required collateral is allocated to or sent by the Fund on the next business day. There were no reverse repurchase agreements outstanding at the end of the period.

Securities lending

The Fund may lend its securities to certain qualified broker-dealers. The loans are collateralized with cash or liquid securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of loss with respect to the investment of the collateral, the risk of delay in and/or inability to exercise its rights with respect to the collateral, and the risk of delay in recovery or loss of rights in the loaned securities should the borrower of the securities fail financially. If a loan is collateralized by U.S. government securities, the Fund receives a fee from the borrower. If a loan is collateralized by cash, the Fund typically invests the cash collateral for its own account in interest-bearing, short-term securities and pays a fee to the borrower that normally represents a portion of the Fund's earnings on the collateral. For the year ended February 29, 2008, the Fund did not participate in securities lending.


17



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Taxes and distributions

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

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

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to capital loss carryforwards, derivative contract transactions, foreign currency transactions, losses on wash sale transactions, partnership interest tax allocations and post-October capital losses.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Loss
  Paid-in Capital  
$ 19,670,427     $ (19,760,026 )   $ 89,599    

 


18



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 48,502,819     $ 26,029,938    
Long-term capital gains           1,620,083    
Total distributions   $ 48,502,819     $ 27,650,021    

 

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

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 37,517,170    

 

As of February 29, 2008, the Fund elected to defer to March 1, 2008 post-October capital losses of $4,962,396.

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/28/2015   $ (23,687,952 )  
2/29/2016     (507,910 )  
Total   $ (24,195,862 )  

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 527,487,902     $ 2,015,276     $ (37,366,637 )   $ (35,351,361 )  

 

On October 12, 2006, the Fund paid a dividend under Code Section 860 of $0.09229 per share to shareholders of record as of October 11, 2006. It is anticipated the Fund will be required to make a payment, estimated to be, $830,768 to the Internal Revenue Service ("IRS") related to such dividend, which has been included in accrued expenses on the Statement of Assets and Liabilities. The Manager will make a reimbursement payment to the Fund concurrent with the Fund's payment to the IRS.


19



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Security transactions and related investment income

Security transactions are accounted for on trade date. Dividend income, net of applicable foreign withholding taxes, if any, is recorded on the ex-dividend date, or when the Fund is informed of the ex-dividend date, if later. Interest income is recorded on the accrual basis and is adjusted for the amortization of premiums and accretion of discounts. Interest income on inflation indexed securities, if any, is accrued daily based upon an inflation adjusted principal. Additionally, any increase or decrease in the principal or face amount of the securities adjusted for inflation is recorded as interest income or loss. Income is not recognized on securities for which collection is not expected. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

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

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Investment risks

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

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact


20



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

GMO earns a management fee paid monthly at the annual rate of 0.25% of average daily net assets. The Fund has adopted a Shareholder Service Plan under which the Fund pays GMO a shareholder service fee for client and shareholder service, reporting, and other support. Pursuant to the Shareholder Service Plan, the shareholder service fee is calculated based on average daily net assets at the annual rate of 0.15% for Class III shares. The Manager will waive the Fund's shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds 0.15%; provided, however, that the amount of this waiver will not exceed 0.15%.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 to the extent the Fund's total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes) (collectively, "Excluded Fund Fees and Expenses")) exceed 0.25% of the Fund's average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2008 to the extent that the sum of (a) the Fund's total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in ECDF (excluding ECDF's Excluded Fund Fees and Expenses), exceeds 0.25% of the Fund's


21



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund's average daily net assets.

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.015 %     0.004 %     0.038 %     0.057 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $4,221 and $2,170, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund to any other officer of the Trust.

4.  Purchases and sales of securities

For the year ended February 29, 2008, cost of purchases and proceeds from sales of investments, other than short-term obligations and class exchanges, were as follows:

    Purchases   Sales  
U.S. Government securities   $     $ 12,768,620    
Investments (non-U.S. Government securities)     319,892,589       240,676,553    

 

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 International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

6.  Principal shareholders and related parties

As of February 29, 2008, 55.82% of the outstanding shares of the Fund were held by four shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 1.37% of the Fund's shares were held by sixteen related parties comprised of certain GMO employee accounts, and 57.30% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

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

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     17,938,459     $ 170,818,174       8,919,195     $ 87,630,458    
Shares issued to shareholders
in reinvestment of distributions
    5,136,298       46,494,576       2,731,073       26,403,882    
Shares repurchased     (15,192,711 )     (142,661,844 )     (9,612,832 )     (94,676,860 )  
Net increase (decrease)     7,882,046     $ 74,650,906       2,037,436     $ 19,357,480    

 


23



GMO International Bond Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the securities of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging Country
Debt Fund, Class III
  $ 14,983,428     $ 4,441,758     $ 2,600,000     $ 1,167,497     $ 674,261     $ 15,711,607    
GMO Short-Duration
Collateral Fund
    316,596,798       264,691,545       192,700,000       21,191,545             362,492,061    
GMO Special Purpose
Holding Fund
    52,827                         243,003       47,207    
GMO World Opportunity
Overlay Fund
    90,176,123       50,550,000       39,825,000                   99,460,635    
Totals   $ 421,809,176     $ 319,683,303     $ 235,125,000     $ 22,359,042     $ 917,264     $ 477,711,510    

 


24




Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Bond Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


25



GMO International Bond Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

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, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), then multiply the result by the number in the first line under the heading entitled "Net Expense Incurred" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

    Annualized
Net Expense
Ratio
  Beginning
Account
Value
  Ending
Account
Value
  Net
Expense
Incurred* 
 
Class III  
1) Actual     0.43 %   $ 1,000.00     $ 1,074.80     $ 2.22    
2) Hypothetical     0.43 %   $ 1,000.00     $ 1,022.73     $ 2.16    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


26



GMO International Bond Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $12,222,860 or if determined to be different, the qualified interest income of such 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 – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 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: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


29



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  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 Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



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

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

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Portfolio Management

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

Management Discussion and Analysis of Fund Performance

The GMO Benchmark-Free Allocation Fund returned +8.6% for the fiscal year ended February 29, 2008, as compared to +4.2% for the CPI Index. During the period, the Fund was exposed to a range of asset classes through its investment in underlying GMO mutual funds.

Implementation was negative, detracting approximately 2.7%, as several of the underlying GMO mutual funds underperformed their respective benchmarks. The GMO Inflation Index Plus Bond, GMO Strategic Fixed Income, and GMO Emerging Markets Funds were the primary drivers of the underperformance.

Asset allocation contributed 7.1%. The Fund's overweight to emerging equities, exposure to inflation-indexed bonds, and U.S. high quality equities drove much of the outperformance.

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



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .21% on the purchase and .21% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     51.9 %  
Debt Obligations     31.0    
Cash and Cash Equivalents     23.9    
Short-Term Investments     11.0    
Preferred Stocks     2.8    
Options Purchased     0.1    
Private Equity Securities     0.1    
Loan Participations     0.1    
Investment Funds     0.1    
Loan Assignments     0.0    
Rights and Warrants     0.0    
Promissory Notes     0.0    
Convertible Securities     0.0    
Written Options     (0.0 )  
Forward Currency Contracts     (0.1 )  
Reverse Repurchase Agreements     (0.5 )  
Swaps     (7.6 )  
Futures     (14.7 )  
Other     1.9    
      100.0 %  

 

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


1



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Country/Region Summary**   % of Investments  
United States     82.0 %  
Brazil     5.4    
Korea     4.5    
Taiwan     3.8    
China     2.3    
Russia     2.3    
Thailand     1.6    
India     1.3    
Malaysia     1.2    
Turkey     0.9    
Philippines     0.6    
Indonesia     0.4    
Mexico     0.4    
South Africa     0.4    
Israel     0.3    
Argentina     0.1    
Colombia     0.1    
Hungary     0.1    
Poland     0.1    
Ukraine     0.1    
Uruguay     0.1    
Venezuela     0.1    
Hong Kong     (0.3 )  
Sweden     (0.3 )  
Japan     (2.2 )  
United Kingdom     (2.3 )  
Euro Region***     (3.0 )  
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds except for GMO Alpha Only Fund. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


2




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares/
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 100.0%  
        Affiliated Issuers — 100.0%  
    36,636,846     GMO Alpha Only Fund, Class IV     407,035,363    
    751,593     GMO Alternative Asset Opportunity Fund     24,885,255    
    3,275,266     GMO Emerging Country Debt Fund, Class IV     32,949,175    
    13,997,219     GMO Emerging Markets Fund, Class VI     285,823,205    
    3,784,670     GMO Special Situations Fund, Class VI     80,727,015    
    20,736,062     GMO Strategic Fixed Income Fund, Class VI     488,748,982    
    234     GMO U.S. Core Equity Fund, Class VI     2,807    
    14,093,568     GMO U.S. Quality Equity Fund, Class VI     289,904,690    
    TOTAL MUTUAL FUNDS (COST $1,614,790,659)     1,610,076,492    
        SHORT-TERM INVESTMENTS — 0.0%  
    37,276     Eurodollar Time Deposit, 2.00%, due 03/03/08     37,276    
    TOTAL SHORT-TERM INVESTMENTS (COST $37,276)     37,276    
            TOTAL INVESTMENTS — 100.0%
(Cost $1,614,827,935)
    1,610,113,768    
            Other Assets and Liabilities (net) — (0.0%)     (47,536 )  
    TOTAL NET ASSETS — 100.0%   $ 1,610,066,232    

 

Notes to Schedule of Investments:

As of February 29, 2008, 21.78% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


3




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $37,276) (Note 2)   $ 37,276    
Investments in affiliated issuers, at value (cost $1,614,790,659) (Notes 2 and 8)     1,610,076,492    
Receivable for investments sold     344,317    
Receivable for Fund shares sold     5,683    
Receivable for expenses reimbursed by Manager (Note 3)     18,502    
Total assets     1,610,482,270    
Liabilities:  
Payable for Fund shares repurchased     350,000    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     1,784    
Accrued expenses     64,254    
Total liabilities     416,038    
Net assets   $ 1,610,066,232    
Net assets consist of:  
Paid-in capital   $ 1,585,231,071    
Accumulated undistributed net investment income     5,684,233    
Accumulated net realized gain     23,865,095    
Net unrealized depreciation     (4,714,167 )  
    $ 1,610,066,232    
Net assets attributable to:  
Class III shares   $ 1,610,066,232    
Shares outstanding:  
Class III     63,637,308    
Net asset value per share:  
Class III   $ 25.30    

 

See accompanying notes to the financial statements.


4



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 62,952,316    
Interest     1,149    
Total investment income     62,953,465    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     46,153    
Audit and tax fees     34,086    
Legal fees     30,032    
Trustees fees and related expenses (Note 3)     14,092    
Registration fees     11,397    
Miscellaneous     12,891    
Total expenses     148,651    
Fees and expenses reimbursed by Manager (Note 3)     (128,249 )  
Expense reductions (Note 2)     (2 )  
Net expenses     20,400    
Net investment income (loss)     62,933,065    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     60,938,373    
Realized gains distributions from affiliated issuers (Note 8)     84,609,250    
Net realized gain (loss)     145,547,623    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (101,039,835 )  
Net realized and unrealized gain (loss)     44,507,788    
Net increase (decrease) in net assets resulting from operations   $ 107,440,853    

 

See accompanying notes to the financial statements.


5



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 62,933,065     $ 36,545,339    
Net realized gain (loss)     145,547,623       88,320,293    
Change in net unrealized appreciation (depreciation)     (101,039,835 )     (12,988,280 )  
Net increase (decrease) in net assets from operations     107,440,853       111,877,352    
Distributions to shareholders from:  
Net investment income  
Class III     (64,024,461 )     (52,951,501 )  
Net realized gains  
Class III     (155,574,713 )     (93,632,773 )  
      (219,599,174 )     (146,584,274 )  
Net share transactions (Note 7):  
Class III     425,678,284       123,416,222    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     149,820       62,428    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    425,828,104       123,478,650    
Total increase (decrease) in net assets     313,669,783       88,771,728    
Net assets:  
Beginning of period     1,296,396,449       1,207,624,721    
End of period (including accumulated undistributed net investment
income of $5,684,233 and distributions in excess of net
investment income of $2,817,336, respectively)
  $ 1,610,066,232     $ 1,296,396,449    

 

See accompanying notes to the financial statements.


6




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

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

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004(a)   
Net asset value, beginning of period   $ 26.92     $ 27.76     $ 26.50     $ 24.28     $ 20.00    
Income (loss) from investment operations:  
Net investment income (loss)(b)      1.19       0.80       1.26       0.98       0.61    
Net realized and unrealized gain (loss)     1.18       1.63       2.93       3.00       4.53    
Total from investment operations     2.37       2.43       4.19       3.98       5.14    
Less distributions to shareholders:  
From net investment income     (1.12 )     (1.16 )     (1.51 )     (0.99 )     (0.75 )  
From net realized gains     (2.87 )     (2.11 )     (1.42 )     (0.77 )     (0.11 )  
Total distributions     (3.99 )     (3.27 )     (2.93 )     (1.76 )     (0.86 )  
Net asset value, end of period   $ 25.30     $ 26.92     $ 27.76     $ 26.50     $ 24.28    
Total Return(c)      8.60 %     9.31 %     16.50 %     16.74 %     25.92 %**  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 1,610,066     $ 1,296,396     $ 1,207,625     $ 1,068,099     $ 287,490    
Net expenses to average daily
net assets(d)(e) 
    0.00 %(f)      0.00 %     0.00 %     0.00 %     0.00 %*  
Net investment income to average
daily net assets(b) 
    4.30 %     2.94 %     4.64 %     3.92 %     5.05 %*  
Portfolio turnover rate     57 %     45 %     47 %     50 %     24 %**  
Fees and expenses reimbursed
and/or waived by the Manager to
average daily net assets:
    0.01 %     0.01 %     0.01 %     0.02 %     0.07 %*  
Purchase premiums and redemption
fees consisted of the following per
share amounts: 
  $ 0.00 (g)    $ 0.00 (g)    $ 0.00 (g)    $ 0.07     $ 0.13    

 

(a)  Period from July 23, 2003 (commencement of operations) through February 29, 2004.

(b)  Net investment income is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.

(c)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions. Calculation excludes purchase premiums and redemption fees which are borne by the shareholders.

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

(e)  Net expenses to average daily net assets were less than 0.01%.

(f)  The net expense ratio does not include the effect of expense reductions.

(g)  Purchase premiums and redemptions fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

*  Annualized.

**  Not annualized.

See accompanying notes to the financial statements.


7




GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

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

The Fund seeks a positive total return. The Fund does not seek to control risk relative to a particular securities market index or benchmark. In addition, the Fund does not seek to outperform a particular securities market index or blend of market indices (i.e., the Fund seeks positive return, not relative return). The Fund is a fund of funds and invests in shares of other GMO Funds ("underlying funds"), which may include the GMO International Equity Funds (including one or more of the GMO Emerging Markets Funds), the GMO U.S. Equity Funds, the GMO Fixed Income Funds, GMO Alpha Only Fund, GMO Special Situations Fund and GMO Alternative Asset Opportunity Fund. The Fund is not restricted in its exposure to any particular asset class, and at times may be substantially invested in underlying funds that primarily invest in a single asset class. In addition, the Fund is not restricted in its exposure to any particular market.

The financial statements of the underlying funds should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request by calling (617) 346-7646 (collect). Shares of GMO Special Situations Fund are not publicly available for direct purchase.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

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

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.


8



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Investments held by the underlying funds are valued as follows. 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 generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 10.57% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

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


9



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no repurchase agreements outstanding at the end of the period.

Taxes and distributions

The Fund intends to qualify each tax year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to differing treatment of mutual fund distributions received, losses on wash sale transactions and partnership interest tax allocations.

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 29, 2008. The financial highlights exclude these adjustments.

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 9,592,965     $ (9,592,965 )   $    

 


10



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any short-term capital gains)   $ 64,214,608     $ 52,995,026    
Long-term capital gains     155,384,566       93,589,248    
Total distributions   $ 219,599,174     $ 146,584,274    

 

Distributions in excess of tax basis earnings and profits, if significant, are reported in the financial statements as a tax return of capital.

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 19,902,507    
Undistributed long-term capital gain   $ 19,678,942    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 1,624,860,056     $ 28,340,863     $ (43,087,151 )   $ (14,746,288 )  

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying funds. Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of the underlying funds at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).


11



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchase and redemption of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were 0.21% and 0.21%, of the amount invested or redeemed, respectively. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemptions fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying funds, some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying funds may be more pronounced to the extent that the underlying funds engage in derivative transactions.


12



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying funds. The Manager does not directly charge a management or shareholder service fee from the Fund, but receives management and shareholder service fees from the underlying funds in which the Fund invests.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).


13



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.481 %     0.069 %     0.037 %     0.587 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $12,252 and $6,290, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $1,191,304,534 and $837,535,464, 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 29, 2008, 22.41% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.


14



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

As of February 29, 2008, 1.20% of the Fund's shares were held by twenty-four related parties comprised of certain GMO employee accounts, and 97.20% of the Fund's shares were held by accounts for which the Manager has investment discretion.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     9,819,038     $ 279,628,825       230,453     $ 6,218,922    
Shares issued to shareholders
in reinvestment of distributions
    7,959,463       209,394,517       5,166,625       136,960,268    
Shares repurchased     (2,301,160 )     (63,345,058 )     (737,840 )     (19,762,968 )  
Purchase premiums           7,597             15,111    
Redemption fees           142,223             47,317    
Net increase (decrease)     15,477,341     $ 425,828,104       4,659,238     $ 123,478,650    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value, end
of period
 
GMO Alpha Only
Fund, Class IV
  $ 298,510,368     $ 157,569,432     $ 68,925,486     $ 6,980,691     $     $ 407,035,363    
GMO Alternative
Asset Opportunity
Fund
    52,680,617       3,350,395       33,755,731                   24,885,255    
GMO Emerging
Country Debt Fund,
Class IV
    27,366,474       9,336,128       1,747,200       2,230,807       1,197,168       32,949,175    
GMO Emerging
Markets Fund,
Class VI
    350,694,222       129,052,080       187,175,204       4,119,950       73,004,594       285,823,205    

 


15



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value, end
of period
 
GMO Inflation
Indexed Plus Bond
Fund, Class VI
  $ 162,776,234     $ 239,149,363     $ 373,329,293     $ 38,060,586     $ 682,784     $    
GMO International
Growth Equity
Fund, Class IV
    39,254,064       1,415,956       42,470,420             1,415,956          
GMO International
Intrinsic Value
Fund, Class IV
    38,941,954       889,041       41,771,769             889,041          
GMO International
Small Companies
Fund, Class III
    13,336,722       461,656       13,265,466             461,656          
GMO Special
Situations Fund,
Class VI
          75,701,034                         80,727,015    
GMO Strategic Fixed
Income Fund,
Class VI
    225,145,879       347,885,887       71,693,353       7,449,920       459,071       488,748,982    
GMO U.S. Core
Equity Fund,
Class VI
          3,282             14       187       2,807    
GMO U.S. Quality
Equity Fund,
Class VI
    87,702,351       226,490,280       3,401,542       4,110,348       6,498,793       289,904,690    
Totals   $ 1,296,408,885     $ 1,191,304,534     $ 837,535,464     $ 62,952,316     $ 84,609,250     $ 1,610,076,492    

 


16




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Benchmark-Free Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Benchmark-Free Allocation Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


17



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.59 %   $ 1,000.00     $ 1,011.50     $ 2.95    
2) Hypothetical     0.59 %   $ 1,000.00     $ 1,021.93     $ 2.97    

 

*  Expenses are calculated using the Class's annualized expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


18



GMO Benchmark-Free Allocation Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $155,384,566 from long-term capital gains.

For taxable, non-corporate shareholders, 18.96% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 9.84% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $25,262,582 and $190,147, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


19



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf
Boston, MA
02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


20



Independent Trusteess — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA
02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


21



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  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 Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.


23




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund has a policy with respect to disclosure of portfolio holdings under which it may also make available on GMO's website (www.gmo.com) a complete schedule of portfolio holdings.

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO Global Balanced Asset Allocation Fund returned +4.1% for the fiscal year ended February 29, 2008, as compared to +4.0% for the Fund's benchmark, the GMO Global Balanced Index (48.75% S&P 500 Index, 16.25% MSCI ACWI [All Country World Index] ex-U.S. Index and 35% Lehman Brothers U.S. Aggregate Index prior to 3/31/2007 and 65% MSCI ACWI [All Country World Index] Index and 35% Lehman Brothers U.S. Aggregate Index thereafter). During the fiscal year the Fund was exposed to global equity and fixed income securities through its investment in underlying GMO mutual funds.

Implementation was negative, detracting 2.9% from returns as the GMO U.S. Core Equity, GMO International Intrinsic Value, GMO Emerging Markets, GMO Inflation Indexed Plus Bond, and GMO Strategic Fixed Income Funds underperformed their respective benchmarks.

Asset allocation added 3.0%. The Fund's underweight to U.S. equities, and overweights to emerging equities and inflation-indexed bonds were the primary drivers of the outperformance.

The views expressed herein are exclusively those of Grantham, Mayo, Van Otterloo & Co. LLC Management as of the date of this report and are subject to change. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .09% on the purchase and .09% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.

*  The GMO Global Balanced Index is a composite benchmark computed by GMO and comprised of 48.75% S&P 500 Index, 16.25% MSCI ACWI (All Country World Index) ex-U.S. Index and 35% Lehman Brothers U.S. Aggregate Index prior to 3/31/2007 and 65% MSCI ACWI (All Country World Index) Index and 35% Lehman Brothers U.S. Aggregate Index thereafter.

**  The GMO Global Balanced Benchmark + is comprised of MSCI ACWI (All Country World Index) prior to 6/30/2002 and GMO Global Balanced Index thereafter.



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     59.2 %  
Debt Obligations     25.9    
Cash and Cash Equivalents     15.1    
Short-Term Investments     10.4    
Preferred Stocks     1.8    
Private Equity Securities     0.1    
Options Purchased     0.1    
Investment Funds     0.0    
Loan Participations     0.0    
Loan Assignments     0.0    
Rights and Warrants     0.0    
Forward Currency Contracts     0.0    
Convertible Securities     0.0    
Promissory Notes     0.0    
Written Options     (0.0 )  
Reverse Repurchase Agreements     (0.2 )  
Swaps     (4.8 )  
Futures     (9.4 )  
Other     1.8    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying funds").


1



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Country / Region Summary**   % of Investments  
United States     64.6 %  
Euro Region***     9.7    
Japan     4.6    
United Kingdom     4.1    
Brazil     2.6    
Korea     2.3    
Taiwan     1.9    
Switzerland     1.8    
China     1.2    
Russia     1.0    
Thailand     0.8    
India     0.6    
Malaysia     0.6    
Singapore     0.6    
Canada     0.5    
Hong Kong     0.5    
Turkey     0.4    
Denmark     0.3    
Indonesia     0.3    
Norway     0.3    
Philippines     0.3    
South Africa     0.3    
Sweden     0.3    
Hungary     0.1    
Israel     0.1    
Mexico     0.1    
Poland     0.1    
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds except for GMO Alpha Only Fund. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


2




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 100.0%  
        Affiliated Issuers — 100.0%  
    48,242,552     GMO Alpha Only Fund, Class IV     535,974,748    
    5,210,567     GMO Core Plus Bond Fund, Class IV     49,187,750    
    4,964,011     GMO Domestic Bond Fund, Class VI     47,058,826    
    1,618,654     GMO Emerging Countries Fund, Class III     24,700,654    
    1,071,724     GMO Emerging Country Debt Fund, Class IV     10,781,541    
    15,954,336     GMO Emerging Markets Fund, Class VI     325,787,540    
    2,081,395     GMO International Bond Fund, Class III     19,794,069    
    9,497,185     GMO International Core Equity Fund, Class VI     353,485,226    
    6,445,525     GMO International Growth Equity Fund, Class IV     178,541,031    
    5,911,275     GMO International Intrinsic Value Fund, Class IV     177,101,792    
    359,061     GMO Short-Duration Investment Fund, Class III     3,034,068    
    8,595,280     GMO Special Situations Fund, Class VI     183,337,321    
    35,030,805     GMO Strategic Fixed Income Fund, Class VI     825,676,074    
    6,946,692     GMO U.S. Core Equity Fund, Class VI     83,499,236    
    26,581,499     GMO U.S. Quality Equity Fund, Class VI     546,781,435    
    TOTAL MUTUAL FUNDS (COST $3,516,628,328)     3,364,741,311    
        SHORT-TERM INVESTMENTS — 0.0%  
    30,364     Eurodollar Time Deposit, 2.00%, due 03/03/08     30,364    
    TOTAL SHORT-TERM INVESTMENTS (COST $30,364)     30,364    
          TOTAL INVESTMENTS — 100.0%
(Cost $3,516,658,692)
    3,364,771,675    
          Other Assets and Liabilities (net) — 0.0%     83,311    
    TOTAL NET ASSETS — 100.0%   $ 3,364,854,986    

 

See accompanying notes to the financial statements.


3



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Schedule of Investments – (Continued)
February 29, 2008

Notes to Schedule of Investments:

As of February 29, 2008, 32.32% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair values prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.


4




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $30,364) (Note 2)   $ 30,364    
Investments in affiliated issuers, at value (cost $3,516,628,328) (Notes 2 and 8)     3,364,741,311    
Receivable for investments sold     534,403,448    
Receivable for Fund shares sold     12,000    
Receivable for expenses reimbursed by Manager (Note 3)     30,537    
Total assets     3,899,217,660    
Liabilities:  
Due to custodian     1,800    
Payable for Fund shares repurchased     534,260,300    
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     4,240    
Accrued expenses     96,334    
Total liabilities     534,362,674    
Net assets   $ 3,364,854,986    
Net assets consist of:  
Paid-in capital   $ 3,396,043,762    
Accumulated undistributed net investment income     18,656,535    
Accumulated net realized gain     102,041,706    
Net unrealized depreciation     (151,887,017 )  
    $ 3,364,854,986    
Net assets attributable to:  
Class III shares   $ 3,364,854,986    
Shares outstanding:  
Class III     295,888,056    
Net asset value per share:  
Class III   $ 11.37    

 

See accompanying notes to the financial statements.


5



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 138,509,806    
Interest     1,316    
Total investment income     138,511,122    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     47,536    
Audit and tax fees     36,946    
Legal fees     78,789    
Chief Compliance Officer (Note 3)     15,058    
Trustees fees and related expenses (Note 3)     33,292    
Registration fees     31,371    
Miscellaneous     16,862    
Total expenses     259,854    
Fees and expenses reimbursed by Manager (Note 3)     (211,454 )  
Expense reductions (Note 2)     (57,505 )  
Net expenses     (9,105 )  
Net investment income (loss)     138,520,227    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     41,592,867    
Realized gains distributions from affiliated issuers (Note 8)     214,605,150    
Net realized gain (loss)     256,198,017    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (284,868,880 )  
Net realized and unrealized gain (loss)     (28,670,863 )  
Net increase (decrease) in net assets resulting from operations   $ 109,849,364    

 

See accompanying notes to the financial statements.


6



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 138,520,227     $ 77,547,567    
Net realized gain (loss)     256,198,017       141,698,243    
Change in net unrealized appreciation (depreciation)     (284,868,880 )     (2,413,878 )  
Net increase (decrease) in net assets from operations     109,849,364       216,831,932    
Distributions to shareholders from:  
Net investment income  
Class III     (163,753,134 )     (104,092,536 )  
Net realized gains  
Class III     (185,650,495 )     (76,782,210 )  
      (349,403,629 )     (180,874,746 )  
Net share transactions (Note 7):  
Class III     524,385,283       1,229,975,659    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     860,204       1,039,471    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    525,245,487       1,231,015,130    
Total increase (decrease) in net assets     285,691,222       1,266,972,316    
Net assets:  
Beginning of period     3,079,163,764       1,812,191,448    
End of period (including accumulated undistributed net investment
income of $18,656,535 and distributions in excess of net
investment income of $2,547,096, respectively)
  $ 3,364,854,986     $ 3,079,163,764    

 

See accompanying notes to the financial statements.


7




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 12.01     $ 11.76     $ 11.33     $ 10.74     $ 8.13    
Income (loss) from investment operations:  
Net investment income (loss)(a)      0.48       0.39       0.36       0.27       0.18    
Net realized and unrealized gain (loss)     0.05       0.66       0.86       0.90       2.68    
Total from investment operations     0.53       1.05       1.22       1.17       2.86    
Less distributions to shareholders:  
From net investment income     (0.53 )     (0.43 )     (0.37 )     (0.32 )     (0.23 )  
From net realized gains     (0.64 )     (0.37 )     (0.42 )     (0.26 )     (0.02 )  
Total distributions     (1.17 )     (0.80 )     (0.79 )     (0.58 )     (0.25 )  
Net asset value, end of period   $ 11.37     $ 12.01     $ 11.76     $ 11.33     $ 10.74    
Total Return(b)(c)      4.10 %     9.22 %     11.05 %     11.07 %     35.53 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 3,364,855     $ 3,079,164     $ 1,812,191     $ 1,030,238     $ 453,807    
Net expenses to average daily
net assets(d)(e) 
    0.00 %(f)      0.00 %     0.00 %     0.00 %     0.00 %  
Net investment income to average
daily net assets(a) 
    3.89 %     3.28 %     3.17 %     2.53 %     2.19 %  
Portfolio turnover rate     76 %     23 %     16 %     10 %     59 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.01 %     0.01 %     0.01 %     0.02 %     0.03 %  
Purchase premiums and redemption
fees consisted of the following per
share amounts: 
  $ 0.00 (g)    $ 0.01     $ 0.01     $ 0.01     $ 0.01    

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed and/or waived during the periods shown and assumes the effect of reinvested distributions.

(c)  Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(e)  Net expenses to average daily net assets were less than 0.01%.

(f)  The net expense ratio does not include the effect of expense reductions.

(g)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


8




GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

GMO Global Balanced Asset Allocation Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide Funds into classes.

The Fund seeks total return greater than that of the GMO Global Balanced Index. The Fund is a fund of funds and invests in shares of other GMO Funds, which may include the GMO International Equity Funds (including one or more of the GMO Emerging Markets Funds), GMO U.S. Equity Funds, GMO Fixed Income Funds, GMO Alpha Only Fund, GMO Alternative Asset Opportunity Fund and GMO Special Situations Fund. The GMO Global Balanced Index is a composite index computed by GMO consisting of: (i) the MSCI ACWI (All Country World Index) Index and (ii) the Lehman Brothers U.S. Aggregate Index in the following proportions: 65% MSCI ACWI (All Country World Index) Index and 35% Lehman Brothers U.S. Aggregate Index. From June 30, 2002 through March 31, 2007, the GMO Global Balanced Index consisted of: (i) the S&P 500 Index; (ii) the MSCI ACWI (All Country World Index) ex-U.S. Index; and (iii) the Lehman Brothers U.S. Aggregate Index in the following proportions: 48.75% S&P 500 Index, 16.25% MSCI ACWI (All Country World Index) ex-U.S. Index, and 35% Lehman Brothers U.S. Aggregate Index.

The financial statements of the series of the Trust in which the Fund invests ("underlying funds") should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect). Shares of GMO Special Situations Fund are not publicly available for direct purchase.

2.  Significant accounting policies

The following is a summary of significant accounting policies which are in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and which are consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.


9



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Investments held by the underlying funds are valued as follows. 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 generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Fixed income securities held by the Fund or the underlying funds are typically valued pursuant to prices supplied by a primary pricing source chosen by the Manager. The Manager evaluates such primary pricing sources on an ongoing basis, and may change a pricing source should it deem it appropriate. The Manager, at its discretion, may override a price supplied by a primary source by using a price provided by another source if such action is deemed appropriate. The prices provided by such primary pricing sources may differ from the value that would be realized if the securities were sold and the differences could be material.

Certain securities held by the Fund or the underlying funds are valued on the basis of a price provided by a single source. The prices provided may differ from the value that would be realized if the securities were sold and the differences could be material. As of February 29, 2008, the total value of these securities represented 8.96% of net assets.

The Fund indirectly invests through underlying funds in securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults, and may be adversely affected by shifts in the market's perception of the securities' market values and changes in interest rates.

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


10



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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. There were no repurchase agreements outstanding at the end of the period.

Taxes and distributions

The Fund intends to qualify each tax year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.

U.S. GAAP and tax accounting differences primarily relate to differing treatment of mutual fund distributions received, losses on wash sale transactions, partnership interest tax allocations and redemption in-kind transactions.

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 29, 2008. The financial highlights exclude these adjustments.


11



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Accumulated
Undistributed Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 46,436,538     $ (53,033,315 )   $ 6,596,777    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 165,809,077     $ 104,092,536    
Long-term capital gains     183,594,552       76,782,210    
Total distributions   $ 349,403,629     $ 180,874,746    

 

Distributions in excess of tax basis earnings and profits, if significant, are reported in the financial statements as a tax return of capital.

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed ordinary income   $ 31,938,487    
Undistributed long-term capital gain   $ 107,504,961    

 

As of February 29, 2008, the Fund had capital loss carryforwards available to offset future realized gains if any, to the extent permitted by the Code. Utilization of the capital loss carryforwards could be subject to limitations imposed by the Code related to share ownership activity. Such losses expire as follows:

2/28/2010   $ (1,276 )  
Total   $ (1,276 )  

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:


Aggregate Cost
  Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 3,535,402,623     $ 27,871,816     $ (198,502,764 )   $ (170,630,948 )  

 

For the period ended February 29, 2008, the Fund had net realized gains attributed to redemption in-kind transactions of $6,601,132.


12



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying funds. Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of the underlying funds at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares were each 0.09% of the amount invested or redeemed. The redemption fee is only applicable to shares acquired on or after June 30, 2003. The Fund's purchase premium and redemption fee are approximately equal to the weighted average of the purchase premiums and redemption fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed,


13



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying funds, some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying funds may be more pronounced to the extent that the underlying funds engage in derivative transactions.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.


14



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among designated underlying funds. The Manager does not directly charge a management fee or shareholder service fee to the Fund, but receives management and shareholder service fees from the underlying funds in which the Fund invests.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses
(excluding
shareholder service
fees and interest
expense)
  Indirect
Shareholder
Service Fees
  Indirect Interest
Expense
  Total Indirect
Expenses
 
  0.432 %     0.070 %     0.021 %     0.523 %  

 

        

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $28,784 and $15,058, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $3,212,061,908 and $2,683,242,531, respectively.


15



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

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 29, 2008, 14.05% of the outstanding shares of the Fund were held by one shareholder. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of this shareholder may have a material effect on the Fund.

As of February 29, 2008, 0.07% of the Fund's shares were held by fifteen related parties comprised of certain GMO employee accounts.

7.  Share transactions

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest   (without par value). Transactions in Fund shares were as follows:

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     71,503,366     $ 884,679,303       96,416,659     $ 1,162,398,617    
Shares issued to shareholders
in reinvestment of distributions
    28,319,819       339,998,843       14,544,192       171,981,824    
Shares repurchased     (60,342,225 )     (700,292,863 )     (8,670,747 )     (104,404,782 )  
Purchase premiums           770,412             982,849    
Redemption fees           89,792             56,622    
Net increase (decrease)     39,480,960     $ 525,245,487       102,290,104     $ 1,231,015,130    

 


16



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gaines
  Value,
end of
period
 
GMO Alpha Only Fund,
Class IV
  $ 380,002,186     $ 365,957,517     $ 235,335,214     $ 9,531,981     $     $ 535,974,748    
GMO Alternative Asset
Opportunity Fund,
Class III
    62,157,956       81,595       60,714,048                      
GMO Core Plus Bond Fund,
Class IV
    333,599,965       30,585,594       299,802,878       12,018,404             49,187,750    
GMO Domestic Bond Fund,
Class VI
    20,617,931       35,674,047       8,225,536       2,295,912             47,058,826    
GMO Emerging Countries
Fund, Class III
    21,889,917       8,710,245       3,943,408       462,107       8,219,499       24,700,654    
GMO Emerging Country
Debt Fund, Class IV
    11,833,586       1,400,642       1,675,124       873,442       511,577       10,781,541    
GMO Emerging Markets
Fund, Class VI
    275,288,575       124,006,412       58,155,880       5,024,777       88,521,015       325,787,540    
GMO Inflation Indexed Plus
Bond Fund, Class VI
    328,859,382       450,711,234       732,474,094       63,610,142       1,378,036          
GMO International Bond
Fund, Class III
    21,923,157       4,389,742       6,190,995       2,060,770             19,794,069    
GMO International Core
Equity Fund, Class VI
          545,754,532       146,849,712       7,814,178       21,417,380       353,485,226    
GMO International Growth
Equity Fund, Class IV
    271,341,941       56,715,312       123,024,975       3,033,004       40,757,306       178,541,031    
GMO International Intrinsic
Value Fund, Class IV
    271,767,810       51,550,431       108,941,665       5,899,697       31,814,808       177,101,792    
GMO International Small
Companies Fund,
Class III
    4,237,261       152,419       4,220,247             146,870          
GMO Short-Duration
Investment Fund,
Class III
    3,489,627       206,559       469,351       206,559             3,034,068    
GMO Special Situations
Fund, Class VI
          198,000,000       27,922,601                   183,337,321    
GMO Strategic Fixed
Income Fund, Class VI
    307,603,773       875,419,406       328,927,357       17,732,681       1,087,637       825,676,074    
GMO U.S. Core Equity
Fund, Class VI
    489,370,403       56,562,573       447,434,047       1,610,649       9,564,858       83,499,236    
GMO U.S. Quality Equity
Fund, Class VI
    274,837,403       406,118,796       88,567,947       6,328,778       11,128,535       546,781,435    
GMO U.S. Value Fund,
Class III
    377,075       64,852       367,452       6,725       57,629          
Totals   $ 3,079,197,948     $ 3,212,061,908     $ 2,683,242,531     $ 138,509,806     $ 214,605,150     $ 3,364,741,311    

 


17




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO Global Balanced Asset Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO Global Balanced Asset Allocation Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


18



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.53 %   $ 1,000.00     $ 989.90     $ 2.62    
2) Hypothetical     0.53 %   $ 1,000.00     $ 1,022.23     $ 2.66    

 

*  Expenses are calculated using the Class's annualized expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


19



GMO Global Balanced Asset Allocation Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $183,594,552 from long-term capital gains.

For taxable, non-corporate shareholders, 23.37% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

For corporate shareholders, 6.75% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 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 29, 2008, $70,273,184 and $2,055,943, respectively, or if determined to be different, the qualified interest income and qualified short-term gains of such year.


20



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf
Boston, MA
02110
DOB: 07/26/1944
  Chairman of the Board of Trustees   Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2, Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


21



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).     47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


22



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110 DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van Otterloo & Co. LLC (June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).  
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.


23



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.


24




GMO International Equity Allocation Fund

(A Series of GMO Trust)

Annual Report

February 29, 2008



For a free copy of the Fund's proxy voting guidelines, shareholders may call 1-617-346-7646 (collect), visit our website at www.gmo.com, or visit the Securities and Exchange Commission's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on our website at www.gmo.com, or on the Securities and Exchange Commission's website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarter of each fiscal year on Form N-Q, which is available on the Commission's website at www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund has a policy with respect to disclosure of portfolio holdings under which it may also make available on GMO's website (www.gmo.com) a complete schedule of portfolio holdings.

This report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus for the GMO Trust.




GMO International Equity Allocation Fund

(A Series of GMO Trust)

Portfolio Management

Day-to-day management of the Fund's portfolio is the responsibility of the Asset Allocation Team at Grantham, Mayo, Van Otterloo & Co. LLC.

Management Discussion and Analysis of Fund Performance

The GMO International Equity Allocation Fund returned +7.8% for the fiscal year ended February 29, 2008, as compared to +7.3% for the MSCI ACWI (All Country World Index) ex-U.S. Index. During the fiscal year the Fund was exposed to international equity securities through its investment in underlying GMO mutual funds.

Implementation detracted 0.9%, as the GMO Emerging Markets and GMO International Value Funds underperformed their respective benchmarks.

Asset allocation added 1.4%. The Fund's overweight to emerging equities was the primary driver of 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. GMO disclaims any responsibility to update such views. They are not meant as investment advice.



Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance data may be lower or higher than the performance data provided herein. To obtain performance information to the most recent month-end, visit www.gmo.com. Performance shown is net of all fees after reimbursement from the Manager. Each performance figure assumes a purchase at the beginning and redemption at the end of the stated period and reflects a transaction fee of .16% on the purchase and .16% on the redemption. Transaction fees are retained by the Fund to cover trading costs. 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. All information is unaudited.



GMO International Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary
February 29, 2008 (Unaudited)

Asset Class Summary*   % of Total Net Assets  
Common Stocks     91.2 %  
Preferred Stocks     3.7    
Short-Term Investments     3.6    
Forward Currency Contracts     0.3    
Private Equity Securities     0.1    
Investment Funds     0.1    
Debt Obligations     0.0    
Rights and Warrants     0.0    
Convertible Securities     0.0    
Futures     (0.5 )  
Other     1.5    
      100.0 %  

 

*  The table above incorporates aggregate indirect asset class exposure associated with investments in other funds of GMO Trust ("underlying funds").


1



GMO International Equity Allocation Fund

(A Series of GMO Trust)
Investments Concentration Summary — (Continued)
February 29, 2008 (Unaudited)

Country / Region Summary**   % of Investments  
Euro Region***     27.7 %  
United Kingdom     15.7    
Japan     14.4    
Brazil     5.1    
Switzerland     5.0    
Korea     4.5    
Australia     4.3    
Taiwan     3.7    
China     2.3    
Hong Kong     2.3    
Russia     2.0    
Singapore     1.9    
Canada     1.6    
Thailand     1.6    
India     1.3    
Sweden     1.3    
Malaysia     1.1    
Denmark     1.0    
Turkey     0.7    
Norway     0.6    
South Africa     0.5    
Indonesia     0.4    
Philippines     0.4    
Hungary     0.2    
Israel     0.2    
Poland     0.2    
      100.0 %  

 

**  The table above incorporates aggregate indirect country exposure associated with investments in the underlying funds. The table excludes short-term investments. The table includes exposure through the use of derivative contracts.

***  The "Euro Region" is comprised of Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.


2




GMO International Equity Allocation Fund

(A Series of GMO Trust)
Schedule of Investments
(showing percentage of total net assets)
February 29, 2008

Shares /
Par Value ($)
  Description   Value ($)  
        MUTUAL FUNDS — 100.0%  
        Affiliated Issuers — 100.0%  
    1,594,440     GMO Emerging Countries Fund, Class III     24,331,147    
    8,109,529     GMO Emerging Markets Fund, Class VI     165,596,573    
    10,249,580     GMO International Growth Equity Fund, Class IV     283,913,374    
    9,403,102     GMO International Intrinsic Value Fund, Class IV     281,716,937    
    TOTAL MUTUAL FUNDS (COST $700,107,606)     755,558,031    
        SHORT-TERM INVESTMENTS — 0.0%  
    19,355     Eurodollar Time Deposit, 2.00%, due 03/03/08     19,355    
    TOTAL SHORT-TERM INVESTMENTS (COST $19,355)     19,355    
            TOTAL INVESTMENTS — 100.0%
(Cost $700,126,961)
    755,577,386    
            Other Assets and Liabilities (net) — (0.0%)     (35,361 )  
    TOTAL NET ASSETS — 100.0%   $ 755,542,025    

 

Notes to Schedule of Investments:

As of February 29, 2008, 82.04% of the Net Assets of the Fund, through investments in the underlying funds, were valued using fair value prices based on models used by a third party vendor (Note 2).

See accompanying notes to the financial statements.
3




GMO International Equity Allocation Fund

(A Series of GMO Trust)


Statement of Assets and Liabilities — February 29, 2008

Assets:  
Investments in unaffiliated issuers, at value (cost $19,355) (Note 2)   $ 19,355    
Investments in affiliated issuers, at value (cost $700,107,606) (Notes 2 and 8)     755,558,031    
Receivable for Fund shares sold     3,749    
Receivable for expenses reimbursed by Manager (Note 3)     8,729    
Total assets     755,589,864    
Liabilities:  
Payable to affiliate for (Note 3):  
Trustees and Chief Compliance Officer of GMO Trust fees     881    
Accrued expenses     46,958    
Total liabilities     47,839    
Net assets   $ 755,542,025    
Net assets consist of:  
Paid-in capital   $ 602,838,131    
Accumulated net realized gain     97,253,469    
Net unrealized appreciation     55,450,425    
    $ 755,542,025    
Net assets attributable to:  
Class III shares   $ 755,542,025    
Shares outstanding:  
Class III     45,936,690    
Net asset value per share:  
Class III   $ 16.45    

 

See accompanying notes to the financial statements.
4



GMO International Equity Allocation Fund

(A Series of GMO Trust)


Statement of Operations — Year Ended February 29, 2008

Investment Income:  
Dividends from affiliated issuers (Note 8)   $ 13,693,703    
Interest     981    
Total investment income     13,694,684    
Expenses:  
Custodian, fund accounting agent and transfer agent fees     46,599    
Audit and tax fees     31,432    
Legal fees     17,568    
Trustees fees and related expenses (Note 3)     7,980    
Registration fees     3,997    
Miscellaneous     7,520    
Total expenses     115,096    
Fees and expenses reimbursed by Manager (Note 3)     (103,617 )  
Expense reductions (Note 2)     (3 )  
Net expenses     11,476    
Net investment income (loss)     13,683,208    
Realized and unrealized gain (loss):  
Net realized gain (loss) on:  
Investments in affiliated issuers     29,873,470    
Realized gains distributions from affiliated issuers (Note 8)     134,728,510    
Net realized gain (loss)     164,601,980    
Change in net unrealized appreciation (depreciation) on:  
Investments in affiliated issuers     (115,404,606 )  
Net realized and unrealized gain (loss)     49,197,374    
Net increase (decrease) in net assets resulting from operations   $ 62,880,582    

 

See accompanying notes to the financial statements.
5



GMO International Equity Allocation Fund

(A Series of GMO Trust)


Statement of Changes in Net Assets

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Increase (decrease) in net assets:  
Operations:  
Net investment income (loss)   $ 13,683,208     $ 13,139,578    
Net realized gain (loss)     164,601,980       100,493,550    
Change in net unrealized appreciation (depreciation)     (115,404,606 )     11,639,862    
Net increase (decrease) in net assets from operations     62,880,582       125,272,990    
Distributions to shareholders from:  
Net investment income  
Class III     (42,033,244 )     (32,342,398 )  
Net realized gains  
Class III     (90,134,712 )     (58,801,341 )  
      (132,167,956 )     (91,143,739 )  
Net share transactions (Note 7):  
Class III     65,994,952       65,087,399    
Purchase premiums and redemption fees (Notes 2 and 7):  
Class III     77,341       20,199    
Total increase (decrease) in net assets resulting from net share
transactions, purchase premiums and redemption fees
    66,072,293       65,107,598    
Total increase (decrease) in net assets     (3,215,081 )     99,236,849    
Net assets:  
Beginning of period     758,757,106       659,520,257    
End of period   $ 755,542,025     $ 758,757,106    

 

See accompanying notes to the financial statements.
6




GMO International Equity Allocation Fund

(A Series of GMO Trust)

Financial Highlights
(For a Class III share outstanding throughout each period)

    Year Ended February 28/29,  
    2008   2007   2006   2005   2004  
Net asset value, beginning of period   $ 17.96     $ 17.13     $ 15.19     $ 12.83     $ 8.23    
Income (loss) from investment operations:  
Net investment income (loss)(a)†      0.31       0.33       0.18       0.29       0.25    
Net realized and unrealized gain (loss)     1.32       2.85       2.90       2.65       4.60    
Total from investment operations     1.63       3.18       3.08       2.94       4.85    
Less distributions to shareholders:  
From net investment income     (1.00 )     (0.83 )     (0.47 )     (0.42 )     (0.25 )  
From net realized gains     (2.14 )     (1.52 )     (0.67 )     (0.16 )        
Total distributions     (3.14 )     (2.35 )     (1.14 )     (0.58 )     (0.25 )  
Net asset value, end of period   $ 16.45     $ 17.96     $ 17.13     $ 15.19     $ 12.83    
Total Return(b)(c)      7.81 %     19.33 %     21.15 %     23.25 %     60.41 %  
Ratios/Supplemental Data:  
Net assets, end of period (000's)   $ 755,542     $ 758,757     $ 659,520     $ 489,026     $ 256,277    
Net expenses to average daily
net assets(d)(e) 
    0.00 %(f)      0.00 %     0.00 %     0.00 %     0.00 %  
Net investment income to average daily
net assets(a) 
    1.66 %     1.87 %     1.15 %     2.18 %     2.35 %  
Portfolio turnover rate     9 %     4 %     7 %     15 %     43 %  
Fees and expenses reimbursed by the
Manager to average daily net assets:
    0.01 %     0.01 %     0.02 %     0.03 %     0.05 %  
Purchase premiums and redemption fees
consisted of the following per share
amounts: 
  $ 0.00 (g)    $ 0.00 (g)    $ 0.00 (g)    $ 0.01     $ 0.02    

 

(a)  Net investment income is affected by the timing of the declaration of dividends by the underlying funds in which the Fund invests.

(b)  The total returns would have been lower had certain expenses not been reimbursed during the periods shown and assumes the effect of reinvested distributions.

(c)  Calculation excludes purchase premiums and redemption fees which are borne by the shareholder.

(d)  Net expenses exclude expenses incurred indirectly through investment in the underlying funds (See Note 3).

(e)  Net expenses to average daily net assets were less than 0.01%.

(f)  The net expense ratio does not include the effect of expense reductions.

(g)  Purchase premiums and redemption fees were less than $0.01 per share.

†  Calculated using average shares outstanding throughout the period.

See accompanying notes to the financial statements.


7




GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements
February 29, 2008

1.  Organization

GMO International Equity Allocation Fund (the "Fund") is a series of GMO Trust (the "Trust"). The Fund is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. The Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co. LLC (the "Manager" or "GMO"). The Trust was established as a Massachusetts business trust under the laws of the Commonwealth of Massachusetts on June 24, 1985. The Declaration of Trust permits the Trustees of the Trust ("Trustees") to create an unlimited number of series of shares ("Funds") and to subdivide Funds into classes.

The Fund seeks total return greater than that of the MSCI ACWI (All Country World Index) ex-U.S. Index. The Fund is a fund of funds and invests primarily in shares of the GMO International Equity Funds (which may include one or more of the GMO Emerging Markets Funds). The Fund may also invest in shares of other GMO Funds, including the GMO Fixed Income Funds, GMO Alpha Only Fund, and GMO Alternative Asset Opportunity Fund.

The financial statements of the series of the Trust in which the Fund invests ("underlying funds") should be read in conjunction with the Fund's financial statements. These financial statements are available, without charge, upon request, by calling (617) 346-7646 (collect) or by visiting GMO's website at www.gmo.com.

The Fund currently limits subscriptions due to capacity considerations.

2.  Significant accounting policies

The following is a summary of significant accounting policies which are in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and which are consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The accounting records of the Fund are maintained in U.S. dollars.

Portfolio valuation

Shares of the underlying funds and other mutual funds are valued at their net asset value.

Investments held by the underlying funds are valued as follows. 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 generally valued at the most recent quoted bid price. Short-term investments with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates fair value. Securities for which quotations are not readily available or whose values the Manager has determined to be unreliable are valued at fair value as


8



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

determined in good faith by the Trustees or other persons acting at their direction pursuant to procedures approved by the Trustees. By its nature, a fair value price is a good faith estimate of the value of a security at a given point in time and may not reflect the value that would be realized if the security was sold and the differences could be material. 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 are generally valued using fair value prices supplied by a third party vendor based on models to the extent that these fair value prices are available.

Repurchase agreements

The Fund may enter into repurchase agreements with banks and broker-dealers whereby the Fund acquires a security for cash and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The Fund, through its custodian, takes possession of securities collateralizing the repurchase agreement. The collateral is marked to market daily to ensure that the market value of the underlying assets remains sufficient to protect the Fund in the event of default by the seller. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the Fund and the counterparty. In connection with transactions in repurchase agreements, if the seller defaults or enters into insolvency proceedings and the value of the collateral declines, recovery of cash by the Fund may be delayed or limited. There were no repurchase agreements outstanding at the end of the period.

Taxes and distributions

The Fund intends to qualify each tax year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund intends to distribute substantially all of its net investment income and net realized short-term and long-term capital gains, if any, after giving effect to any available capital loss carryovers for U.S. federal income tax purposes. Therefore, no provision for U.S. federal income or excise tax is necessary.

The Fund's policy is to declare and pay distributions from net investment income, if any, semiannually, and from net realized short-term and long-term capital gains, if any, at least annually. All distributions are paid in shares of the Fund, at net asset value, unless the shareholder elects to receive cash distributions. Distributions to shareholders are recorded by the Fund on the ex-dividend date.

Income and capital gain distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Distributions in excess of net investment income or net realized gains are temporary over distributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.


9



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

U.S. GAAP and tax accounting differences primarily relate to differing treatment of mutual fund distributions received.

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 29, 2008. The financial highlights exclude these adjustments.

Distributions
In Excess Of Net
Investment Income
  Accumulated
Net
Realized Gain
  Paid-in Capital  
$ 28,350,036     $ (28,350,037 )   $ 1    

 

The tax character of distributions declared to shareholders is as follows:

    2/29/2008   2/28/2007  
Ordinary income (including any
short-term capital gains)
  $ 42,017,444     $ 32,338,744    
Long-term capital gains     90,150,512       58,804,995    
Total distributions   $ 132,167,956     $ 91,143,739    

 

Distributions in excess of tax basis earnings and profits, if significant, are reported in the financial statements as a tax return of capital.

As of February 29, 2008, the components of distributable earnings on a tax basis consisted of the following:

Undistributed long-term capital gain   $ 97,253,469    

 

As of February 29, 2008, the approximate cost for U.S. federal income tax purposes and gross and net unrealized appreciation and depreciation in value of investments were as follows:

Aggregate Cost   Gross Unrealized
Appreciation
  Gross Unrealized
(Depreciation)
  Net Unrealized
Appreciation
(Depreciation)
 
$ 700,126,961     $ 79,859,610     $ (24,409,185 )   $ 55,450,425    

 

Security transactions and related investment income

Security transactions are accounted for on trade date. Income dividends and capital gain distributions from the underlying funds are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Non-cash dividends, if any, are recorded at the fair market value of the securities received. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.


10



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

Expenses

The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. In addition, the Fund will also incur certain fees and expenses indirectly as a shareholder in the underlying funds. Because the underlying funds have varied expense and fee levels and the Fund may own different proportions of the underlying funds at different times, the amount of fees and expenses indirectly incurred by the Fund will vary (See Note 3).

State Street Bank and Trust Company ("State Street") serves as custodian, fund accounting agent and transfer agent of the Fund. State Street's fee may be reduced by credits that are an earnings allowance calculated on the average daily cash balances the Fund maintains with State Street. Credit balances used to reduce the fee paid to State Street, if any, are reported as a reduction of expenses in the Statement of Operations.

Purchases and redemptions of Fund shares

As of February 29, 2008, the premium on cash purchases and fee on cash redemptions of Fund shares are each 0.16% of the amount invested. The redemption fee is only applicable to shares acquired on or after June 30, 2003. The Fund's purchase premium or redemption fee are approximately equal to the weighted average of the purchase premiums and redemptions fees, if any, of the underlying funds in which the Fund was invested as of June 30, 2007. The level of purchase premium and redemption fee for the Fund may be adjusted to account for changes in the Fund's investments (i.e., changes in the percentage of Fund assets allocated to each underlying fund). If the Manager determines that any portion of a cash purchase or redemption is offset by a corresponding cash redemption or purchase occurring on the same day, it will waive the purchase premium or redemption fee in an amount approximately equal to the fee with respect to that portion. In addition, the purchase premium or redemption fee charged by the Fund may be waived in extraordinary circumstances if the Fund will not incur transaction costs. All purchase premiums and redemption fees are paid to and recorded by the Fund as paid-in capital. The Manager will waive the purchase premium relating to the in-kind portion of a purchase transaction except to the extent of certain estimated or known transaction costs (e.g. stamp duties and transfer taxes) incurred by the Fund in connection with the transfer of the purchasing shareholder's securities to the Fund. In-kind redemption transactions are generally not subject to redemption fees except to the extent those transactions include a cash component. However, when a substantial portion of a Fund is being redeemed, the Fund may assess estimated or known transaction costs. There is no premium for reinvested distributions.

Investment risks

The Fund is subject to the investment risks associated with an investment in the underlying funds, some of which may invest in foreign securities. There are certain additional risks involved in investing in foreign securities that are not inherent in investments in U.S. securities. These risks may involve adverse political and economic developments, including the possible imposition of capital controls or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The risks described above apply to an even greater extent to investments in


11



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

emerging markets. The securities markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and developed foreign markets. Additionally, the investment risks associated with an investment in the underlying funds may be more pronounced to the extent that the underlying funds engage in derivative transactions.

Recently issued accounting pronouncements

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in the tax return that could impact the Fund's financial statements. It also provides guidance in relation to the Fund's financial statements on classification of tax benefits or liabilities, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 for registered investment companies. Management has evaluated the effects of applying the various provisions of FIN 48 and has determined that the adoption of FIN 48 does not have a material effect on the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years, if applicable, remain subject to examination by the Internal Revenue Service. Management will continue to monitor the rules and guidance pertaining to FIN 48 and will take action if appropriate.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("FAS 157"), "Fair Value Measurements." FAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosure about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund's financial statement disclosures.

3.  Fees and other transactions with affiliates

The Manager determines the allocation of the assets of the Fund among the designated underlying funds. The Manager does not directly charge a management fee or shareholder service fee, but receives management and shareholder service fees from the underlying funds in which the Fund invests.

The Manager has contractually agreed to reimburse the Fund for Fund expenses through at least June 30, 2008 (excluding expenses indirectly incurred by investment in the underlying funds, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust's Chief Compliance Officer ("CCO") (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the


12



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes)).

The Fund incurs fees and expenses indirectly as a shareholder in the underlying funds. For the year ended February 29, 2008, these indirect fees and expenses expressed as an annualized percentage of the Fund's average daily net assets were as follows:

Indirect Net
Expenses (excluding
shareholder service fees)
  Indirect Shareholder
Service Fees
  Total Indirect
Expenses
 
  0.631 %     0.084 %     0.715 %  

 

      

The Fund's portion of the fees paid by the Trust to the independent Trustees and CCO during the year ended February 29, 2008 was $6,876 and $3,486, respectively. The compensation and expenses of the CCO are included in miscellaneous expenses in the Statement of Operations. No remuneration was paid by the Fund 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 and class exchanges, for the year ended February 29, 2008 aggregated $153,880,308 and $71,563,297, 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 29, 2008, 29.14% of the outstanding shares of the Fund were held by two shareholders, each holding in excess of 10% of the Fund's outstanding shares. No other shareholder owned in excess of 10% of the outstanding shares of the Fund. Investment activities of these shareholders may have a material effect on the Fund.

As of February 29, 2008, 0.02% of the Fund's shares were held by four related parties comprised of certain GMO employee accounts.


13



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Notes to Financial Statements — (Continued)
February 29, 2008

7.  Share transactions

    Year Ended
February 29, 2008
  Year Ended
February 28, 2007
 
Class III:   Shares   Amount   Shares   Amount  
Shares sold     25,844     $ 478,479       77,925     $ 1,404,568    
Shares issued to shareholders
in reinvestment of distributions
    6,819,633       126,019,627       4,812,509       84,216,341    
Shares repurchased     (3,144,468 )     (60,503,154 )     (1,145,352 )     (20,533,510 )  
Purchase premiums           742             2,056    
Redemption fees           76,599             18,143    
Net increase (decrease)     3,701,009     $ 66,072,293       3,745,082     $ 65,107,598    

 

8.  Investments in affiliated issuers

A summary of the Fund's transactions in the shares of affiliated issuers during the year ended February 29, 2008 is set forth below:

Affiliate   Value,
beginning of
period
  Purchases   Sales
Proceeds
  Dividend
Income
  Distributions
of Realized
Gains
  Value,
end of
period
 
GMO Emerging
Countries Fund,
Class III
  $ 18,624,705     $ 7,374,423     $ 7,000     $ 392,529     $ 6,981,895     $ 24,331,147    
GMO Emerging
Markets Fund,
Class VI
    146,067,671       44,329,944       22,307,561       2,366,774       41,863,170       165,596,573    
GMO International
Growth Equity Fund,
Class IV
    295,016,842       54,167,876       30,806,933       3,707,736       48,009,094       283,913,374    
GMO International
Intrinsic Value Fund,
Class IV
    297,957,461       47,969,798       17,342,231       7,226,664       37,836,085       281,716,937    
GMO International
Small Companies Fund,
Class III
    1,105,478       38,267       1,099,572             38,266          
Totals   $ 758,772,157     $ 153,880,308     $ 71,563,297     $ 13,693,703     $ 134,728,510     $ 755,558,031    

 


14




Report of Independent Registered Public Accounting Firm

To the Trustees of GMO Trust and the Shareholders of
GMO International Equity Allocation Fund

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of GMO International Equity Allocation Fund (the "Fund") at February 29, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 29, 2008


15



GMO International Equity Allocation Fund

(A Series of GMO Trust)

Fund Expenses
February 29, 2008 (Unaudited)

Expense Examples: The following information is in relation to expenses for the six month period ended February 29, 2008.

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including purchase premiums and redemption fees; and (2) ongoing costs including indirect management fees, shareholder service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, September 1, 2007 through February 29, 2008.

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 $10,000,000 account value divided by $1,000 = 10,000), 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     0.73 %   $ 1,000.00     $ 973.20     $ 3.58    
2) Hypothetical     0.73 %   $ 1,000.00     $ 1,021.23     $ 3.67    

 

*  Expenses are calculated using the Class's annualized net expense ratio (including indirect expenses incurred) for the six months ended February 29, 2008, multiplied by the average account value over the period, multiplied by 182 days in the period, divided by 366 days in the year.


16



GMO International Equity Allocation Fund

(A Series of GMO Trust)


Tax Information for the Tax Year Ended February 29, 2008 (Unaudited)

The Fund will notify shareholders of amounts for use in preparing 2008 income tax forms in January 2009.

The Fund's distributions to shareholders include $90,150,512 from long-term capital gains.

For taxable, non-corporate shareholders, 36.57% of the income and short-term capital gains, if any, distributed in the Fund's fiscal year ended February 29, 2008 represents qualified dividend income subject to the 15% rate category.

The Fund hereby designates as qualified interest income with respect to its taxable year ended February 29, 2008, $25,720,142 or if determined to be different, the qualified interest income of such year.


17



Trustees and Officers (Unaudited)

The following tables list the Trust's Trustees and Officers as of the date of this report; their address and date of birth ("DOB"); their position with the Trust; the length of time holding that position with the Trust; their principal occupation(s) during the past five years; the number of portfolios in the fund complex they oversee; and other directorships they hold in companies subject to registration or reporting requirements of the Securities Exchange Act of 1934 (generally called "public companies") or in registered investment companies. The Trust's Statement of Additional Information ("SAI") includes additional information about the Trust's trustees, including changes subsequent to the date of the report. The SAI is available, without charge, upon request by writing GMO, c/o GMO Trust, 40 Rowes Wharf, Boston, MA 02110.

Independent Trustees:

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Donald W.
Glazer, Esq.
c/o GMO Trust
40 Rowes Wharf Boston, MA 02110
DOB: 07/26/1944
  Chairman of
the Board of Trustees
  Chairman of the Board of Trustees since March 2005; Lead Independent Trustee (September 2004 – March 2005); Trustee since December 2000.   Consultant – Law and Business2; Vice Chair (since 2002) and Secretary, Provant, Inc. (provider of personnel performance improvement services and training products); Author of Legal Treatises.     47     None.  

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

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, 2006 and December 31, 2007, these entities paid $825,738 and $291,721 respectively, in legal fees and disbursements to Goodwin.


18



Independent Trustees — (Continued)

Name, Address,
and DOB
  Position(s)
Held with Trust
  Term of Office1
and Length of
Time Served
  Principal
Occupation(s)
During Past
Five Years
  Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
  Other
Directorships
Held by
Trustee
 
Jay O. Light
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/03/1941
  Trustee   Since May 1996.   Dean (since April 2006), Acting Dean (August 2005 – April 2006), Senior Associate Dean (1998 – 2005), and Professor of Business Administration, Harvard Business School.     47     Director of Harvard Management Company, Inc.3 and Verde, Inc.; Director of Partners HealthCare System, Inc. and Chair of its Investment Committee.4   
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).
    47     Director of Courier Corporation (a book publisher and manufacturer); Member of the Investment Committee of Partners HealthCare System, Inc.4   

 

1  Each Trustee is elected to serve during the continued lifetime of the Trust until he/she dies, resigns or is removed, or if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his/her successor.

3  Harvard Management Company, Inc. is a client of the Manager.

4  Partners HealthCare System, Inc. is a client of the Manager.


19



Principal Officers:

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
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; Chief Financial Officer, November 2006 – February 2007.   Chief Financial Officer, Chief Operating Officer and Member, Grantham, Mayo, Van Otterloo & Co. LLC.  
Sheppard N. Burnett
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/24/1968
  Treasurer and Chief Financial Officer   Chief Financial Officer since March 2007; Treasurer since November 2006; Assistant Treasurer, September 2004 – November 2006.   Fund Administration Staff, Grantham, Mayo, Van
Otterloo & Co. LLC
(June 2004 – present); Vice President, Director of Tax, Columbia Management Group (2002 – 2004).
 
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.  
John L. Nasrah
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 05/27/1977
  Assistant Treasurer   Since March 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. LLC (September 2004 – present); Tax Analyst, Bain & Company, Inc (June 2003 – September 2004); Senior Tax Associate, PricewaterhouseCoopers LLP (2001 – 2003).  
Mahmoodur Rahman
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 11/30/1967
  Assistant Treasurer   Since September 2007.   Fund Administrator, Grantham, Mayo, Van Otterloo & Co. (April 2007 – present); Vice President and Senior Tax Manager, Massachusetts Financial Services Company (January 2000 – April 2007).  

 

5  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.


20



Principal Officers — (Continued)

Name, Address, and
DOB
  Position(s) Held
with Trust
  Term of Office5
and Length of
Time Served
  Principal Occupation(s)
During Past Five Years
 
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).  
Jason B. Harrison
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 01/29/1977
  Vice President and Clerk   Vice President since November 2006; Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since February 2006) and Attorney, Ropes & Gray LLP (September 2002 – February 2006).  
David L. Bohan
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 06/21/1964
  Vice President and Assistant Clerk   Vice President since March 2005; Assistant Clerk since March 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (September 2003 – present); Attorney, Goodwin Procter LLP (September 1996 – September 2003).  
Gregory L. Pottle
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 07/09/1971
  Vice President and Assistant Clerk   Since November 2006.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.  
Anne K. Trinque
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 04/15/1978
  Vice President and Assistant Clerk   Since September 2007.   Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC (since January 2007); Attorney, Goodwin Procter LLP (September 2003 – January 2007).  
Cheryl Wakeham
c/o GMO Trust
40 Rowes Wharf
Boston, MA 02110
DOB: 10/29/1958
  Anti-Money Laundering Officer   Since December 2004.   Manager, Client Service Administration, Grantham, Mayo, Van Otterloo & Co. LLC.  

 

5  Officers are elected to hold such office until their successor is elected and qualified to carry out the duties and responsibilities of their office, or until he or she resigns or is removed from office.


21




 

Item 2. Code of Ethics.

 

As of February 29, 2008, 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 29, 2008, 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 2008 and 2007 were $2,154,900 and $1,984,100, respectively.

 

(b)         AUDIT-RELATED FEES: The aggregate fees billed to the registrant in 2008 and 2007 for engagements for audit-related services rendered by PricewaterhouseCoopers LLP that related directly to the operations and financial reporting of the Funds were $64,212 and $142,402, respectively. The aggregate fees billed in 2008 and 2007 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 $250,000 and $409,700, respectively.

 

(c)          TAX FEES:  The aggregate fees billed to the registrant in 2008 and 2007 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 $904,314 and $885,694, respectively.   The aggregate fees billed in 2008 and 2007 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 $9,800 and $5,810, 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 2008 or 2007.

 

(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) certain 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 to the policy, 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 2008 and 2007 for non-audit services rendered to the registrant, the registrant’s Service Affiliates were $1,229,726 and $1,445,706, respectively.  For the fiscal year ended February 29, 2008, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $1,400 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, 2007, this amount reflects the amounts disclosed above in Item 4(b),(c),(d), plus $2,100 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.

 


*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 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 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 hereto as EX-99.CODEETH.

 

(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 Principal Executive Officer and Principal Financial Officer of the registrant  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) are attached hereto as EX-99.906 CERT.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

GMO Trust

 

 

By (Signature and Title):

/s/ Scott E. Eston

 

 

Scott E. Eston, Chief Executive Officer

 

 

 

Date:

  April 30, 2008

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By (Signature and Title):

/s/ Scott E. Eston

 

 

Scott E. Eston, Principal Executive Officer

 

 

 

Date:

  April 30, 2008

 

 

 

 

 

 

 

By (Signature and Title):

/s/ Sheppard N. Burnett

 

 

Sheppard N. Burnett, Principal Financial Officer

 

 

 

Date:

  April 30, 2008