GMO TRUST
497, 1995-09-27
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File Nos. 2-98772
        811-4347

                                GMO TRUST

        GMO Trust (the "Trust"), 40 Rowes Wharf, Boston, Massachusetts 02110, is
an open-end management investment company offering seven diversified  portfolios
and fourteen non-diversified portfolios (the portfolios,  other than the Pelican
Fund whose shares are offered pursuant to a separate prospectus, are referred to
herein  as the  "Funds").  Each  Fund  has its  own  investment  objectives  and
strategies. Grantham, Mayo, Van Otterloo & Co. (the "Manager") is the manager of
each Fund.  The Manager has entered  into a  Consulting  Agreement  with Dancing
Elephant, Ltd. (the "Consultant") with respect to the management of the Emerging
Markets Fund.  Unless otherwise noted,  each of the Funds referred to below is a
diversified  portfolio.  For a  discussion  of  the  significance  and/or  risks
associated with  "non-diversified"  portfolios,  see  "Descriptions and Risks of
Fund Investment  Practices -- Diversified  and  Non-Diversified  Portfolios".  A
Table of Contents appears on page 3 of this Prospectus.

DOMESTIC EQUITY FUNDS

        The Trust offers the following  seven domestic equity  portfolios  which
are collectively referred to as the "Domestic Equity Funds".

         GMO CORE FUND (the "Core Fund") seeks a total return  greater than that
of the  Standard & Poor's  500 Stock Index (the "S&P 500") through investment in
common  stocks  chosen from among the 1,200  companies  with the largest  equity
capitalization   whose  securities  are  listed  on  a  United  States  national
securities exchange (the "Large Cap 1200").

         GMO TOBACCO-FREE CORE FUND (the "Tobacco-Free Core Fund") seeks a total
return  greater  than that of the S&P 500 through  investment  in common  stocks
chosen  from the  Large Cap 1200  which are not  Tobacco  Producing  Issuers.  A
"Tobacco Producing Issuer" is an issuer which derives more than 10% of its gross
revenues from the production of tobacco-related products.

         GMO  VALUE  ALLOCATION  FUND  (the  "Value   Allocation   Fund")  is  a
non-diversified portfolio that seeks a total return greater than that of the S&P
500 through  investment in common stocks chosen from the Large Cap 1200.  Strong
consideration is given to common stocks whose current prices,  in the opinion of
the  Manager,  do not  adequately  reflect the  on-going  business  value of the
underlying company.

         GMO  GROWTH  ALLOCATION  FUND  (the  "Growth  Allocation  Fund")  is  a
non-diversified  portfolio  that  seeks  long-term  growth  of  capital  through
investment in the equity securities of companies chosen from the Large Cap 1200.
Current income is only an incidental consideration.

         GMO U.S. SECTOR  ALLOCATION FUND (the "U.S. Sector Allocation Fund") is
a  non-diversified  portfolio that seeks a total return greater than that of the
S&P 500  through  investment  in  common  stocks  chosen  from  among  the 1,800
companies with the largest equity  capitalization whose securities are listed on
a United States national securities exchange.

         GMO CORE II  SECONDARIES  FUND (the "Core II  Secondaries  Fund") seeks
long-term  growth of capital  through  investment  primarily in companies  whose
equity  capitalization  ranks in the lower two thirds of the 1800 companies with
the largest equity capitalization whose securities are listed on a United States
national   securities   exchange.   Current   income   is  only  an   incidental
consideration.

         GMO  FUNDAMENTAL  VALUE  FUND  (the  "Fundamental  Value  Fund")  seeks
long-term  capital growth  through  investment  primarily in equity  securities.
Consideration of current income is secondary to this principal objective.

INTERNATIONAL EQUITY FUNDS

        The Trust offers the following six international equity portfolios which
are collectively referred to as the "International Equity Funds."

         GMO  INTERNATIONAL  CORE FUND (the  "International  Core  Fund")  seeks
maximum  total return  through  investment  in a portfolio  of common  stocks of
non-U.S. issuers.

        GMO  CURRENCY  HEDGED  INTERNATIONAL  CORE  FUND (the  "Currency  Hedged
International  Core Fund") is a  non-diversified  portfolio  that seeks  maximum
total return  through  investment  in a portfolio  of common  stocks of non-U.S.
issuers and through  management of the Fund's foreign  currency  positions.  The
Fund has  similar  policies  to the  International  Core Fund,  except  that the
Currency  Hedged  International  Core Fund will  maintain  currency  hedges with
respect to a substantial portion of the foreign currency exposure represented in
the Fund's benchmark while the International Core Fund will generally hedge only
a limited  portion of the  currency  exposure of that  benchmark.  The  Currency
Hedged International Core Fund has not yet commenced operations.

         GMO  INTERNATIONAL  SMALL  COMPANIES  FUND  (the  "International  Small
Companies  Fund") seeks maximum  total return  through  investment  primarily in
equity  securities of foreign  issuers whose equity  securities  are traded on a
major stock exchange of a foreign country  ("foreign stock exchange  companies")
and whose equity capitalization at the time of investment,  when aggregated with
the equity  capitalizations  of all foreign  stock  exchange  companies  in that
country whose equity  capitalizations  are smaller than that of such company, is
less  than 50% of the  aggregate  equity  capitalization  of all  foreign  stock
exchange companies in such country.

         GMO JAPAN FUND (the "Japan Fund") is a  non-diversified  portfolio that
seeks maximum total return through investment in Japanese securities,  primarily
in common stocks of Japanese companies.

         GMO  EMERGING   MARKETS  FUND  (the  "Emerging   Markets  Fund")  is  a
non-diversified  portfolio that seeks long term capital appreciation  consistent
with what the Manager believes to be a prudent level of risk through  investment
in equity and  equity-related  securities  traded in the  securities  markets of
newly  industrializing  countries  in Asia,  Latin  America,  the  Middle  East,
Southern Europe, Eastern Europe and Africa.

         GMO GLOBAL  HEDGED  EQUITY FUND (the "Global  Hedged Equity Fund") is a
non-diversified  portfolio  that seeks  total  return  consistent  with  minimal
exposure to general equity market risk.

FIXED INCOME FUNDS

        The Trust offers the  following  six domestic  and  international  fixed
income  portfolios  which are  collectively  referred  to as the  "Fixed  Income
Funds".

         GMO DOMESTIC BOND FUND (the "Domestic Bond Fund") is a  non-diversified
portfolio  that seeks high total  return  through  investment  primarily in U.S.
government  securities.  The Fund may also invest a  significant  portion of its
assets in other investment grade bonds (including convertible bonds) denominated
in U.S.  dollars.  The  Fund's  portfolio  will  generally  have a  duration  of
approximately four to six years (excluding short-term investments).

         GMO  SHORT-TERM  INCOME  FUND  (the  "Short-Term  Income  Fund")  is  a
non-diversified  portfolio  that seeks current  income to the extent  consistent
with the preservation of capital and liquidity through investment in a portfolio
of high quality  short-term  instruments.  The Short-Term Income Fund intends to
invest in short-term securities, but it is not a "money market fund."

        GMO  INTERNATIONAL  BOND  FUND  (the  "International  Bond  Fund") is a
non-diversified portfolio that seeks high total return by investing primarily in
investment  grade bonds  (including  convertible  bonds)  denominated in various
currencies  including U.S. dollars or in multicurrency  units. The Fund seeks to
provide a total return greater than that provided by the
international fixed income securities market generally.

         GMO  CURRENCY  HEDGED  INTERNATIONAL  BOND FUND (the  "Currency  Hedged
International  Bond  Fund")  is  a  non-diversified   portfolio  with  the  same
investment  objectives and policies as the  International  Bond Fund except that
the Currency  Hedged  International  Bond Fund will  generally  attempt to hedge
substantially all of its foreign currency risk while the International Bond Fund
will generally not hedge any of its foreign currency risk. Despite the otherwise
identical  objectives  and policies,  the  composition of the two portfolios may
differ substantially at any given time.

         GMO GLOBAL  BOND FUND (the  "Global  Bond  Fund") is a  non-diversified
portfolio  that seeks high total  return by investing  primarily  in  investment
grade bonds  (including  convertible  bonds)  denominated in various  currencies
including U.S.  dollars or in  multicurrency  units. The Fund seeks to provide a
total return  greater than that  provided by the global fixed income  securities
market generally.

         GMO EMERGING COUNTRY DEBT FUND (the "Emerging  Country Debt Fund") is a
non-diversified portfolio that seeks high total return by investing primarily in
sovereign debt (bonds and loans) of countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe and Africa.

         GMO CORE EMERGING  COUNTRY DEBT FUND (the "Core  Emerging  Country Debt
Fund") is a non-diversified  portfolio that seeks high total return by investing
primarily in the most  marketable  sovereign debt (bonds and loans) of countries
in Asia, Latin America,  the Middle East,  Southern  Europe,  Eastern Europe and
Africa. The Core Emerging Country Debt Fund has not yet commenced operations.

         Shares of each Fund are sold to  investors  by the Trust.  The  minimum
initial investment in the Trust (which minimum investment may be allocated among
one or more Funds) is $10,000,000 and the minimum for each subsequent investment
is $250,000.  For more  information,  see "Purchase of Shares".  For information
concerning share redemption procedures, see "Redemption of Shares".

         Investors  should  consider the risks  associated with an investment in
the Funds. For information concerning the types of investment practices in which
a particular Fund may engage, see "Investment Objectives and Policies". For more
information concerning such investment practices and their associated risks, see
"Descriptions and Risks of Fund Investment Practices".

         This Prospectus  concisely  describes the  information  which investors
ought to know before investing.  Please read this Prospectus  carefully and keep
it for further reference.  A Statement of Additional Information dated September
18, 1995, as revised from time to time,  is available  free of charge by writing
to Grantham,  Mayo,  Van Otterloo & Co., 40 Rowes Wharf,  Boston,  Massachusetts
02110 or by calling (617) 330-7500. The Statement,  which contains more detailed
information  about each Fund,  has been filed with the  Securities  and Exchange
Commission ("SEC") and is incorporated by reference in this Prospectus.


          THE EMERGING COUNTRY DEBT AND THE CORE EMERGING COUNTRY DEBT FUNDS MAY
INVEST WITHOUT LIMIT, THE INTERNATIONAL BOND, CURRENCY HEDGED INTERNATIONAL BOND
AND GLOBAL BOND FUNDS MAY INVEST UP TO 25% OF THEIR NET ASSETS AND THE  DOMESTIC
BOND AND GLOBAL CORE FUNDS MAY INVEST UP TO 5% OF ITS NET ASSETS IN  LOWER-RATED
BONDS, COMMONLY KNOWN AS "JUNK BONDS." INVESTMENTS OF THIS TYPE ARE SUBJECT TO A
GREATER RISK OF LOSS OF PRINCIPAL AND NON-PAYMENT OF INTEREST.  INVESTORS SHOULD
CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN INVESTMENT IN THESE FUNDS.  PLEASE
SEE  "DESCRIPTION  AND  RISKS  OF  FUND  INVESTMENT  PRACTICES  --  LOWER  RATED
SECURITIES."

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES  COMMISSION  PASSED  ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


PROSPECTUS         SEPTEMBER 18, 1995

                               TABLE OF CONTENTS


SCHEDULE OF FEES AND EXPENSES                                             4
FINANCIAL HIGHLIGHTS                                                      6
INVESTMENT OBJECTIVES AND POLICIES                                       15
    DOMESTIC EQUITY FUNDS                                                15
   Core Fund                                                             15
   Tobacco-Free Core Fund                                                15
   Value Allocation Fund                                                 16
   Growth Allocation Fund                                                16
   U.S. Sector Allocation Fund                                           17
   Core II Secondaries Fund                                              17
   Fundamental Value Fund                                                17
INTERNATIONAL EQUITY FUNDS                                               18
   International Core Fund                                               18
   Currency Hedged International Core Fund                               19
   International Small Companies Fund                                    20
   Japan Fund                                                            20
   Emerging Markets Fund                                                 21
   Global Hedged Equity Fund                                             22
FIXED INCOME FUNDS                                                       24
   Domestic Bond Fund                                                    24
   Short-Term Income Fund                                                25
   International Bond Fund                                               26
   Currency Hedged International Bond Fund                               26
   Global Bond Fund                                                      27
   Emerging Country Debt Fund                                            28
   Core Emerging Country Debt Fund                                       28
DESCRIPTIONS AND RISKS OF FUND
    INVESTMENT PRACTICES                                                 29
    Portfolio Turnover                                                   29
    Diversified and Non-Diversified Portfolios                           29
    Certain Risks of Foreign Investments                                 29
       General                                                           29
       Emerging Markets                                                  29
    Securities Lending                                                   30
    Depository Receipts                                                  30
    Convertible Securities                                               30
    Futures and Options                                                  30
       Options                                                           31
       Writing Covered Option                                            31
       Futures                                                           32
       Index Futures                                                     32
       Interest Rate Futures                                             33
       Options on Futures Contracts                                      33
    Uses of Options, Futures and Options on Futures                      33
       Risk Management                                                   33
       Hedging                                                           33
       Investment Purposes                                               33
       Synthetic Sales and Purchases                                     34
    Swap Contracts and Other Two-Party Contracts                         34
       Swap Contracts                                                    34
       Interest Rate and Currency Swap Contracts                         34
       Equity Swap Contracts and Contracts for Differences               34
       Interest Rate Caps, Floors and Collars                            35
    Foreign Currency Transactions                                        35
    Repurchase Agreements                                                36
    Debt and Other Fixed Income Securities Generally                     36
    Temporary High Quality Cash Items                                    37
    U.S. Government Securities and Foreign
       Government Securities                                             37
    Mortgage-Backed and Other Asset-Backed Securities                    37
       Collateralized Mortgage Obligations ("CMOs")                      37
    Adjustable Rate Securities                                           38
    Lower Rated Securities                                               38
    Brady Bonds                                                          38
    Zero Coupon Securities                                               38
    Indexed Securities                                                   38
    Firm Commitments                                                     39
    Loans, Loan Participations and Assignments                           39
    Reverse Repurchase Agreements and
       Dollar Roll Agreements                                            39
    Illiquid Securities                                                  40
PURCHASE OF SHARES                                                       40
    Purchase Procedures                                                  41
REDEMPTION OF SHARES                                                     41
DETERMINATION OF NET ASSET VALUE                                         42
DISTRIBUTIONS                                                            43
TAXES                                                                    43
    Withholding on Distributions to Foreign Investors                    43
    Foreign Tax Credits                                                  43
    Loss of Regulated Investment Company Status                          44
MANAGEMENT OF THE TRUST                                                  44
ORGANIZATION AND CAPITALIZATION                                          45
Appendix A                                                               46
RISKS AND LIMITATIONS OF OPTIONS,
   FUTURES AND SWAPS                                                     46
    Limitations on the Use of Options and Futures
       Portfolio Strategies                                              46
    Risk Factors in Options Transactions                                 46
    Risk Factors in Futures Transactions                                 46
    Risk Factors in Swap Contracts, OTC Options
       and other Two-Party Contracts                                     47
    Additional Regulatory Limitations on the Use
       of Futures and Related Options, Interest Rate
       Floors, Caps and Collars and Interest Rate
       and Currency Swap Contracts                                       47
Appendix B                                                               48
COMMERCIAL PAPER AND CORPORATE DEBT RATINGS                              48
    Commercial Paper Ratings                                             48
    Corporate Debt Ratings                                               48
    Standard & Poor's Corporation                                        48
    Moody's Investors Service, Inc.                                      48



                         SCHEDULE OF FEES AND EXPENSES

<TABLE>
<CAPTION>
GMO FUND NAME                     SHAREHOLDER TRANSACTION EXPENSES        ANNUAL FUND OPERATING EXPENSES

                                  Cash Purchase
                                  Premium (as a     Redemption Fees      Management             Total Fund
                                  percentage of   (as a percentage of  Fees after Fee   Other    Operating
                                amount invested)1  amount redeemed)2      Waiver3     Expenses3  Expenses3
<S>                                   <C>               <C>               <C>           <C>       <C>
Core Fund                              .17%             None               .45%         .03%       .48%

Tobacco-Free Core Fund                 .17%             None               .23%         .25%       .48%

Value Allocation Fund                  .15%             None               .56%         .05%       .61%

Growth Allocation Fund                 .17%             None               .42%         .06%       .48%

U.S. Sector Allocation Fund            .17%             None               .40%         .08%       .48%

Core II Secondaries Fund               .75%              .75%              .39%         .09%       .48%

Fundamental Value Fund                 .15%             None               .68%         .07%       .75%

International Core Fund                .75%             None               .59%7        .10%7      .69%

Currency Hedged
  International Core Fund              .75%             None               .43%         .26%4      .69%

International Small
    Companies Fund                    1.25%              .75%              .47%         .29%       .76%

Japan Fund                             .40%              .70%              .58%11         .30%9      .94%

Emerging Markets Fund                 1.60%              .40%6             .98%7        .58%7     1.56%

Global Hedged
    Equity Fund                        .60%             1.40%5             .62%         .20%4      .82%

Domestic Bond Fund                    None              None               .19%         .06%4      .25%

Short-Term Income Fund                None              None               .06%         .19%       .25%

International Bond Fund                .15%             None               .19%         .21%       .40%

Currency Hedged
    International Bond Fund            .15%             None               .31%         .09%4      .40%

Global Bond Fund                       .15%             None               .06%         .29%4      .35%

Emerging Country
    Debt Fund                          .50%              .25%8             .29%         .21%10     .50%

Core Emerging Country
   Debt Fund                           .40%             None               .00%         .45%4      .45%
</TABLE>


                         SCHEDULE OF FEES AND EXPENSES (Continued)
<TABLE>
<CAPTION>
                                                             EXAMPLES

                                  You would pay the following
                                  expenses on a $1,000 invest-      You would pay the following
                                  ment assuming 5% annual           expenses on the same
                                  return with redemption at the     investment assuming no
                                  end of each time period:          redemption:

                                  1Yr.    3 Yr.   5 Yr.    10 Yr.   1 Yr.   3 Yr.   5 Yr.    10 Yr.

<S>                               <C>     <C>     <C>      <C>      <C>     <C>     <C>      <C>
Core Fund                         $ 7     $17     $ 29     $ 62     $ 7     $17     $ 29     $ 62

Tobacco-Free Core Fund            $ 7     $17     $ 29     $ 62     $ 7     $17     $ 29     $ 62

Value Allocation Fund             $ 8     $21     $ 35     $ 78     $ 8     $21     $ 35     $ 78

Growth Allocation Fund            $ 7     $17     $ 29     $ 62     $ 7     $17     $ 29     $ 62

U.S. Sector Allocation Fund       $ 7     $17     $ 29     $ 62     $ 7     $17     $ 29     $ 62

Core II Secondaries Fund          $20     $31     $ 43     $ 79     $12     $23     $ 34     $ 67

Fundamental Value Fund            $ 9     $25     $ 43     $ 94     $ 9     $25     $ 43     $ 94

International Core Fund           $15     $29     $ 46     $ 93     $15     $29     $ 46     $ 93

Currency Hedged
  International Core Fund         $15     $29                       $15     $29

International Small
    Companies Fund                $28     $45     $ 63     $117     $20     $36     $ 54     $106

Japan Fund                        $21     $42     $ 64     $129     $14     $34     $ 56     $119

Emerging Markets Fund             $36     $69     $104     $204     $32     $65     $100     $199

Global Hedged
    Equity Fund                   $29     $48     $ 68     $128     $14     $32     $ 51     $107

Domestic Bond Fund                $ 3     $ 8     $ 14     $ 32     $ 3     $ 8     $ 14     $ 32

Short-Term Income Fund            $ 3     $ 8     $ 14     $ 32     $ 3     $ 8     $ 14     $ 32

International Bond Fund           $ 6     $14     $ 24     $ 52     $ 6     $14     $ 24     $ 52

Currency Hedged
    International Bond Fund       $ 6     $14     $ 24     $ 52     $ 6     $14     $ 24     $ 52

Global Bond Fund                  $ 5     $13                       $ 5     $13

Emerging Country
    Debt Fund                     $13     $24     $ 36     $ 71     $10     $21     $ 33     $ 68

Core Emerging Country
   Debt Fund                      $ 9     $18                       $ 9     $18
</TABLE>



                         SCHEDULE OF FEES AND EXPENSES
                                   Footnotes
1Applies only with respect to certain cash  transactions  as set forth under the
 heading "Purchase of Shares".  The Manager may waive purchase premiums if there
 are minimal  brokerage and  transaction  costs incurred in connection  with the
 purchase.  Normally,  no purchase  premium is charged  with  respect to in-kind
 purchases of Fund shares.  However,  in the case of in-kind purchases involving
 transfers  of large  positions  in markets  where the costs of  re-registration
 and/or other transfer expenses are high, the International Core Fund,  Currency
 Hedged International Core Fund, Global Core Fund, International Small Companies
 Fund,  Japan Fund and Global  Hedged  Equity  Fund may each charge a premium of
 0.10% and the Emerging Markets Fund may charge a premium of 0.20%.

2The  Manager  may  waive  redemption  fees  as  set  forth  under  the  heading
 "Redemption  of Shares" if there are minimal  brokerage and  transaction  costs
 incurred in connection with the redemption.

3The Manager has  voluntarily  undertaken to reduce its  management  fees and to
 bear certain  expenses  with respect to each Fund until  further  notice to the
 extent that a Fund's  total  annual  operating  expenses  (excluding  brokerage
 commissions,  extraordinary expenses,  securities lending fees and expenses and
 transfer taxes;  and, in the case of the Japan Fund,  Emerging Markets Fund and
 Global Hedged Equity Fund,  excluding  custodial  fees; and, in the case of the
 Global Hedged Equity Fund only, also excluding hedging  transaction fees) would
 otherwise  exceed the  percentage  of that  Fund's  daily net assets  specified
 below.  Therefore  so long as the Manager  agrees so to reduce its fee and bear
 certain expenses,  total annual operating expenses (subject to such exclusions)
 of the Fund will not exceed  these  stated  limitations.  The  Manager has also
 voluntarily  undertaken,  until further notice, to limit its management fee for
 the Emerging Markets Fund to 0.98%  regardless of the total operating  expenses
 of the Fund.  Absent such  undertakings,  management fees for each Fund and the
 annual operating expenses for each Fund would be as shown below.

<TABLE>
<CAPTION>
                                                                           Annual Fund
                                           Voluntary       Management       Operating
                                            Expense        Fee (Absent       Expenses
      Fund                                   Limit           Waiver)     (Absent Waiver)

<S>                                         <C>              <C>              <C>
Core Fund                                    .48%             .525%            .553%
Tobacco-Free Core Fund                       .48%             .50%             .75%
Value Allocation Fund                        .61%             .70%             .75%
Growth Allocation Fund                       .48%             .50%             .56%
U.S. Sector Allocation Fund                  .48%             .49%             .57%
Core II Secondaries Fund                     .48%             .50%             .59%
Fundamental Value Fund                       .75%             .75%             .82%
International Core Fund                      .69%             .75%             .84%
Currency Hedged
    International Core Fund                  .69%             .75%            1.01%
International Small Companies Fund           .75%            1.25%            1.54%
Japan Fund                                   .75%             .75%            1.05%
Emerging Markets Fund                       1.20%            1.00%            1.58%
Global Hedged Equity Fund                    .65%             .65%             .85%
Domestic Bond Fund                           .25%             .25%             .31%
Short-Term Income Fund                       .25%             .25%             .44%
International Bond Fund                      .40%             .40%             .61%
Currency Hedged International
    Bond Fund                                .40%             .50%             .59%
Global Bond Fund                             .35%             .35%             .64%
Emerging Country Debt Fund                   .50%             .50%             .71%
Core Emerging Country Debt Fund              .45%             .45%             .90%

4Based on estimated amounts for the Fund's first fiscal year.

5May be reduced  depending  upon whether it is necessary to incur costs relating
 to the early termination of hedging transactions to meet redemption requests.

6Applies  only to shares  acquired  on or after July 1, 1995  (including  shares
 acquired by reinvestment of dividends or other  distributions  on or after such
 date).

7Figure based on actual expenses for the fiscal year ended February 28, 1995 but
 restated to give effect to a change in the fee waiver and/or expense limitation
 of the Fund, which change was effective as of June 27, 1995.

8Applies  only to shares  acquired  on or after July 1, 1995  (including  shares
 acquired by reinvestment of dividends or other  distributions  on or after such
 date).

9Restated to reflect higher expenses anticipated for the current fiscal year.

10Based on expenses during the period ended February 28, 1995.

11Figure based on actual  expenses for the fiscal year ended  February 28, 1995,
 but  restated  to give  effect to a change  in the fee  waiver  and/or  expense
 limitation  of the  Fund,  which  change  is  effective  as of the date of this
 prospectus.

 </TABLE>

     Unless  otherwise  noted,  Annual Fund Operating  Expenses shown are actual
expenses for the year ended February 28, 1995.  Where a purchase  premium and/or
redemption fee is indicated as being charged by a Fund in certain instances, the
foregoing examples assume the payment of such purchase premium and/or redemption
fee even though such purchase premium and/or redemption fee is not applicable in
all cases. (See "Purchase of Shares" and "Redemption of Shares").

     The  purpose  of the  foregoing  tables is to assist in  understanding  the
various  costs and  expenses  of each Fund  that are  borne by  holders  of Fund
shares.

THE FIVE PERCENT ANNUAL RETURN AND EXPENSE NUMBERS USED ARE NOT  REPRESENTATIONS
OF FUTURE PERFORMANCE OR EXPENSES: SUBJECT TO THE MANAGER'S UNDERTAKING TO WAIVE
ITS FEE AND/OR BEAR CERTAIN EXPENSES FOR EACH FUND AS DESCRIBED IN THE FOREGOING
TABLES, ACTUAL PERFORMANCE AND/OR EXPENSES MAY BE MORE OR LESS THAN SHOWN.


<TABLE>
<CAPTION>
                                               FINANCIAL HIGHLIGHTS
                                 (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


DOMESTIC EQUITY FUNDS
  CORE FUND                                                                Year Ended February 28/29,

                                                   1995             1994             1993             1992            1991 2

<S>                                            <C>           <C>               <C>             <C>               <C>
Net asset value, beginning of period              $ 15.78          $ 15.73          $ 15.96          $ 15.13          $ 13.90
                                                   ------           ------           ------           ------           ------

Income (loss) from investment operations:
     Net investment income 3                         0.41             0.42             0.45             0.43             0.43
     Net realized and unrealized gain
       (loss) on investments                         0.66             1.59             1.13             1.55             1.74
                                                   ------           ------           ------           ------           ------

     Total from investment operations                1.07             2.01             1.58             1.98             2.17
                                                   ------           ------           ------           ------           ------

Less distributions to shareholders:
     From net investment income                     (0.39)           (0.43)           (0.46)           (0.42)           (0.51)
     From net realized gains                        (1.01)           (1.53)           (1.35)           (0.73)           (0.43)
                                                   ------           ------           ------           ------           ------

     Total distributions                            (1.40)           (1.96)           (1.81)           (1.15)           (0.94)
                                                   ------           ------           ------           ------           ------

Net asset value, end of period                    $ 15.45          $ 15.78          $ 15.73          $ 15.96          $ 15.13
                                                   ======           ======           ======           ======           ======

Total Return 4                                       7.45%           13.36%           10.57%           13.62%           16.52%

Ratios/Supplemental Data:
Net assets, end of period (000's)              $2,309,248       $1,942,005       $1,892,955        $2,520,710      $1,613,945
Net  expenses to average  daily
  net assets 3                                       0.48%            0.48%            0.49%            0.50%            0.50%
Net investment income to average
  daily net assets 3                                 2.63%            2.56%            2.79%            2.90%            3.37%
Portfolio turnover rate                                99%              40%              54%              39%              55%
</TABLE>

<TABLE>
<CAPTION>

  CORE FUND (continued)                                                    Year Ended February 28/29,

                                                  1990 2           1989 2            1988 2           1987 2          1986 1, 2

<S>                                            <C>            <C>              <C>              <C>               <C>
Net asset value, beginning of period              $ 14.47          $ 13.43          $ 15.24          $ 12.64          $ 10.00
                                                   ------           ------           ------           ------           ------

Income (loss) from investment operations:
     Net investment income 3                         0.65             0.54             0.45             0.34             0.11
     Net realized and unrealized gain
       (loss) on investments                         2.43             0.96            (0.92)            3.15             2.53
                                                   ------           ------           ------           ------           ------

     Total from investment operations                3.08             1.50            (0.47)            3.49             2.64
                                                   ------           ------           ------           ------           ------

Less distributions to shareholders:
     From net investment income                     (0.70)           (0.46)           (0.38)           (0.46)          --.--
     From net realized gains                        (2.95)           --.--            (0.96)           (0.43)          --.--
                                                   ------           ------           ------           ------           ------
     Total distributions                            (3.65)           (0.46)           (1.34)           (0.89)          --.--
                                                   ------           ------           ------           ------           ------

Net asset value, end of period                    $ 13.90          $ 14.47          $ 13.43          $ 15.24          $ 12.64
                                                   ======           ======           ======           ======           ======

Total Return 4                                      21.19%           11.49%           (3.20%)          28.89%           26.46%

Ratios/Supplemental Data:
Net assets, end of period (000's)              $1,016,965       $1,222,115        $1,010,014        $909,394         $266,734
Net  expenses to average  daily
  net assets 3                                       0.50%            0.50%            0.52%            0.53%            0.53% 5
Net investment income to average
  daily net assets 3                                 3.84%            4.02%            3.23%            3.06%            3.63% 5
Portfolio turnover rate                                72%              51%              46%              75%              81%

1 For the period from the  commencement  of  operations,  September  25, 1985 to
February 28, 1986.
2 The per share amounts and the number of shares  outstanding have been restated
to reflect a ten for one stock split effective December 31, 1990.
3 Net of fees and expenses  voluntarily  waived or borne by the Manager of $ .01
per share for each period presented.
4  Calculation  excludes  subscription  fees.  The total returns would have been
lower had certain expenses not been waived during the periods shown.
5 Annualized.
</TABLE>

<TABLE>
<CAPTION>
  TOBACCO - FREE CORE FUND                                             Year Ended February 28/29,
                                                    1995                1994                1993               1992 1

<S>                                               <C>                 <C>                 <C>                 <C>
Net asset value, beginning of period              $ 11.07             $ 11.35             $ 10.50             $ 10.00
                                                   ------              ------              ------              ------

Income (loss) from investment operations:
     Net investment income 2                         0.23                0.34                0.31                0.12
     Net realized and unrealized gain
       (loss) on investments                         0.50                1.18                0.84                0.44
                                                   ------              ------              ------              ------

     Total from investment operations                0.73                1.52                1.15                0.56
                                                   ------              ------              ------              ------

Less distributions to shareholders:
     From net investment income                     (0.28)              (0.35)              (0.30)              (0.06)
     From net realized gains                        (0.87)              (1.45)             -.-                 -.-
                                                   ------              ------              ------              ------
     Total distributions                            (1.15)              (1.80)              (0.30)              (0.06)
                                                   ------              ------              ------              ------

Net asset value, end of period                    $ 10.65             $ 11.07             $ 11.35             $ 10.50
                                                   ======              ======              ======              ======

Total Return 3                                       7.36%              14.12%              11.20%               5.62%

Ratios/Supplemental Data:
     Net assets, end of period (000's)            $47,969             $55,845              $85,232            $75,412
     Net expenses to average daily net               0.48%               0.48%               0.49%               0.49% 4
assets 2
     Net investment income to average
         daily net assets 2                          2.52%               2.42%               2.88%               3.77%4
     Portfolio turnover rate                          112%                 38%                 56%                  0%


1 For the period  from the  commencement  of  operations,  October  31,  1991 to
February 29, 1992.
2 Net of fees and expenses voluntarily waived or borne by the Manager of $ .03 ,
$.03, $.02 and $.01 for the fiscal years 1995, 1994, and 1993 and for the period
ended February 29, 1992,  respectively.
3  Calculation  excludes  subscription  fees.  The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Annualized.
</TABLE>

<TABLE>
<CAPTION>
VALUE ALLOCATION FUND                    Year Ended February 28/29,
                                                1995           1994           1993           1992         1991 1

<S>                                          <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period         $ 13.48        $ 13.50        $ 12.94        $ 12.25        $ 10.00
                                              ------         ------         ------         ------         ------

Income (loss) from investment operations:
     Net investment income 2                    0.41           0.43           0.38           0.40           0.12
     Net realized and unrealized gain
       (loss) on investments                    0.32           1.27           0.98           1.11           2.16
                                              ------         ------         ------         ------         ------

     Total from investment operations           0.73           1.70           1.36           1.51           2.28
                                              ------         ------         ------         ------         ------

Less distributions to shareholders:
     From net investment income                (0.45)         (0.40)         (0.38)         (0.41)         (0.03)
     From net realized gains                   (1.71)         (1.32)         (0.42)         (0.41)        --.--
                                              ------         ------         ------         ------         ------

     Total distributions                       (2.16)         (1.72)         (0.80)         (0.82)         (0.03)
                                              ------         ------         ------         ------         ------

Net asset value, end of period               $ 12.05        $ 13.48        $ 13.50        $ 12.94        $ 12.25
                                              ======         ======         ======         ======         ======

Total Return 3                                  6.85%         13.02%         11.01%         12.96%         22.85%

Ratios/Supplemental Data:

     Net assets, end of period (000's)      $350,694       $679,532     $1,239,536       $644,136       $190,664
     Net expenses to average daily net          0.61%          0.61%          0.62%          0.67%        0.70% 4
assets 2
     Net investment income to average
         daily net assets 2                     2.86%          2.70%          3.15%          3.75%        7.89% 4
     Portfolio turnover rate                      77%            35%            50%            41%            23%


1 For the period  from the  commencement  of  operations,  November  14, 1990 to
February 28, 1991.
2 Net of fees and expenses  voluntarily  waived or borne by the Manager of $.02,
$.02,  $.01,  $.01, and $.01 for the fiscal years 1995, 1994, 1993, and 1992 and
for the period ended February 28, 1991, respectively.
3  Calculation  excludes  subscription  fees.  The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Annualized.
</TABLE>


<TABLE>
<CAPTION>
GROWTH ALLOCATION FUND                   Year Ended February 28/29,
                                               1995        1994        1993        1992         1991        1990        1989 1


<S>                                          <C>         <C>         <C>         <C>          <C>         <C>         <C>
Net asset value, beginning of period         $  4.14     $  4.55     $  5.82     $  14.54     $ 12.64     $ 10.49     $ 10.00
                                              ------      ------      ------      -------      ------      ------      ------

Income (loss) from investment operations:
     Net investment income 2                    0.06        0.06        0.07         0.19        0.25        0.26        0.03
     Net realized and unrealized gain
       (loss) on investments                    0.38        0.11        0.17         1.63        2.61        2.40        0.46
                                              ------      ------      ------      -------      ------      ------      ------

     Total from investment operations           0.44        0.17        0.24         1.82        2.86        2.66        0.49
                                              ------      ------      ------      -------      ------      ------      ------

Less distributions to shareholders:
     From net investment income                (0.06)      (0.06)      (0.08)       (0.23)      (0.25)      (0.23)     --.--
     From net realized gains                   (0.07)      (0.52)      (1.43)      (10.31)      (0.71)      (0.28)     --.--
                                              ------      ------      ------      -------      ------      ------      ------

     Total distributions                       (0.13)      (0.58)      (1.51)      (10.54)      (0.96)      (0.51)     --.--
                                              ------      ------      ------      -------      ------      ------      ------

Net asset value, end of period               $  4.45     $  4.14     $  4.55     $   5.82     $ 14.54     $ 12.64     $ 10.49
                                              ======      ======      ======      =======      ======      ======      ======

Total Return 3                                 10.86%       4.13%       3.71%       20.47%      24.24%      25.35%       4.90%

Ratios/Supplemental Data:

     Net assets, end of period (000's)      $239,006    $230,698    $168,143     $338,439  $1,004,345     $823,891   $291,406
     Net expenses to average daily net          0.48%       0.48%       0.49%        0.50%       0.50%       0.50%       0.08% 4
       assets 2
     Net investment income to average
         daily net assets 2                     1.50%       1.38%       1.15%        1.38%       1.91%       2.34%       0.52%4
     Portfolio turnover rate                     139%         57%         36%          46%         45%         57%          0%

1 For the period  from the  commencement  of  operations,  December  28, 1988 to
February 28, 1989.
2 Net of fees and  expenses  voluntarily  waived or borne by the Manager of less
than $.01 for each period presented.
3  Calculation  excludes  subscription  fees.  The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Annualized.
</TABLE>

<TABLE>
<CAPTION>

U.S. SECTOR ALLOCATION FUND                       Year Ended February 28/29,
                                               1995           1994         1993 1

<S>                                         <C>            <C>            <C>
Net asset value, beginning of period        $ 11.26        $ 10.38        $ 10.00
                                             ------         ------         ------

Income (loss)from investment operations:
     Net investment income 2                   0.28           0.29           0.05
     Net realized and unrealized gain
       (loss) on investments                   0.49           1.21           0.33
                                             ------         ------         ------

     Total from investment operations          0.77           1.50           0.38
                                             ------         ------         ------

Less distributions to shareholders:
     From net investment income               (0.27)         (0.30)        --.--
     From net realized gains                  (0.70)         (0.32)        --.--
                                             ------         ------         ------

     Total distributions                      (0.97)         (0.62)        --.--
                                             ------         ------         ------

Net asset value, end of period              $ 11.06        $ 11.26        $ 10.38
                                             ======         ======         ======

Total Return 3                                 7.56%         14.64%          3.80%

Ratios/Supplemental Data:

     Net assets, end of period (000's)     $207,291       $167,028       $169,208
     Net expenses to average daily net         0.48%          0.48%          0.48% 4
       assets 2
     Net investment income to average
         daily net assets 2                    2.61%          2.56%          3.20%4
     Portfolio turnover rate                    101%            53%             9%


1 For the period from the commencement of operations, January 4, 1993 to February 28, 1993.
2 Net of fees and expenses voluntarily waived or borne by the Manager of $.01 for each period presented.
3 Calculation excludes subscription fees. The total returns would have been lower had certain expenses not been waived during
the periods shown.
4 Annualized.
</TABLE>


<TABLE>
<CAPTION>
CORE II SECONDARIES FUND                                    Year Ended February 28/29,
                                               1995           1994           1993           1992 1

<S>                                          <C>            <C>            <C>            <C>
Net asset value, beginning of period         $ 14.31        $ 12.68        $ 11.12        $ 10.00
                                              ------         ------         ------         ------

Income (loss) from investment operations:
     Net investment income 2                    0.20           0.21           0.22           0.04
     Net realized and unrealized gain
       (loss) on investments                    0.34           2.14           1.59           1.08
                                              ------         ------         ------         ------

     Total from investment operations           0.54           2.35           1.81           1.12
                                              ------         ------         ------         ------

Less distributions to shareholders:
     From net investment income                (0.20)         (0.22)         (0.21)        --.--
     From net realized gains                   (1.04)         (0.50)         (0.04)        --.--
                                              ------         ------         ------         ------

     Total distributions                       (1.24)         (0.72)         (0.25)        --.--
                                              ------         ------         ------         ------

Net asset value, end of period               $ 13.61        $ 14.31        $ 12.68        $ 11.12
                                              ======         ======         ======         ======

Total Return 3                                  4.48%         18.97%         16.46%         11.20%

Ratios/Supplemental Data:

     Net assets, end of period (000's)       $235,781      $151,286       $102,232        $58,258
     Net expenses to average daily net          0.48%          0.48%          0.49%        0.49% 4
       assets 2
     Net investment income to average
         daily net assets 2                     1.55%          1.66%          2.02%        2.19% 4
     Portfolio turnover rate                      54%            30%             3%             0%


1 For the period  from the  commencement  of  operations,  December  31, 1991 to
February 29, 1992.
2 Net of fees and expenses  voluntarily  waived or borne by the Manager of $.01,
$.02,  $.02 and $.01 per share for the fiscal years ended 1995,  1994,  and 1993
and for the period ended February 29, 1992, respectively.
3 Calculation excludes subscription and redemption fees. The total returns would
have been lower had certain expenses not been waived during the periods shown.
4 Annualized.
</TABLE>

<TABLE>
<CAPTION>

FUNDAMENTAL VALUE FUND                                    Year Ended February 28/29,
                                               1995           1994           1993         1992 1

<S>                                         <C>            <C>            <C>            <C>
Net asset value, beginning of period        $ 12.49        $ 11.71        $ 10.82        $ 10.00
                                             ------         ------         ------         ------

Income (loss)from investment operations:
     Net investment income 2                   0.34           0.27           0.30           0.11
     Net realized and unrealized gain
       (loss) on investments                   0.55           1.64           1.32           0.77
                                             ------         ------         ------         ------

     Total from investment operations          0.89           1.91           1.62           0.88
                                             ------         ------         ------         ------

Less distributions to shareholders:
     From net investment income               (0.32)         (0.28)         (0.30)         (0.06)
     From net realized gains                  (0.52)         (0.85)         (0.43)        --.--
                                             ------         ------         ------         ------

     Total distributions                      (0.84)         (1.13)         (0.73)         (0.06)
                                             ------         ------         ------         ------

Net asset value, end of period              $ 12.54        $ 12.49        $ 11.71        $ 10.82
                                             ======         ======         ======         ======

Total Return 3                                 7.75%         16.78%         15.66%          8.87%

Ratios/Supplemental Data:

     Net assets, end of period (000's)     $182,871       $147,767        $62,339        $32,252
     Net expenses to average daily net         0.75%          0.75%          0.73%          0.62% 4
        assets 2
     Net investment income to average
         daily net assets 2                    2.84%          2.32%          2.77%          3.43% 4
     Portfolio turnover rate                     49%            65%            83%            33%


1 For the period  from the  commencement  of  operations,  October  31,  1991 to
February 29, 1992.
2 Net of fees and  expenses  voluntarily  waived or borne by the Manager of less
than $.01,  $.01,  $.03 and $.03 per share for the fiscal years 1995,  1994, and
1993 and for the period ended February 29, 1992, respectively.
3  Calculation  excludes  subscription  fees.  The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Annualized.
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUNDS


INTERNATIONAL CORE FUND                                         Year Ended February 28/29,
                                             1995       1994       1993       1992       1991       1990       1989       1988


<S>                                        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period       $ 25.56    $ 18.51    $ 18.80    $ 18.73    $ 18.79    $ 17.22    $ 14.76    $ 15.00
                                            ------     ------     ------     ------     ------     ------     ------     ------

Income (loss)from investment operations:
     Net investment income 2                  0.27       0.29       0.29       0.29       0.55       0.49       0.45       0.18
     Net realized and unrealized gain
       (loss) on investments                 (1.57)      7.44      (0.04)      0.22       0.69       1.93       3.37      (0.03)
                                            ------     ------     ------     ------     ------     ------     ------     ------

     Total from investment operations        (1.30)      7.73       0.25       0.51       1.24       2.42       3.82       0.15
                                            ------     ------     ------     ------     ------     ------     ------     ------

Less distributions to shareholders:
     From net investment income              (0.35)     (0.27)     (0.20)     (0.28)     (0.54)     (0.55)     (0.45)     (0.05)
     From net realized gains                 (1.59)     (0.41)     (0.34)     (0.16)     (0.76)     (0.30)     (0.91)     (0.34)
                                            ------     ------     ------     ------     ------     ------     ------     ------

     Total distributions                     (1.94)     (0.68)     (0.54)     (0.44)     (1.30)     (0.85)     (1.36)     (0.39)
                                            ------     ------     ------     ------     ------     ------     ------     ------

Net asset value, end of period              $22.32     $25.56     $18.51     $18.80     $18.73     $18.79     $17.22     $14.76
                                           =======    =======    =======    =======    =======    =======    =======     ======

Total Return 3                               (5.31%)    42.10%      1.43%      2.84%      7.44%     13.99%     26.35%      1.07%

Ratios/Supplemental Data:

     Net assets, end of period (000's)  $2,591,646 $2,286,431   $918,332   $414,341   $173,792   $101,376    $35,636    $11,909
     Net expenses to average daily net        0.70%     0.71%4      0.70%      0.70%     0.78%       0.80%      0.88%      0.70% 5
       assets 2
     Net investment income to average
         daily net assets 2                   1.48%     1.48%       2.36%      2.36%     3.32%       3.17%      3.19%      1.27% 5
     Portfolio turnover rate                    53%       23%         23%        35%       81%         45%        37%       129%

1 For the period from the commencement of operations,  April 7, 1987 to February
29, 1988.
2 Net of fees and expenses  voluntarily  waived or borne by the Manager of $.03,
$.03, $.03, $.02, $.01, $.02, $.05 and $.08 per share for the fiscal years 1995,
1994,  1993,  1992,  1991,  1990, and 1989 and for the period ended February 29,
1988, respectively.
3  Calculation  excludes  subscription  fees.  The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Includes  stamp duties and transfer  taxes not waived or borne by the Manager,
which approximate .01% of average daily net assets.
5 Annualized.
</TABLE>

<TABLE>
<CAPTION>


INTERNATIONAL SMALL COMPANIES FUND                      Year Ended February 28/29,
                                             1995          1994          1993          1992 1

<S>                                        <C>           <C>           <C>           <C>
Net asset value, beginning of period       $ 14.45       $  8.91       $  9.62       $ 10.00
                                            ------        ------        ------        ------

Income (loss)from investment operations:
     Net investment income 2                  0.18          0.15          0.35          0.06
     Net realized and unrealized gain
       (loss) on investments                 (1.52)         5.59         (0.68)        (0.43)
                                            ------        ------        ------        ------

     Total from investment operations        (1.34)         5.74         (0.33)        (0.37)
                                            ------        ------        ------        ------

Less distributions to shareholders:
     From net investment income              (0.20)        (0.12)        (0.38)        (0.01)
     From net realized gains                 (0.96)        (0.08)       --.--         --.--
                                            ------        ------        ------        ------

     Total distributions                     (1.16)        (0.20)        (0.38)        (0.01)
                                            ------        ------        ------        ------

Net asset value, end of period             $ 11.95       $ 14.45       $  8.91       $  9.62
                                            ======        ======        ======        ======

Total Return 3                               (9.66%)       64.67%        (3.30%)       (3.73%)

Ratios/Supplemental Data:

     Net assets, end of period (000's)    $186,185      $132,645       $35,802       $24,467
     Net expenses to average daily net        0.76%4        0.75%         0.75%         0.85% 5
       assets 2
     Net investment income to average
         daily net assets 2                   1.45%         1.50%         4.02%         1.91% 5
     Portfolio turnover rate                    58%           38%           20%            1%


1 For the period  from the  commencement  of  operations,  October  15,  1991 to
February 29, 1992.
2 Net of fees and expenses  voluntarily  waived or borne by the Manager of $.08,
$.09, $.09 and $.05 per share for the fiscal years 1995,  1994, and 1993 and for
the period ended February 29, 1992, respectively.
3 Calculation excludes subscription and redemption fees. The total returns would
have been lower had certain expenses not been waived during the periods shown.
4 Includes  stamp duties and transfer  taxes not waived or borne by the Manager,
which approximate .01% of average daily net assets.
5 Annualized.
</TABLE>

<TABLE>
<CAPTION>


JAPAN FUND                                                Year Ended February 28/29,
                                               1995       1994       1993       1992      19911

<S>                                         <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period        $ 11.13    $  7.37    $  7.73    $  9.48    $ 10.00
                                             ------     ------     ------     ------     ------
Income (loss) from investment operations:
  Net investment income (loss) 2              --.-- 3    --.--       0.01      --.--      (0.01)
  Net realized and unrealized gain (loss)
    on investments                            (1.08)      3.94      (0.36)     (1.74)     (0.39)
                                             ------     ------     ------     ------     ------

  Total from investment operations            (1.08)      3.94      (0.35)     (1.74)     (0.40)
                                             ------     ------     ------     ------     ------

Less distributions to shareholders:
  From net  investment  income                --.--      --.--      (0.01)     --.--      --.--
In excess of net investment  income           --.--      (0.01)     --.--      --.--      --.--
From net  realized  gains                     (0.93)     (0.17)     --.--      --.--      --.--
From  paid-in  capital 4                      --.--      --.--      --.--      (0.01)     (0.12)
                                             ------     ------     ------     ------     ------

  Total distributions                         (0.93)     (0.18)     (0.01)     (0.01)     (0.12)
                                             ------     ------     ------     ------     ------

Net asset value, end of period              $  9.12    $ 11.13    $  7.37    $  7.73    $  9.48
                                             ======     ======     ======     ======     ======

Total Return 5                               (10.62%)    53.95%     (4.49%)   (18.42%)    (3.79%)

Ratios/Supplemental Data:

  Net assets, end of period (000's)         $60,123   $450,351   $306,423   $129,560    $60,509
  Net expenses to average daily net            0.83%      0.87%      0.88%      0.93%      0.95%6
    assets2
  Net investment income to average
    daily net assets2                         (0.02%)    (0.01%)     0.12%     (0.11%)    (0.32%)6
  Portfolio turnover rate                        60%         8%        17%        25%        11%


1 For the period from the  commencement of operations,  June 8, 1990 to February
28, 1991.
2 Net of fees and expenses  voluntarily  waived or borne by the Manager of $ .01
for each period presented.
3 Based on average month end shares outstanding.
4 Return of capital for book purposes only. A distribution  was required for tax
purposes to avoid the payment of federal excise tax.
5 Calculation  excludes  subscription  and  redemptions  fees. The total returns
would have been lower had certain  expenses  not been waived  during the periods
shown.
6 Annualized.
</TABLE>

<TABLE>
<CAPTION>

                                                           Period from
                                                           December 9,
EMERGING MARKETS FUND                                      1993
                                           Year Ended      (commencement of
                                           February 28,    operations) to
                                           1995            February 28,
                                                           1994

<S>                                         <C>            <C>
Net asset value, beginning of period        $  12.13       $ 10.00
                                             -------        ------

Income (loss) from investment operations:
     Net investment income                      0.05          0.02 1
     Net realized and unrealized gain
       (loss) on investments                   (2.37)         2.11
                                             -------        ------

     Total from investment operations          (2.32)         2.13

Less distributions to shareholders:
     From net investment income                (0.07)        (0.00) 2
     From net realized gains                   (0.22)        (0.00)
                                             -------        ------

     Total distributions                       (0.29)        (0.00)
                                             -------        ------

Net asset value, end of period              $   9.52       $ 12.13
                                             =======        ======

Total Return 3                                (19.51%)       21.35%

Ratios/Supplemental Data:

     Net assets, end of period (000's)      $384,259      $114,409
     Net expenses to average daily net          1.58%         1.64% 1,4
       assets
     Net investment income to average
         daily net assets                       0.85%         0.87% 1,4
     Portfolio turnover rate                      50%            2%

1 Net of fees and expenses  voluntarily  waived or borne by the Manager of $.003
for the period ended February 28, 1994.
2  The per share income distribution was $0.004.
3 Calculation excludes subscription fees. The total returns for the period ended
February  28,  1994 would have been lower had certain  expenses  not been waived
during the periods shown.
4  Annualized.
</TABLE>

<TABLE>
<CAPTION>

                                            Period from
GLOBAL HEDGED EQUITY FUND                   July 29, 1994
                                            (commencement
                                            of operations)
                                            to February
                                            28, 1995

<S>                                         <C>
Net asset value, beginning of period        $ 10.00
                                             ------

Income (loss) from investment operations:
     Net investment income 1                   0.11
     Net realized and unrealized gain
       (loss) on investments                   0.08
                                             ------

     Total from investment operations          0.19
                                             ------

Less distributions to shareholders:
     From net investment income               (0.07)
                                             ------

     Total distributions                      (0.07)
                                             ------

Net asset value, end of period              $ 10.12
                                             ======

Total Return 2                                 1.92%

Ratios/Supplemental Data:

     Net assets, end of period (000's)     $214,638
     Net expenses to average daily net         0.92%3
       assets 1
     Net investment income to average
       daily net assets 1                      2.85%3
     Portfolio turnover rate                    194%

1 Net of fees and expenses  voluntarily  waived or borne by the Manager of $.006
for the period ended February 28, 1995.
2 Calculation excludes subscription fees. The total return would have been lower
had certain expenses not been waived during the period shown.
3 Annualized.
</TABLE>


FIXED INCOME FUNDS

<TABLE>
<CAPTION>
                                            Period from
                                            August 18, 1994
DOMESTIC BOND FUND                          (commencement
                                            of operations)
                                            to February
                                            28, 1995

<S>                                         <C>
Net asset value, beginning of period        $ 10.00
                                             ------

Income (loss) from investment operations:
     Net investment income 1                   0.24
     Net realized and unrealized gain
       (loss) on investments                   0.07
                                             ------

     Total from investment operations          0.31
                                             ------

Less distributions to shareholders:
     From net investment income               (0.18)
                                             ------

     Total distributions                      (0.18)
                                             ------

Net asset value, end of period              $ 10.13
                                             ======

Total Return 2                                 3.16%

Ratios/Supplemental Data:

     Net assets, end of period (000's)     $209,377
     Net expenses to average daily net         0.25%3
       assets 1
     Net investment income to average
       daily net assets 1                      6.96%3
     Portfolio turnover rate                     65%

1 Net of fees and  expenses  voluntarily  waived or borne by the Manager of $.01
for the period ended February 28, 1995.
2 The total  return  would have been lower had certain  expenses not been waived
during the period shown.
3  Annualized.
</TABLE>

<TABLE>
<CAPTION>

SHORT-TERM INCOME FUND                   Year Ended February 28/29,
                                              1995         1994           1993          1992 3       1991 1,2,3

<S>                                         <C>           <C>           <C>           <C>           <C>
Net asset value, beginning of period        $  9.79       $ 10.05       $ 10.11       $ 10.00       $ 10.00
                                             ------        ------        ------        ------        ------

Income (loss) from investment operations:
     Net investment income 4                   0.63          0.44          0.46          0.56          0.67
     Net realized and unrealized gain
      (loss) on investments                   (0.28)        (0.09)         0.30          0.11        --.--
                                             ------        ------        ------        ------        ------

     Total from investment operations          0.35          0.35          0.76          0.67          0.67
                                             ------        ------        ------        ------        ------

Less distributions to shareholders:
     From net investment income               (0.58)        (0.46)        (0.38)        (0.56)        (0.67)
     From net realized gains                  --.--         (0.15)        (0.44)        --.--         --.--
                                             ------        ------        ------        ------        ------

     Total distributions                      (0.58)        (0.61)        (0.82)        (0.56)        (0.67)
                                             ------        ------        ------        ------        ------

Net asset value, end of period              $  9.56       $  9.79       $ 10.05       $ 10.11       $ 10.00
                                             ======        ======        ======        ======        ======

Total Return 5                                 3.78%         3.54%         8.25%        11.88%         3.83%

Ratios/Supplemental Data:

     Net assets, end of period (000's)       $8,193        $8,095       $10,499        $9,257       $40,850
     Net expenses to average daily net         0.25%         0.25%         0.25%         0.25%         0.25%6
       assets 4
     Net investment income to average
       daily net assets 4                      5.02%         4.35%         4.94%         5.83%         7.88%6
     Portfolio turnover rate                    335%          243%          649%          135%        --.--


1 For the period from the commencement of operations, April 17, 1990 to February
28, 1991.
2 The per share amounts and the number of shares  outstanding have been restated
to reflect a one for ten reverse stock split  effective  December 1, 1991.
3 The Fund  operated  as a money  market fund from April 17, 1990 until June 30,
1991. Subsequently, the Fund became a short-term income fund.
4 Net of fees and expenses  voluntarily  waived or borne by the Manager of $.02,
$.02,  $03, $.03 and $.09 per share for the fiscal years 1995,  1994,  1993, and
1992 and for the period ended February 28, 1991, respectively.
5 The total returns  would have been lower had certain  expenses not been waived
during the periods shown.
6 Annualized.
</TABLE>

<TABLE>
<CAPTION>

                                                          Period from
                                                          December 22,
INTERNATIONAL BOND FUND                                   1993
                                           Year Ended     (commencement of
                                           February 28,   operations) to
                                           1995           February 28,
                                                          1994

<S>                                         <C>           <C>
Net asset value, beginning of period        $  9.96       $ 10.00
                                             ------        ------

Income (loss) from investment operations:
     Net investment income 1                   0.98          0.08
     Net realized and unrealized gain
       (loss) on investments                  (0.21)        (0.12)
                                             ------        ------

     Total from investment operations          0.77         (0.04)
                                             ------        ------

Less distributions to shareholders:
     From net investment income               (0.75)        --.--
     From net realized gains                  (0.34)        --.--
                                             ------        ------

     Total distributions                      (1.09)        --.--

Net asset value, end of period              $  9.64       $  9.96
                                             ======        ======

Total Return 2                                 8.23%        (0.40%)

Ratios/Supplemental Data:

     Net assets, end of period (000's)     $151,189       $39,450
     Net expenses to average daily net         0.40%         0.40%3
       assets 1
     Net investment income to average
         daily net assets 1                    7.51%         5.34%3
     Portfolio turnover rate                    141%           14%


1 Net of fees and  expenses  voluntarily  waived or borne by the Manager of $.02
and $.01 for the fiscal year 1995 and for the period  ended  February  28, 1994,
respectively.
2  Calculation  excludes  subscription  fees.  The total returns would have been
lower had certain expenses not been waived during the period shown.
3 Annualized.
</TABLE>

<TABLE>
<CAPTION>
                                               Period from
CURRENCY HEDGED INTERNATIONAL BOND FUND        September 30,
                                               1994
                                               (commencement
                                               of operations)
                                               to February
                                               28, 1995

<S>                                            <C>
Net asset value, beginning of period           $ 10.00
                                                ------

Income (loss) from investment operations:
     Net investment income 1                      0.24
     Net realized and unrealized gain
       (loss) on investments                     (0.09)
                                                ------

     Total from investment operations             0.15

Less distributions to shareholders:
     From net investment income                  (0.16)
                                                ------

Net asset value, end of period                 $  9.99
                                                ======

Total Return 2                                    1.49%

Ratios/Supplemental Data:

     Net assets, end of period (000's)        $238,664
     Net expenses to average daily net            0.40%3
       assets 1
     Net investment income to average
       daily net assets 1                         8.46%3
     Portfolio turnover rate                        64%

1 Net of fees and  expenses  voluntarily  waived or borne by the Manager of $.01
per share for the period ended February 28, 1995.
2 Calculation excludes subscription fees. The total return would have been lower
had certain expenses not been waived during the period shown.
3  Annualized.
</TABLE>

<TABLE>
<CAPTION>
                                              Period from
EMERGING COUNTRY DEBT FUND                    April 19, 1994
                                              (commencement
                                              of operations)
                                              to February
                                              28, 1995

<S>                                            <C>
Net asset value, beginning of period           $  10.00
                                                 ------

Income (loss) from Investment
Operations:
     Net investment income 1                       0.48
     Net realized and unrealized gain
       (loss) on investments                      (1.59)
                                                 ------

     Total from investment operations             (1.11)
                                                 ------

Less distributions to shareholders:
     From net investment income                   (0.40)
     From net realized gains                      (0.10)
                                                 ------

     Total distributions                          (0.50)
                                                 ------

Net asset value, end of period                 $   8.39
                                                =======

Total Return 2                                   (11.65%)

Ratios/Supplemental Data:

     Net assets, end of period (000's)         $243,451
     Net expenses to average daily net             0.50%3
       assets 1
     Net investment income to average
       daily net assets 1                         10.57%3
     Portfolio turnover rate                        104%


1 Net of fees and  expenses  voluntarily  waived or borne by the Manager of $.01
per share for the period ended February 28, 1995.
2 Calculation excludes subscription fees. The total return would have been lower
had certain expenses not been waived during the period shown.
3  Annualized.
</TABLE>

The above  information  has been audited by Price  Waterhouse  LLP,  independent
accountants.  These statements  should be read in conjunction with the financial
statements  and related  notes which are  included in the Trust's  Statement  of
Additional Information.

     The Manager's discussion of the performance of each Fund in fiscal 1995, as
well as a comparison of each Fund's  performance  over the life of the Fund with
that of a benchmark  securities  index  selected by the Manager,  is included in
each Fund's Annual Report for the fiscal year ended February 28, 1995. Copies of
the Annual Reports are available upon request without charge.


                       INVESTMENT OBJECTIVES AND POLICIES

        The  investment  objective  of each of the Core Fund,  Value  Allocation
Fund, Growth Allocation Fund,  Short-Term Income Fund,  International  Core Fund
and  Japan  Fund  is  fundamental  and may not be  changed  without  shareholder
approval.  The  investment  objective of each other Fund may be changed  without
shareholder  approval.  Except  for  investment  policies  which are  explicitly
described as  fundamental,  the investment  policies of each Fund may be changed
without  shareholder  approval.  There can be no assurance  that the  investment
objective of any Fund will be achieved.

        As is noted below, several of the Funds seek a total return greater than
the S&P 500.  The S&P 500 is an  unmanaged  weighted  index of the common  stock
performance of 500 industrial,  transportation,  utility and financial companies
selected  for  inclusion  in the Index by  Standard  & Poor's  Corporation  on a
statistical  basis.  For over 25 years,  investors have used the S&P 500 against
which to measure the  performance  of their  portfolios  because it is generally
believed by  knowledgeable  investors  that the S&P 500  combines  the  breadth,
weight and statistical integrity needed to reflect overall market activity.

        The International  Equity Funds,  together with the  International  Bond
Fund,  Currency  Hedged  International  Bond Fund,  Global  Bond Fund,  Emerging
Country  Debt  Fund,   and  Core  Emerging   Country  Debt  Fund  are  sometimes
collectively referred to as the "International Funds".

DOMESTIC EQUITY FUNDS
CORE FUND
         The Core Fund  seeks a total  return  greater  than that of the S&P 500
through  investment in common stocks.  The Core Fund expects that  substantially
all of its assets  will be  invested  in the equity  securities  of at least 125
companies chosen from among the  approximately  1,200 companies with the largest
equity  capitalization  (i.e.,  number of shares  outstanding  multiplied by the
market  price per share) at the time of  investment  which are also  listed on a
United States national securities exchange (the "Large Cap 1200"). The Core Fund
may,  from time to time,  invest in fewer  issuers  if,  in the  opinion  of the
Manager,  there are not at least 125 attractive  investment  opportunities  from
among such companies.

         The  Manager  will  select  which  issuers  to  invest  in based on its
assessment of whether the common stock of the issuer is likely to perform better
than the S&P 500. Since the Core Fund's portfolio investments will not be chosen
and proportionately weighted to approximate the total return of the S&P 500, the
total  return of the Core Fund may be more or less than the total  return of the
S&P 500. An investment in the Fund involves risks similar to investing in common
stocks directly.

         In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend up
to 100% of its portfolio securities, and enter into repurchase agreements.

         In  addition,  the Fund may purchase  index  futures on the S&P 500 and
other domestic indices for investment,  anticipatory hedging and risk management
and to effect  synthetic sales and purchases.  The Fund may also use equity swap
contracts and contracts for differences for these purposes

         It is a policy of the Fund to stay  fully  invested  in common  stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities  generally may underperform  other types
of investments.  The Fund expects that, not including the margin deposits or the
segregated   accounts  created  in  connection  with  index  futures  and  other
derivatives,  less than 5% of its  total net  assets  will be  invested  in high
quality  money  market  instruments  such  as  securities  issued  by  the  U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank certificates of deposit.  The Fund will at all times invest at least 65% of
its total assets in domestic  common stocks.  The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".

TOBACCO-FREE CORE FUND

         The  Tobacco-Free  Core Fund seeks a total return  greater than that of
the S&P 500 through  investment  in common stocks chosen from the Large Cap 1200
and which are not Tobacco Producing Issuers.  The Tobacco-Free Core Fund expects
that  substantially  all of its assets will be invested in the  securities of at
least 125 companies chosen from the Large Cap 1200. The  Tobacco-Free  Core Fund
may,  from time to time,  invest in fewer  issuers  if,  in the  opinion  of the
Manager,  there are not at least 125 attractive  investment  opportunities  from
among such companies.

         The  Manager  will  select  which  issuers  to  invest  in based on its
assessment of whether the common stock of the issuer is likely to perform better
than the S&P 500. Since the Tobacco-Free Core Fund's portfolio  investments will
not be chosen and  proportionately  weighted to approximate  the total return of
the S&P 500, the total return of the Tobacco-Free  Core Fund may be more or less
than the total return of the S&P 500. An investment  in the Fund involves  risks
similar to investing in common stocks directly.

         The  Manager  has  instituted  procedures  to avoid  investment  by the
Tobacco-Free  Core  Fund in the  securities  of  issuers  which,  at the time of
purchase,  derive more than 10% of their gross  revenues from the  production of
tobacco-related  products ("Tobacco  Producing  Issuers").  For this purpose the
Manager will subscribe to and generally rely on information services provided by
third  parties,  although  the Manager may cause the  Tobacco-Free  Core Fund to
purchase  securities of issuers  which are  identified by those third parties as
Tobacco Producing Issuers if, at the time of purchase,  the Manager has received
information  from the  issuer  to the  effect  that it is no  longer  a  Tobacco
Producing Issuer.

         The  Tobacco-Free  Core Fund is required to have a fundamental  policy,
which cannot be changed without shareholder  approval,  that under normal market
conditions  at least 65% of its assets  will be invested  in the  securities  of
issuers other than Tobacco  Producing  Issuers.  The requirements of this policy
are not,  however,  expected  to affect the  Manager's  overall  approach of not
investing in Tobacco Producing Issuers.

         In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend up
to 100% of its portfolio securities, and enter into repurchase agreements.

         In  addition,  the Fund may purchase  index  futures on the S&P 500 and
other domestic indices for investment,  anticipatory hedging and risk management
and to effect  synthetic sales and purchases.  The Fund may also use equity swap
contracts and contracts for differences for these purposes.

         It is a policy of the Fund to stay  fully  invested  in common  stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities  generally may underperform  other types
of investments.  The Fund expects that, not including the margin deposits or the
segregated   accounts  created  in  connection  with  index  futures  and  other
derivatives,  less than 5% of its  total net  assets  will be  invested  in high
quality  money  market  instruments  such  as  securities  issued  by  the  U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank certificates of deposit.  The Fund will at all times invest at least 65% of
its total assets in domestic  common stocks.  The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".


VALUE ALLOCATION FUND

         The Value Allocation Fund seeks a total return greater than that of the
S&P 500 through  investment  in a broadly  diversified  and liquid  portfolio of
common stocks  chosen from the Large Cap 1200.  The Fund expects that any income
it derives will be from dividends on common stock. The Manager will select which
issuers to invest in based on its  assessment of whether the common stock of the
issuer is likely to perform  better than the S&P 500.  Strong  consideration  is
given to common stocks whose current  prices do not adequately  reflect,  in the
opinion of the Manager, the ongoing business value of the underlying company.

         The Fund's  investments  are made in securities of companies  which, in
the opinion of the Manager,  are of average or above average investment quality.
Investment  quality is evaluated using  fundamental  analysis  emphasizing  each
issuer's  historic  financial  performance,  balance sheet strength,  management
capability and competitive  position.  Various valuation parameters are examined
to determine  the  attractiveness  of  individual  securities.  Since the Fund's
portfolio  investments  will  not be  chosen  and  proportionately  weighted  to
approximate  the total  return of the S&P 500, at times the total  return of the
Value Allocation Fund may be more or less than the total return of the S&P 500.

         In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend up
to 100% of its portfolio securities, and enter into repurchase agreements.

        In  addition,  the Fund may  purchase  index  futures on the S&P 500 and
other domestic indices for investment,  anticipatory hedging and risk management
and to effect  synthetic sales and purchases.  The Fund may also use equity swap
contracts and contracts for differences  for these  purposes.

         It is a policy of the Fund to stay  fully  invested  in common  stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities  generally may underperform  other types
of investments.  The Fund expects that, not including the margin deposits or the
segregated   accounts  created  in  connection  with  index  futures  and  other
derivatives,  less than 5% of its  total net  assets  will be  invested  in high
quality  money  market  instruments  such  as  securities  issued  by  the  U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank certificates of deposit.  The Fund will at all times invest at least 65% of
its total assets in domestic  common stocks.  The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".


GROWTH ALLOCATION FUND

         The Growth  Allocation Fund seeks long-term growth of capital.  Current
income is only an incidental consideration.  The Growth Allocation Fund attempts
to achieve its objective by investing in companies  whose earnings per share are
expected  by the  Manager to grow at a rate faster than the average of the Large
Cap 1200.

         The Fund  expects  that at least 65% of its assets  will be invested in
the common stocks (and  securities  convertible  into common  stocks) of issuers
chosen from the Large Cap 1200.  Such  companies  may include  foreign  issuers,
although the Fund does not intend to invest in securities  which are principally
traded  outside of the United  States.  The  balance of the common  stocks  (and
securities  convertible  into common stocks) held by the Fund may be less liquid
investments   since  the  companies  in  question   will  have  smaller   equity
capitalization  and/or the securities may not be listed on a national securities
exchange.

         In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend up
to 100% of its portfolio securities, and enter into repurchase agreements.

         In  addition,  the Fund may purchase  index  futures on the S&P 500 and
other domestic indices for investment,  anticipatory hedging and risk management
and to effect  synthetic sales and purchases.  The Fund may also use equity swap
contracts and contracts for differences for these purposes.

         It is a policy of the Fund to stay  fully  invested  in common  stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities  generally may underperform  other types
of investments.  The Fund expects that, not including the margin deposits or the
segregated   accounts  created  in  connection  with  index  futures  and  other
derivatives,  less than 5% of its total net assets  will be invested in the high
quality  money  market  instruments  such  as  securities  issued  by  the  U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank certificates of deposit.  The Fund will at all times invest at least 65% of
its total assets in domestic  common stocks.  The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".


U.S. SECTOR ALLOCATION FUND

         The U.S. Sector  Allocation Fund seeks a total return greater than that
of the S&P 500 through  investment  in common stocks chosen from among the 1,800
companies with the largest equity  capitalization whose securities are listed on
United States national securities exchanges.

         The Fund may place  varying  degrees of emphasis on different  types of
companies  depending  on  the  Manager's   assessment  of  economic  and  market
conditions,  including companies with superior growth prospects and/or companies
whose common stock does not, in the opinion of the Manager,  adequately  reflect
the companies'  ongoing  business  value.  The Fund may invest in companies with
smaller equity  capitalization than the companies whose securities are purchased
by the Value  Allocation Fund and the Growth  Allocation Fund. The securities of
small  capitalization  companies may be less liquid and their market prices more
volatile  than those issued by  companies  with larger  equity  capitalizations.
Since the Fund's portfolio  investments  will not be chosen and  proportionately
weighted  to  approximate  the S&P 500,  the  total  return  of the U.S.  Sector
Allocation Fund may be more or less than the total return of the S&P 500.

         In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend up
to 100% of its portfolio securities, and enter into repurchase agreements.

         In  addition,  the Fund may purchase  index  futures on the S&P 500 and
other domestic indices for investment,  anticipatory hedging and risk management
and to effect  synthetic sales and purchases.  The Fund may also use equity swap
contracts and contracts for differences for these purposes.

         It is a policy of the Fund to stay  fully  invested  in common  stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities  generally may underperform  other types
of investments.  The Fund expects that, not including the margin deposits or the
segregated   accounts  created  in  connection  with  index  futures  and  other
derivatives,  less than 5% of its  total net  assets  will be  invested  in high
quality  money  market  instruments  such  as  securities  issued  by  the  U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank certificates of deposit.  The Fund will at all times invest at least 65% of
its total assets in domestic  common stocks.  The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".


CORE II SECONDARIES FUND

         The investment  objective of the Core II Secondaries  Fund is long-term
growth of capital. Current income is only an incidental consideration.  The Core
II  Secondaries  Fund  attempts  to  achieve  its  objective  by  selecting  its
investments  from domestic  second tier companies.  For these purposes,  "second
tier companies" are those companies whose equity  capitalization  at the time of
investment by the Core II Secondaries  Fund ranks in the lower two thirds of the
1800 publicly-held issuers with the largest equity capitalization.

         The Core II  Secondaries  Fund  invests  primarily  in  common  stocks,
although the Fund may on rare occasions hold securities  convertible into common
stocks such as convertible bonds, convertible preferred stocks and warrants. The
Fund expects that at least 65% of its assets will be invested in the  securities
of second tier  companies,  as defined above.  The Fund may also hold the common
stocks (and securities convertible into common stocks) of companies with smaller
equity  capitalizations.  Such investments may be less liquid, as the securities
may not be listed on a national  securities exchange and their market prices may
be  more   volatile   than  those  issued  by  companies   with  larger   equity
capitalizations.

         In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend up
to 100% of its portfolio securities, and enter into repurchase agreements.

         In  addition,  the Fund may purchase  index  futures on the S&P 500 and
other domestic indices for investment,  anticipatory hedging and risk management
and to effect  synthetic sales and purchases.  The Fund may also use equity swap
contracts and contracts for differences for these purposes.

         It is a policy of the Fund to stay  fully  invested  in common  stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities  generally may underperform  other types
of investments.  The Fund expects that, not including the margin deposits or the
segregated   accounts  created  in  connection  with  index  futures  and  other
derivatives,  less than 5% of its  total net  assets  will be  invested  in high
quality  money  market  instruments  such  as  securities  issued  by  the  U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank certificates of deposit.  The Fund will at all times invest at least 65% of
its total assets in domestic  common stocks.  The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".


FUNDAMENTAL VALUE FUND

         The  Fundamental  Value Fund seeks  long-term  capital  growth  through
investment  primarily in equity  securities.  Current income is only a secondary
consideration.  It is anticipated that at least 90% of the Fund's assets will be
invested  in common  stocks  and  securities  convertible  into  common  stocks.
Although the Fund invests  primarily in securities  traded in the United States,
it may  invest up to 25% of its assets in  securities  of  foreign  issuers  and
securities traded principally outside of the United States.

         The Fund invests  primarily in common  stocks of domestic  corporations
that,  in the opinion of the Manager,  represent  favorable  values  relative to
their  market  prices.  Under normal  conditions,  the Fund  generally,  but not
exclusively,  looks for  companies  with low  price/earnings  ratios  and rising
earnings.  The Fund focuses on established  firms with  capitalizations  of more
than $100 million and generally  does not buy issues of companies with less than
three years of operating history.  The Fund seeks to maintain lower than average
equity risk levels relative to the potential for return through a portfolio with
an average historic  volatility (beta) below 1.0. The S&P 500, which serves as a
standard for measuring volatility,  always has average volatility (beta) of 1.0.
The Fund's beta may change with market conditions.

         The Fund's Manager analyzes key economic  variables to identify general
trends  in the stock  markets.  World  economic  indicators,  which are  tracked
regularly,   include  U.S.  industry  and  trade  indicators,   interest  rates,
international   stock  market  indices,   and  currency  levels.   Under  normal
conditions,  investments  are made in a variety of  economic  sectors,  industry
segments, and individual securities to reduce the effects of price volatility in
any one area.

         In making  investments,  the Manager  takes into  account,  among other
things, a company's source of earnings,  competitive edge,  management strength,
and level of industry  dominance as measured by market share.  At the same time,
the Manager  analyzes  the  financial  condition  of each  company.  The Manager
examines current and historical  measures of relative value to find corporations
that are selling at  discounts  relative  to both  underlying  asset  values and
market  pricing.  The Manager then selects those  companies  with  financial and
business  characteristics that it believes will produce  above-average growth in
earnings.  Sell decisions are triggered when, in the opinion of the Manager, the
stock price and other fundamental  considerations make further appreciation less
likely.

         The  Manager   generally   selects  equities  that  normally  trade  in
sufficient volume to provide liquidity.  Domestic equities are usually traded on
the  New  York  Stock  Exchange  or  the  American  Stock  Exchange  or  in  the
over-the-counter markets.

         The Fund's  investments in foreign securities will generally consist of
equity  securities traded in principal  European and Pacific Basin markets.  The
Manager  evaluates  the  economic  strength  of a country,  which  includes  its
resources,  markets,  and growth rate.  In addition,  it examines the  political
climate of a country as to its stability and business policies. The Manager then
assesses the strength of the country's  currency and considers  foreign exchange
issues in general.  The Fund aims for  diversification  not only among countries
but also among  industries in order to enable  shareholders  to  participate  in
markets that do not necessarily move in concert with U.S. markets.

         Once the Fund has identified a rapidly expanding  foreign economy,  the
Fund attempts to search out growing  industries  and  corporations,  focusing on
companies with established records.  Individual securities are selected based on
value indicators, such as low price to earnings ratio. Foreign securities in the
portfolio are generally listed on principal overseas exchanges.

         In  pursuing  its  objective,  the Fund  may  invest  without  limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend up
to 100% of its portfolio securities, and enter into repurchase agreements.

        In  addition,  the Fund may  purchase  index  futures on the S&P 500 and
other domestic indices for investment,  anticipatory hedging and risk management
and to effect  synthetic sales and purchases.  The Fund may also use equity swap
contracts and contracts for differences  for these  purposes.  The Fund may also
purchase put options and write covered call options  provided that premiums paid
by the Fund on all outstanding  options it has purchased do not exceed 5% of its
total assets.

         It is a policy of the Fund to stay  fully  invested  in common  stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities  generally may underperform  other types
of investments.  The Fund expects that, not including the margin deposits or the
segregated   accounts  created  in  connection  with  index  futures  and  other
derivatives,  less than 5% of its  total net  assets  will be  invested  in high
quality  money  market  instruments  such  as  securities  issued  by  the  U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank certificates of deposit.  The Fund will at all times invest at least 65% of
its total assets in domestic  common stocks.  The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.

         For a detailed description of the investment practices described in the
preceding five paragraphs and the risks associated with them, see  "Descriptions
and Risks of Fund Investment Practices".


INTERNATIONAL EQUITY FUNDS
INTERNATIONAL CORE FUND

         The investment  objective of the International Core Fund is to maximize
total return  through  investment  in a portfolio  of common  stocks of non-U.S.
issuers.  The Fund will usually  invest  primarily in common  stocks,  including
dividend-paying  common  stocks.  Capital  appreciation  may be  sought  through
investment in common stocks,  convertible bonds,  convertible  preferred stocks,
warrants or rights.  Income may be sought through  investment in dividend-paying
common  stocks,  convertible  bonds,  money market  instruments  or fixed income
securities  such as long and medium  term  corporate  and  government  bonds and
preferred  stocks.  Some of these fixed income  securities may have  speculative
qualities and the values of these securities generally fluctuate more than those
of other, less speculative fixed income securities.  See "Descriptions and Risks
of Fund Investment Practices -- Lower Rated Securities".

         The  relative  emphasis of the Fund on capital  appreciation  or income
will depend upon the views of the Manager with respect to the  opportunities for
capital  appreciation  relative to the  opportunities  for income.  There are no
prescribed  limits  on  geographic  asset  distribution  and  the  Fund  has the
authority to invest in securities traded in securities markets of any country in
the world,  although  under  normal  market  conditions  the Fund will invest in
securities traded in the securities markets of at least three foreign countries.
The responsibility for allocating the Fund's assets among the various securities
markets of the world is borne by the Manager.  In making these allocations,  the
Manager will consider such factors as the condition and growth  potential of the
various economic and securities  markets,  currency and taxation  considerations
and other pertinent financial,  social, national and political factors. The Fund
generally  will not  invest  in  securities  of U.S.  issuers,  except  that for
temporary defensive purposes the Fund may invest up to 100 percent of its assets
in United States securities.

         The Fund may use forward foreign currency  contracts,  currency futures
contracts,  currency  swap  contracts,  options on  currencies  and buy and sell
foreign  currencies for hedging and for currency risk  management,  although the
Fund's foreign  currency  exposure will not generally vary by more than 30% from
the foreign  currency  exposure of a benchmark  index (the  "EAFE-lite  Index"),
which is a modification of the Morgan Stanley Capital  International  EAFE Index
(the "EAFE  Index")  developed  by the Manager so as to reduce the  weighting of
Japan in the EAFE Index. The put and call options on currency futures written by
the Fund will  always be  covered.  For more  information  on  foreign  currency
transactions,  see  "Descriptions  and  Risks of Fund  Investment  Practices  --
Foreign Currency  Transactions".  The stocks held by the Fund will not be chosen
to approximate the weightings of the EAFE-lite Index.

         The Fund may also invest in securities of investment companies, such as
closed-end  investment  management  companies which invest in foreign markets or
other of the  International  Equity  Funds to the  extent  permitted  under  the
Investment  Company  Act of 1940,  as  amended,  and the rules  and  regulations
promulgated  thereunder  (the "1940 Act").  As a  shareholder  of an  investment
company,  the Fund may indirectly bear service fees which are in addition to the
fees the Fund pays its service providers.

         In  addition,  the Fund may invest in  securities  of  foreign  issuers
traded on U.S.  exchanges and  securities  traded  abroad,  American  Depositary
Receipts,  European Depository Receipts and other similar securities convertible
into  securities  of  foreign  issuers.  The  Fund  may  also  enter  repurchase
agreements,  lend portfolio  securities valued at up to 25% of total assets, and
may invest up to 15% of its net assets in illiquid securities.  The Fund expects
that, not including the margin  deposits or the segregated  accounts  created in
connection with index futures and other  derivatives,  less than 5% of its total
net assets will be invested in cash or high  quality  money  market  instruments
such as securities issued by the U.S. government and agencies thereof,  bankers'
acceptances, commercial paper, and bank certificates of deposit.

        The Fund may also buy put and call options, sell (write) covered options
and enter into futures  contracts  and options on futures  contracts for hedging
and risk  management.  The Fund's use of options on  particular  securities  (as
opposed to market indices) is limited such that the premiums paid by the Fund on
all outstanding  options it has purchased may not exceed 5% of its total assets.
The Fund may also write options in connection with  buy-and-write  transactions,
and use index futures (on foreign  stock  indices),  options on futures,  equity
swap  contracts and  contracts  for  differences  for  investment,  anticipatory
hedging and risk management and to effect synthetic sales and purchases.

         For a detailed description of the investment practices described in the
four preceding  paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".

CURRENCY HEDGED INTERNATIONAL CORE FUND

         The investment objective of the Currency Hedged International Core Fund
is to maximize total return  through  investment in a portfolio of common stocks
of non-U.S. issuers and through management of the Fund's currency positions. The
Fund has policies that are similar to the  International  Core Fund, except that
the Currency  Hedged  International  Core Fund will employ a different  strategy
with respect to foreign currency  exposure.  While the  International  Core Fund
will not generally vary its foreign currency  exposure by more than 30% from the
currency exposure of the EAFE-lite Index, the Currency Hedged International Core
Fund will not generally vary its foreign currency exposure by more than 30% from
the currency  exposure of a fully currency hedged EAFE-lite Index.  That is, the
Currency Hedged  International  Core Fund will maintain short currency positions
with respect to a  substantial  portion  (generally at least 70%) of the foreign
currency  exposure  represented in the EAFE-lite  Index while the  International
Core  Fund will  generally  take  short  positions  to offset a limited  portion
(generally less than 30%) of the currency  exposure of the EAFE-lite  Index. The
Currency  Hedged  International  Core  Fund  may use  forward  foreign  currency
contracts,  currency  futures  contracts,  currency swap  contracts,  options on
currencies and buy and sell foreign currencies for hedging and for currency risk
management.  The put and call  options on currency  futures  written by the Fund
will always be covered.  For more information on foreign currency  transactions,
see  "Descriptions  and Risks of Fund Investment  Practices -- Foreign  Currency
Transactions".  Because of its name, the Currency Hedged International Bond Fund
is required to have a policy that it will maintain short currency positions with
respect to at least 65% of the  foreign  currency  exposure  represented  by the
common stocks owned by the Fund.

         The Fund will  usually  invest  primarily in common  stocks,  including
dividend-paying common stocks. The stocks held by the Fund will not be chosen to
approximate the weightings of the EAFE-lite Index.  Capital  appreciation may be
sought  through  investment in common  stocks,  convertible  bonds,  convertible
preferred stocks, warrants or rights. Income may be sought through investment in
dividend-paying  common stocks,  convertible  bonds, money market instruments or
fixed income  securities  such as long and medium term  corporate and government
bonds and  preferred  stocks.  Some of these fixed  income  securities  may have
speculative  qualities and the values of these  securities  generally  fluctuate
more  than  those of  other,  less  speculative  fixed  income  securities.  See
"Descriptions and Risks of Fund Investment Practices -- Lower Rated Securities".

         The  relative  emphasis of the Fund on capital  appreciation  or income
will depend upon the views of the Manager with respect to the  opportunities for
capital  appreciation  relative to the  opportunities  for income.  There are no
prescribed  limits  on  geographic  asset  distribution  and  the  Fund  has the
authority to invest in securities traded in securities markets of any country in
the world,  although  under  normal  market  conditions  the Fund will invest in
securities traded in the securities markets of at least three foreign countries.
The responsibility for allocating the Fund's assets among the various securities
markets of the world is borne by the Manager.  In making these allocations,  the
Manager will consider such factors as the condition and growth  potential of the
various economic and securities  markets,  currency and taxation  considerations
and other pertinent financial,  social, national and political factors. The Fund
generally  will not  invest  in  securities  of U.S.  issuers,  except  that for
temporary defensive purposes the Fund may invest up to 100 percent of its assets
in United States securities.

         The Fund may also invest in securities of investment companies, such as
closed-end  investment  management  companies which invest in foreign markets or
other of the  International  Equity Funds to the extent permitted under the 1940
Act. As a shareholder of an investment  company,  the Fund may  indirectly  bear
service  fees  which  are in  addition  to the fees the  Fund  pays its  service
providers.

         In  addition,  the Fund may invest in  securities  of  foreign  issuers
traded on U.S.  exchanges and  securities  traded  abroad,  American  Depositary
Receipts,  European Depository Receipts and other similar securities convertible
into  securities  of  foreign  issuers.  The  Fund  may  also  enter  repurchase
agreements,  and lend portfolio  securities valued at up to 25% of total assets.
The Fund may also invest up to 15% of its net assets in illiquid  securities and
temporarily  invest in cash and high quality  money market  instruments  such as
securities  issued  by  the  U.S.  government  and  agencies  thereof,  bankers'
acceptances,  commercial  paper,  and bank  certificates  of  deposit.  The Fund
expects  that,  not  including the margin  deposits or the  segregated  accounts
created in connection with index futures and other derivatives,  less than 5% of
its total net assets will be invested in such high quality cash items.

        The Fund may also buy put and call options, sell (write) covered options
and enter into futures  contracts  and options on futures  contracts for hedging
and risk  management.  The Fund's use of options on  particular  securities  (as
opposed to market indices) is limited such that the premiums paid by the Fund on
all outstanding  options it has purchased may not exceed 5% of its total assets.
The Fund may also write options in connection with  buy-and-write  transactions,
and use index futures (on foreign  stock  indices),  options on futures,  equity
swap  contracts and  contracts  for  differences  for  investment,  anticipatory
hedging and risk management and to effect synthetic sales and purchases.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".

INTERNATIONAL SMALL COMPANIES FUND

         The  International  Small Companies Fund seeks to maximize total return
through  investment  primarily in equity  securities  of foreign  issuers  whose
equity  securities  are traded on a major stock  exchange  of a foreign  country
("foreign stock exchange companies") and whose equity capitalization at the time
of investment,  when aggregated with the equity  capitalizations  of all foreign
stock  exchange  companies in that  country  whose  equity  capitalizations  are
smaller  than that of such  company,  is less than 50% of the  aggregate  equity
capitalization  of all foreign stock exchange  companies in such country ("small
capitalization  foreign  companies").  With the  exception of the  International
Small Companies Fund's policy of investing in securities of small capitalization
foreign companies,  and except as otherwise disclosed in this Prospectus and the
related Statement of Additional  Information,  the International Small Companies
Fund's investment  objectives and policies are the same as those described above
with respect to the International Core Fund.

         It is currently  expected that at least 65% of the International  Small
Companies   Fund's   assets  will  be   invested  in  common   stocks  of  small
capitalization   foreign   companies.   Such   companies  may  present   greater
opportunities  for  capital  appreciation  because  of high  potential  earnings
growth,  but  may  also  involve  greater  risk.  Small  capitalization  foreign
companies  tend to be smaller and newer than other foreign  companies and may be
dependent  upon a single  proprietary  product  or market  niche.  They may have
limited  product  lines,  markets  or  financial  resources,  or may depend on a
limited management group. Typically, small capitalization foreign companies have
fewer  securities  outstanding and are less liquid than large  companies.  Their
common  stock and other  securities  may trade  less  frequently  and in limited
volume. The securities of small  capitalization  foreign companies are generally
more sensitive to purchase and sale transactions and,  therefore,  the prices of
such  securities  tend  to be  more  volatile  than  the  securities  of  larger
companies.

         The Fund also may invest in  securities  of foreign  issuers  traded on
U.S.  exchanges and securities  traded  abroad,  American  Depositary  Receipts,
European  Depository  Receipts and other  similar  securities  convertible  into
securities of foreign issuers.  The Fund may also enter  repurchase  agreements,
and lend up to 100% of its portfolio securities.  The Fund may also invest up to
15% of its net assets in illiquid  securities and temporarily invest in cash and
high quality  money market  instruments  such as  securities  issued by the U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank  certificates  of deposit.  The Fund expects that, not including the margin
deposits or the segregated accounts created in connection with index futures and
other derivatives, less than 5% of its total net assets will be invested in such
high quality cash items.

        The Fund may also buy put and call options, sell (write) covered options
and enter into futures  contracts  and options on futures  contracts for hedging
and risk  management.  The Fund's use of options on  particular  securities  (as
opposed to market indices) is limited such that the premiums paid by the Fund on
all outstanding  options it has purchased may not exceed 5% of its total assets.
The Fund may also write options in connection with  buy-and-write  transactions,
and use index futures (on foreign  stock  indices),  options on futures,  equity
swap  contracts and  contracts  for  differences  for  investment,  anticipatory
hedging and risk management and to effect synthetic sales and purchases.

         The Fund may use forward foreign currency  contracts,  currency futures
contracts,  currency  swap  contracts,  options on  currencies  and buy and sell
foreign  currencies  for hedging and for currency risk  management.  The put and
call options on currency futures written by the Fund will always be covered.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".

JAPAN FUND

         The Japan Fund seeks to maximize total return  through  investment in a
portfolio  of Japanese  securities,  consisting  primarily  of common  stocks of
Japanese companies.  It is currently expected that the Japan Fund will invest at
least 90% of its assets in "Japanese  Securities," that is, securities issued by
entities that are organized  under the laws of Japan and that either have 50% or
more of their assets in Japan or derive 50% or more of their revenues from Japan
("Japanese Companies").  Although the Japan Fund will invest primarily in common
stocks of Japanese Companies,  it may also invest in other Japanese  Securities,
such as convertible  preferred  stock,  warrants or rights as well as short-term
government debt securities or other short-term  prime  obligations  (i.e.,  high
quality  debt  obligations  maturing  not more  than  one year  from the date of
issuance).  The Japan  Fund  expects  that any  income it  derives  will be from
dividend or interest payments on securities.

         Unlike  mutual  funds  which  invest in the  securities  of many  other
countries,  the Japan  Fund will be  invested  almost  exclusively  in  Japanese
Securities.  No  effort  will be made by the  Manager  to  assess  the  Japanese
economic,  political or regulatory  developments or changes in currency exchange
rates for  purposes  of varying  the  portion of the Fund's  assets  invested in
Japanese  Securities.  This means that the Fund's  performance  will be directly
affected by political,  economic,  market and exchange rate conditions in Japan.
Also, since the Japanese economy is dependent to a significant extent on foreign
trade, the relationships  between Japan and its trading partners and between the
yen and other currencies are expected to have a significant impact on particular
Japanese Companies and on the Japanese economy generally. Also, the Japan Fund's
investments are denominated in yen, whose value continually  changes in relation
to the dollar. This varying  relationship will also directly affect the value of
the Japan  Fund's  shares.  The Japan Fund is  designed  for  investors  who are
willing to accept the risks  associated  with  changes  in such  conditions  and
relationships.

         To achieve its objectives, the Fund may invest in securities of foreign
issuers  traded  on  U.S.  exchanges  and  securities  traded  abroad,  American
Depositary  Receipts,  European Depository Receipts and other similar securities
convertible  into  securities  of  foreign  issuers.  The Fund  may  also  enter
repurchase agreements,  and lend up to 100% of its portfolio securities The Fund
may  also  invest  up to  15% of its  net  assets  in  illiquid  securities  and
temporarily  invest in cash and high quality  money market  instruments  such as
securities  issued  by  the  U.S.  government  and  agencies  thereof,  bankers'
acceptances,  commercial  paper,  and bank  certificates  of  deposit.  The Fund
expects  that,  not  including the margin  deposits or the  segregated  accounts
created in connection with index futures or other  derivatives,  less than 5% of
its total net assets will be invested in such high quality cash items.

        The Fund may also buy put and call options, sell (write) covered options
and enter into futures  contracts  and options on futures  contracts for hedging
and risk  management.  The Fund's use of options on  particular  securities  (as
opposed to market indices) is limited such that the premiums paid by the Fund on
all outstanding  options it has purchased may not exceed 5% of its total assets.
The Fund may also write options in connection with  buy-and-write  transactions,
and use index futures (on foreign  stock  indices),  options on futures,  equity
swap  contracts and  contracts  for  differences  for  investment,  anticipatory
hedging and risk management and to effect synthetic sales and purchases.

         The Fund may use forward foreign currency  contracts,  currency futures
contracts,  currency  swap  contracts,  options on  currencies  and buy and sell
foreign  currencies  for hedging and for currency risk  management.  The put and
call options on currency futures written by the Fund will always be covered.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".

EMERGING MARKETS FUND

         The  Emerging  Markets  Fund  seeks  long-term   capital   appreciation
consistent with what the Manager  believes to be a prudent level of risk through
investment  in equity and  equity-related  securities  traded in the  securities
markets of newly  industrializing  countries in Asia, Latin America,  the Middle
East,  Southern  Europe,  Eastern  Europe and Africa.  The Manager has appointed
Dancing Elephant, Ltd. to serve as a consultant (the "Consultant") to the Fund.

         The  Consultant's  efforts focus on asset allocation among the selected
emerging markets.  (See "Descriptions and Risks of Fund Investment  Practices --
Certain Risks of Foreign  Investments".) In addition to considerations  relating
to a particular  market's investment  restrictions and tax barriers,  this asset
allocation is based on certain other relevant factors  including the outlook for
economic growth,  currency  exchange rates,  commodity  prices,  interest rates,
political  factors  and the stage of the  local  market  cycle in such  emerging
market.   The  Consultant  expects  to  allocate  the  Fund's  investments  over
geographic as well as economic sectors.

         There  are  currently  over 50  newly  industrializing  and  developing
countries  with  equity  markets.  A number of these  markets are not yet easily
accessible  to  foreign   investors  and  have   unattractive  tax  barriers  or
insufficient  liquidity to make significant  investments by the Fund feasible or
attractive. However, many of the largest of the emerging markets have, in recent
years,  liberalized  access and more are  expected  to do so over the coming few
years if the present trend continues.

         Emerging  markets in which the Fund  intends to invest may  include the
following emerging markets:

Asia:     Bangladesh,   China,  India,  Indonesia,  Korea,  Malaysia,  Mynanmar,
          Mongolia,   Pakistan,   Philippines,  Sri  Lanka,  Republic  of  China
          (Taiwan), Thailand, Vietnam
Latin     Argentina,  Bolivia,  Brazil,  Chile,  Columbia,  Costa Rica, Ecuador,
America:  Jamaica, Mexico, Peru, Uruguay, Venezuela,

Europe/   Botswana,  Czech Republic, Ghana,  Greece,  Hungary,  Israel,  Jordan,
Middle    Kazakhstan,  Kenya,  Morocco,   Namibia,  Nigeria,  Poland,  Portugal,
East/     Russia, Slovakia, Slovenia, South Africa, Turkey, Ukraine, Zimbabwe
Africa:

         The Fund invests  predominantly in individual stocks listed on emerging
stock  exchanges or in  depository  receipts of such stocks listed on markets in
industrialized  countries or traded in the international equity market. The Fund
may also invest in shares of companies which are not presently listed but are in
the process of being  privatized  by the  government  and,  subject to a maximum
aggregate  investment  equal to 25% of the total  assets of the Fund,  shares of
companies that are traded in unregulated over-the-counter markets or other types
of unlisted  securities  markets.  The Fund may also invest  through  investment
funds,   pooled  accounts  or  other  investment  vehicles  designed  to  permit
investments in a portfolio of stocks listed in a particular  developing  country
or region  subject  to  obtaining  any  necessary  local  regulatory  approvals,
particularly in the case of countries in which such an investment vehicle is the
exclusive or main vehicle for foreign portfolio investment. Such investments may
result in additional costs, as the Fund may be required to bear a pro rata share
of the expenses of each such fund in which it invests.  The Fund may also invest
in companies listed on major markets outside of the emerging markets that, based
on  information  obtained  by the  Consultant,  derive  at  least  half of their
revenues from trade with or production in developing countries. In addition, the
Fund's assets may be invested on a temporary basis in debt securities  issued by
companies or governments in developing  countries or money market  securities of
high-grade   issuers  in   industrialized   countries   denominated  in  various
currencies.

         The Fund may also  invest  in bonds  and money  market  instruments  in
Canada,  the United  States  and other  markets of  industrialized  nations  and
emerging securities markets,  and, for temporary defensive purposes,  may invest
without  limit  in cash  and  high  quality  money  market  instruments  such as
securities  issued  by  the  U.S.  government  and  agencies  thereof,  bankers'
acceptances,  commercial  paper,  and bank  certificates  of  deposit.  The Fund
expects  that,  not  including the margin  deposits or the  segregated  accounts
created in connection with index futures and other derivatives,  less than 5% of
its total net assets will be invested in such high quality cash items.  The Fund
may also invest in indexed  securities,  the redemption  value and/or coupons of
which  are  indexed  to the  prices  of other  securities,  securities  indices,
currencies,  precious  metal, or other  commodities,  as well as other technical
indicators.

         The  Fund  may  also  invest  up to  10% of its  total  assets  through
debt-equity  conversion  funds  established  to  exchange  foreign  bank debt of
countries whose  principal  repayments are in arrears into a portfolio of listed
and unlisted equities,  subject to certain repatriation  restrictions.  The Fund
may also invest in convertible securities,  enter repurchase agreements and lend
up to 100% of its portfolio securities. The Fund may invest up to 15% of its net
assets in illiquid securities.

        The Fund may also buy put and call options, sell (write) covered options
and enter into futures  contracts  and options on futures  contracts for hedging
and risk  management.  The Fund's use of options on  particular  securities  (as
opposed to market indices) is limited such that the premiums paid by the Fund on
all outstanding  options it has purchased may not exceed 5% of its total assets.
The Fund may also write options in connection with  buy-and-write  transactions,
and use index futures (on foreign  stock  indices),  options on futures,  equity
swap  contracts and  contracts  for  differences  for  investment,  anticipatory
hedging and risk management and to effect synthetic sales and purchases.

         The Fund may use forward foreign currency  contracts,  currency futures
contracts,  currency  swap  contracts,  options on  currencies  and buy and sell
foreign  currencies  for hedging and for currency risk  management.  The put and
call options on currency futures written by the Fund will always be covered.

         For a detailed description of the investment practices described in the
five preceding  paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".

GLOBAL HEDGED EQUITY FUND

         The Global  Hedged  Equity  Fund seeks  total  return  consistent  with
minimal  exposure  to  general  equity  market  risk.  The Fund will  pursue its
investment  objective  by  investing  substantially  all  of  its  assets  in  a
combination of (i) equity securities,  (ii) derivative  instruments  intended to
hedge the value of the Fund's equity securities against substantially all of the
general  movements in the relevant equity  market(s),  including  hedges against
substantially all of the changes in the value of the U.S. dollar relative to the
currencies  represented  in the indices used to hedge general equity market risk
and (iii) long interest rate futures  contracts  intended to adjust the duration
of  the  theoretical  fixed  income  security  embedded  in the  pricing  of the
derivatives  used for hedging the Fund's  equity  securities  (the  "Theoretical
Fixed Income  Security").  To the extent that the Fund's  portfolio  strategy is
successful, the Fund is expected to achieve a total return consisting of (i) the
performance  of the Fund's equity  securities,  relative to the relevant  equity
market indices  (including  appreciation  or  depreciation  of any  overweighted
currency relative to the currency weighting of the equity hedge),  plus or minus
(ii) short-term capital gains or losses  approximately equal to the total return
on the Theoretical  Fixed Income Security,  plus or minus (iii) capital gains or
losses on the Fund's  interest  rate futures  positions  minus (iv)  transaction
costs and other Fund expenses.  Investors should  understand that, as opposed to
conventional equity portfolios,  to the extent that the Fund's hedging positions
are effective, the performance of the Fund is not expected to correlate with the
movements of equity markets generally.  Rather, the performance of the Fund will
tend to be a function of the total  return on fixed  income  securities  and the
performance of the Fund's equity  securities  relative to broad market  indices,
including changes in overweighted  currencies relative to the currency weighting
of those indices.

         The Global  Hedged  Equity Fund will  generally  invest in at least 125
different common stocks chosen from among (i) the Large Cap 1200 and (ii) stocks
traded  primarily  outside  of the United  States  similarly  chosen  from among
issuers with the largest market  capitalization that are principally traded on a
given foreign securities  exchange.  The Manager will select which common stocks
to purchase  based on its  assessment  of whether the common  stock of an issuer
(and/or the  currency in which the stock is traded) is likely to perform  better
than the broad global equity market index (the "Selected Equity Index") selected
by the Manager to serve as a hedge for the Fund's portfolio as a whole.

         As indicated  above, the Fund will seek to hedge fully the value of its
equity holdings  (measured in U.S. Dollars) against  substantially all movements
in the global equity markets (measured in U.S. Dollars). This means that, if the
hedging  strategy is  successful,  when the world equity markets and/or the U.S.
dollar go up or down, the Fund's net asset value will not be materially affected
by those movements in the relevant  equity or currency  markets  generally,  but
will  rise or fall  based  primarily  on  whether  the  Fund's  selected  equity
securities perform better or worse than the Selected Equity Index. Those changes
will include the changes in any overweighted  currency  relative to the currency
weighting of the Selected Equity Index.

         The  Fund  may use a  variety  of  equity  hedging  instruments.  It is
currently  anticipated  that the Fund will  primarily use a combination of short
equity swap contracts and Index Futures for the purpose of hedging equity market
exposure,  including,  to the extent  permitted by  regulations of the Commodity
Futures  Trading  Commission,  those traded on foreign  markets.  The derivative
short  positions  represented by the Fund's equity swap contracts will generally
relate to modified versions of the market capitalization  weighted U.S., Europe,
Australia and Far East Index (or "Global  Index")  calculated by Morgan  Stanley
Capital   International.   These  modified  indices  ("Modified  Global  Index")
generally  reduce the size of the  Japanese  equity  markets for purposes of the
country  weighting  by 40% or more.  The Fund  generally  expects  to build  its
currency hedging into its equity swap contracts, although it may also attempt to
hedge directly its foreign currency-denominated  portfolio securities against an
appreciation in the U.S. dollar relative to the foreign currencies in which such
securities are denominated.

         The  Manager  expects to select  specific  equity  investments  without
regard to the country  weightings of the Modified Global Index and in some cases
may  intentionally  emphasize  holdings  in a  particular  market or traded in a
particular  currency.  Because the country market and currency  weighting of the
Modified  Global Index will  generally not precisely  mirror the country  market
weightings  represented  by the  Fund's  equity  securities,  there  will  be an
imperfect  correlation  between  the Fund's  equity  securities  and the hedging
position(s). Consequently, the Fund's hedging strategies using those equity swap
contracts are expected to be somewhat imperfect. This means there is a risk that
if the Fund's equity  securities  decline in value as a result of general market
conditions,  the hedging  position(s)  may not appreciate  enough to offset that
decline (or may actually depreciate).  Likewise, if the Fund's equity securities
increase in value,  that value may be more than offset by a decline in the value
of the hedging  position(s).  Also,  because the  Manager  may  conclude  that a
particular   currency  is  likely  to  appreciate  relative  to  the  currencies
represented by the Selected Equity Index,  securities  traded in that particular
currency may be  overweighted  relative to the Selected  Equity  Index.  Such an
overweighted  position  may result in a loss or  reduced  gain to the Fund (even
when the  security  appreciates  in local  currency)  if the  relevant  currency
depreciates relative to the currencies represented by the Modified Global Index.

         The Fund's hedging  positions are also expected to increase or decrease
the Fund's  gross total  return by an amount  approximating  the total return on
relevant short-term fixed income securities referred to above as the Theoretical
Fixed Income Security. For example, as the holder of a short derivative position
on an equity  index,  the Fund will be  obligated  to pay the holder of the long
position (the  "counterparty") the total return on that equity index. The Fund's
contractual obligation eliminates for the counterparty the opportunity cost that
would be associated with actually  owning the securities  underlying that equity
index. That opportunity cost would generally be considered the total return that
a counterparty  could achieve if the  counterparty's  capital were invested in a
short-term  fixed income security (i.e., up to 2 years maturity)  rather than in
the securities underlying the Relevant Equity Index. Because the counterparty is
relieved of this cost,  the pricing of the  hedging  instruments  is designed to
compensate the holder of the short position (in this case the Fund) by paying to
the holder the total return on the Theoretical  Fixed Income Security.  (Another
way of thinking  about this is that the holder of the short  position  must,  in
theory,  be  compensated  for the cost of borrowing  money over some  relatively
short term  (generally up to 2 years) to purchase an equity  portfolio  matching
that holder's obligations under the hedging instrument.)

         In practice, the Manager has represented that generally, if there is no
movement  in the  Relevant  Equity  Index  during  the  term  of the  derivative
instrument, the Fund as the holder of the short (hedging) position would be able
to close out that  position  with a gain or loss equal to the total  return on a
Theoretical  Fixed Income Security with a principal  amount equal to the face or
notional amount of the hedging instrument.

         The total  return on the  Theoretical  Fixed Income  Security  would be
accrued interest plus or minus the capital gain or loss on that security. In the
case of Index  Futures,  the Fund would  expect  the  Theoretical  Fixed  Income
Security  would be one  with a term  equal to the  remaining  term of the  Index
Future  and  bearing  interest  at a rate  approximately  equal to the  weighted
average interest rate for money market  obligations  denominated in the currency
or currencies  used to settle the Index Futures  (generally  LIBOR if settled in
U.S. dollars). In the case of equity swap contracts, the Manager can specify the
Theoretical Fixed Income Security whose total return will be paid to (or payable
by) the Fund. In cases where the Manager believes the implicit "duration" of the
Fund's theoretical fixed income securities is too short to provide an acceptable
total  return,  the Fund may enter into long  interest rate futures (or purchase
call options on longer maturity  fixed-income  securities) which,  together with
the Theoretical  Fixed Income Security,  creates a synthetic  Theoretical  Fixed
Income  Security with a longer  duration (but never with a duration  causing the
Fund's overall duration to exceed that of 3-year U.S. Treasury obligations) (See
"Descriptions and Risks of Fund Investment Practices -- Use of Options,  Futures
and Options on Futures -- Investment  Purposes").  The Fund will segregate cash,
U.S.  Treasury  obligations  and other high grade debt  obligations in an amount
equal, on a mark-to-market  basis, to the Fund's  obligations under the interest
rate futures. Duration is the average time until payment (or anticipated payment
in the case of a callable  security) of interest and principal on a fixed income
security, weighted according to the present value of each payment.

         If  interest  rates rise,  the Fund would  expect that the value of any
long  interest  rate future  owned by the Fund would  decline  and that  amounts
payable to the Fund under an equity swap contract in respect of the  Theoretical
Fixed  Income  Security  would  decrease  or that  amounts  payable  by the Fund
thereunder  would  increase.  Any such  decline  (and/or  the amount of any such
decrease or increase under a short equity swap  contract)  could be greater than
the  derivative  "interest"  received  on the Fund's  Theoretical  Fixed  Income
Securities.  The  Fund's  gross  return  is  also  expected  to  be  reduced  by
transaction costs and other Fund expenses. Those expenses will generally include
currency  hedging costs if interest rates outside the U.S. are higher than those
in the U.S.

         For  the  equity  swap   contracts   entered  into  by  the  Fund,  the
counterparty will typically be a bank, investment banking firm or broker/dealer.
The  counterparty  will  generally  agree to pay the Fund  (i)  interest  on the
Theoretical  Fixed Income Security with a principal amount equal to the notional
amount of the equity swap contract  plus (ii) the amount,  if any, by which that
notional amount would have decreased in value (measured in U.S.  Dollars) had it
been  invested in the stocks  comprising  the equity index agreed to by the Fund
(the "Contract  Index") in proportion to the  composition of the Contract Index.
(The Contract Index will be the Modified Global Index except that, to the extent
short futures  contracts on a particular  country's  equity  securities are also
used by the Fund,  the Contract  Index may be the  Modified  Global Index with a
reduced  weighting for that country to reflect the futures  position.)  The Fund
will  agree  to pay  the  counterparty  (i) any  negative  total  return  on the
Theoretical  Fixed Income  Security  plus (ii) the amount,  if any, by which the
notional  amount of the  equity  swap  contract  would have  increased  in value
(measured in U.S.  Dollars) had it been  invested in the stocks  comprising  the
Contract  Index plus (iii) the dividends  that would have been received on those
stocks.  Therefore, the return to the Fund on any equity swap contract should be
the total return on the Theoretical  Fixed Income  Security  reduced by the gain
(or increased by the loss) on the notional amount as if invested in the Contract
Index and reduced by the dividends on the stocks  comprising the Contract Index.
The Fund will only enter into equity swap  contracts on a net basis,  i.e.,  the
two parties'  obligations are netted out, with the Fund paying or receiving,  as
the case may be, only the net amount of any payments.  Payments under the equity
swap  contracts may be made at the  conclusion  of the contract or  periodically
during its term.

         The Fund may from time to time enter into the  opposite  side of equity
swap  contracts  (i.e.,  where the Fund is  obligated  to pay the  decrease  (or
receive the  increase) on the  Contract  Index  increased by any negative  total
return (and  decreased by any positive  total return) on the  Theoretical  Fixed
Income  Security)  to reduce  the  amount of the Fund's  equity  market  hedging
consistent with the Fund's objective.  These positions are sometimes referred to
as "long equity swap contracts".  The Fund may also take long positions in index
futures for similar purposes.

         The Fund may also take a long  position in index  futures to reduce the
amount of the Fund's equity market hedging consistent with the Fund's objective.
When hedging  positions are reduced using index  futures,  the Fund will also be
exposed to the risk of imperfect  correlations between the index futures and the
hedging positions being reduced.

         The Fund will use a combination of long and short equity swap contracts
and long and short  positions in index futures in an attempt to hedge  generally
its equity securities against substantially all movements in the relevant equity
markets  generally.  The Fund will not use equity  swap  contracts  or  Relevant
Equity Index Futures to leverage the Fund.

         The Fund's  actual  exposure to an equity market or markets will not be
completely  hedged if the  aggregate of the  notional  amount of the long equity
swap  contracts  (less the notional  amount of any short equity swap  contracts)
relating to the  relevant  equity  index plus the face amount of the short Index
Futures (less the face amount of any long Index Futures) is less than the Fund's
total net assets invested in common stocks  principally traded on such market or
markets and will tend to be overhedged if such aggregate is more than the Fund's
total net assets so invested.  Under normal conditions,  the Manager expects the
Fund's total net assets invested in equity  securities  generally to be up to 5%
more or less than this  aggregate  because  purchases  and  redemptions  of Fund
shares will change the Fund's total net assets frequently, because Index Futures
can only be purchased  in integral  multiples of an equity index and because the
Funds'  positions may appreciate or depreciate  over time.  Also, the ability of
the Fund to hedge risk may be diminished by imperfect correlations between price
movements  of the  underlying  equity  index with the price  movements  of Index
Futures  relating  to that index and by lack of  correlation  between the market
weightings of the Modified Global Index, on the one hand, and, on the other, the
market weightings  represented by the common stocks selected for purchase by the
Fund.

         In theory,  the Fund will only be able to achieve  its  objective  with
precision if (i) the  aggregate  face amount of the net short Index Futures plus
the notional  amount of the long equity swap contracts (less the notional amount
of any short equity swap  contracts)  relating to the  Selected  Equity Index is
precisely equal to a Fund's total net assets, (ii) there is exact price movement
correlation between any Index Futures and the relevant equity index, (iii) there
is exact price  correlation  between the  Modified  Global Index and the overall
movements of the relevant  equity markets and (iv) the Fund's  currency  hedging
strategies are effective.  As noted, in practice there are a number of risks and
cash flows which will tend to undercut these assumptions.

         The  purchase  and sale of  common  stocks  and Index  Futures  involve
transaction  costs and  reverse  equity swap  contracts  require the Fund to pay
interest on the notional amount of the contract.

         In addition to the practices  described  above,  in order to pursue its
objective the Fund may invest in securities  of foreign  issuers  traded on U.S.
exchanges and securities traded abroad,  American Depositary Receipts,  European
Depository Receipts and other similar securities  convertible into securities of
foreign  issuers.  The Fund  may  also  invest  up to 15% of its net  assets  in
illiquid  securities and temporarily  invest up to 50% of its assets in cash and
high quality  money market  instruments  such as  securities  issued by the U.S.
government and agencies  thereof,  bankers'  acceptances,  commercial paper, and
bank certificates of deposit.

         The Fund may also enter repurchase  agreements,  and lend up to 100% of
its portfolio securities.

         In addition, for hedging purposes only the Fund may use forward foreign
currency contracts,  currency futures contracts,  related options and options on
currencies, and buy and sell foreign currencies.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices" later in this Prospectus.

FIXED INCOME FUNDS

         As used in several of the Fixed  Income  Funds'  investment  objectives
below, "bond" means any fixed income obligation with an original maturity of two
years or more,  as well as  "synthetic"  bonds  created by  combining  a futures
contract  or option on a fixed  income  security  with cash,  a cash  equivalent
investment or another fixed income  security.  (See  "Descriptions  and Risks of
Fund Investment  Practices -- Synthetic Bonds".) Total return for each Fund will
be measured by aggregating capital value changes and income. Under normal market
conditions,  each of the Emerging  Country Debt Fund, the Core Emerging  Country
Debt Fund, the International  Bond Fund, the Currency Hedged  International Bond
Fund and the Global Bond Fund will invest at least 65% of its assets in bonds of
issuers of at least three countries  (excluding the United States).  However, up
to 100% of these Fixed Income Fund's assets may be denominated in U.S.  dollars,
and for temporary defensive purposes,  each such Fixed Income Fund may invest as
much as 100% of its  assets  in  issuers  from one or two  countries,  which may
include the United States.

DOMESTIC BOND FUND

         The  Domestic  Bond  Fund  seeks  to earn  high  total  return  through
investment primarily in U.S. government  securities.  The Fund may also invest a
significant  portion of its assets in other  investment  grade bonds  (including
convertible  bonds)  denominated  in U.S.  dollars.  The Fund's  portfolio  will
generally  have  a  duration  of  approximately  four  to six  years  (excluding
short-term investments). The duration of a fixed income security is the weighted
average  maturity,  expressed in years,  of the present value of all future cash
flows, including coupon payments and principal repayments. The Fund will attempt
to provide a total  return  greater  than that  generally  provided  by the U.S.
government  securities market as measured by an index selected from time to time
by the Manager.  The Fund may invest in fixed income securities of any maturity,
although  the  Fund  expects  that at  least  65% of its  total  assets  will be
comprised  of "bonds" as such term is defined  above.  Fixed  income  securities
include securities issued by federal, state, local and foreign governments,  and
a wide range of private issuers.

         The Fund  may lend  securities  valued  at up to 100% of total  assets,
invest up to 5% of its assets in lower  rated  securities  (also  known as "junk
bonds"),  and invest in adjustable rate securities,  zero coupon  securities and
depository receipts. The Fund may also enter into repurchase agreements, reverse
repurchase agreements and dollar roll transactions. The Fund may also enter into
loan  participation  agreements and invest in other direct debt instruments.  In
addition,  the  Fund  may  invest  in  mortgage-backed  and  other  asset-backed
securities  issued by the U.S.  government,  its agencies and by  non-government
issuers,  including  collateral  mortgage  obligations  ("CMO's"),   strips  and
residuals.  The Fund may also invest in indexed securities the redemption values
and/or  coupons  of  which  are  indexed  to the  prices  of  other  securities,
securities indices,  currencies,  precious metals or other commodities, or other
financial  indicators.  The Fund may also enter into firm commitment  agreements
with banks or broker-dealers, and may invest up to 15% of its assets in illiquid
securities.

        In addition, the Fund may buy put and call options, sell (write) covered
options,  and enter into futures  contracts and options on futures contracts for
hedging,  investment  and risk  management  and to  effect  synthetic  sales and
purchases.  The Fund's use of options on  particular  securities  (as opposed to
market  indices)  is  limited  such  that the  premiums  paid by the Fund on all
outstanding  options it has purchased may not exceed 5% of its total assets. The
Fund may also use interest rate swap  contracts,  contracts for  differences and
interest  rate  caps,  floors  and  collars  for  hedging,  investment  and risk
management.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".

SHORT-TERM INCOME FUND

         The  Short-Term   Income  Fund  seeks  current  income  to  the  extent
consistent with the preservation of capital and liquidity through  investment in
a portfolio of fixed income  instruments rated high quality by Standard & Poor's
Corporation  ("S&P")  or by  Moody's  Investors  Service,  Inc.  ("Moody's")  or
considered  by the Manager to be of  comparable  quality.  While the  Short-Term
Income Fund intends to invest in short-term securities, it is not a money market
fund.  Debt  securities  held by the Fund which have a remaining  maturity of 60
days or less will be valued  at  amortized  cost  unless  circumstances  dictate
otherwise.  See  "Determination of Net Asset Value". It is the present policy of
the Short-Term Income Fund, which may be changed without  shareholder  approval,
to  maintain  at least 65% of the Fund's  assets  invested  in  securities  with
remaining maturities of two years or less.

         In  determining  whether a security  is a suitable  investment  for the
Short-Term  Income Fund,  reference will be made to the quality of the security,
including  its  rating,  at the time of  purchase.  The  Manager  may or may not
dispose  of a  portfolio  security  as a result of a change  in the  securities'
rating,  depending  on its  evaluation  of the  security  in light of the Fund's
investment objectives and policies.

         The Fund may invest in prime  commercial  paper and master demand notes
(rated  "A-1" by S&P or  "Prime-1"  by  Moody's  or,  if not  rated,  issued  by
companies  having an  outstanding  debt  issue  rated at least "AA" by S&P or at
least "Aa" by Moody's),  high-quality  corporate debt securities (rated at least
"AA" by S&P or at least  "Aa" by  Moody's),  and  high-quality  debt  securities
backed by pools of commercial or consumer  finance loans (rated at least "AA" by
S&P or "Aa" by Moody's) and  certificates of deposit,  bankers'  acceptances and
other bank obligations (when and if such other bank obligations become available
in the future)  issued by banks having total assets of at least $2 billion as of
the date of the bank's most recently published financial statement.

         In  addition  to the  foregoing,  the  Short-Term  Income Fund may also
invest in  certificates  of deposit of $100,000  or less of  domestic  banks and
savings and loan  associations,  regardless of total assets, if the certificates
of deposit are fully  insured as to principal by the Federal  Deposit  Insurance
Corporation  or  the  Federal  Savings  and  Loan  Insurance  Corporation.   The
Short-Term Income Fund may invest up to 100% of its assets in obligations issued
by banks, and up to 15% of its assets in obligations  issued by any one bank. If
the  bank is a  domestic  bank,  it  must be a  member  of the  Federal  Deposit
Insurance  Corporation.  This does not prevent the  Short-Term  Income Fund from
investing in obligations  issued by foreign branches of domestic banks and there
is currently no limit on the Fund's ability to invest in these  obligations.  If
the bank is foreign, the obligation must, in the opinion of the Manager, be of a
quality  comparable to the other debt  securities  which may be purchased by the
Short-Term  Income Fund.  There are special risks associated with investments in
such foreign  bank  obligations,  including  the risks  associated  with foreign
political,  economic and legal  developments and the fact that foreign banks may
not be  subject  to the same or similar  regulatory  requirements  that apply to
domestic banks.  (See  "Descriptions  and Risks of Fund  Investment  Practices -
Certain Risks of Foreign  Investments".)  The Short-Term Income Fund will invest
in these  securities  only when the Manager  believes the risks are minimal.  In
addition,  to the extent the Short-Term  Income Fund  concentrates its assets in
the banking industry,  including the domestic banking  industry,  adverse events
affecting the industry may also have an adverse effect on the Fund. Such adverse
events  include,  but are not limited to, rising  interest  rates which affect a
bank's ability to maintain the "spread"  between the cost of money and any fixed
return earned on money, as well as industry-wide increases in loan default rates
and declines in the value of loan collateral  such as real estate.  The Fund may
also invest in U.S. Government Securities.

         The   Short-Term   Income  Fund  may  purchase  any  of  the  foregoing
instruments through firm commitment  arrangements with domestic commercial banks
and registered broker-dealers and may enter into repurchase agreements with such
banks and  broker-dealers  with  respect to any of the  foregoing  money  market
instruments, longer term U.S. Government Securities or corporate debt securities
rated at least "AA" by S&P or at least "Aa" by Moody's. The Fund will only enter
into firm  commitment  arrangements  and  repurchase  agreements  with banks and
broker-dealers which the Manager determines present minimal credit risks.

         All of the Short-Term  Income Fund's  investments  will, at the time of
investment,  have  remaining  maturities  of five years or less and the  average
maturity of the Short-Term  Income Fund's  portfolio  securities  based on their
dollar value will not exceed two years at the time of each investment.  When the
Fund has purchased a security subject to a repurchase agreement,  the amount and
maturity of the Fund's  investment will be determined by reference to the amount
and  term  of the  repurchase  agreement,  not by  reference  to the  underlying
security.  When the Fund purchases an adjustable  rate security,  the security's
maturity will be determined  with reference to the frequency with which the rate
is  adjusted.   If  the  disposition  of  a  portfolio  security  results  in  a
dollar-weighted  average portfolio maturity in excess of two years for the Fund,
it  will  invest  its  available  cash  in  such  a  manner  as  to  reduce  its
dollar-weighted  average  maturity  to two  years or less as soon as  reasonably
practicable.

         The  Fund  may also  invest  in  foreign  securities  when the  Manager
believes the risks are minimal,  and lend portfolio  securities  valued at up to
100% of its total assets.

         For a detailed description of the investment practices described in the
preceding  paragraphs and the risks associated with them, see  "Descriptions and
Risks of Fund Investment Practices".

INTERNATIONAL BOND FUND

         The  International  Bond Fund seeks to earn high total  return  through
investment  primarily in  investment-grade  bonds (including  convertible bonds)
denominated in various  currencies,  including U.S. dollars, or in multicurrency
units.  The Fund will  attempt  to  provide  a total  return  greater  than that
generally  provided by the  international  fixed  income  securities  markets as
measured by an index selected from time to time by the Manager. Because the Fund
will not generally  attempt to hedge against an  appreciation in the U.S. dollar
relative  to  the  foreign  currency  in  which  its  portfolio  securities  are
denominated,  investors  should  expect  that  the  Fund's  performance  will be
adversely  affected by  appreciation  of the U.S.  dollar and will be positively
affected by a decline in the U.S. dollar relative to the currencies in which the
Funds' portfolio securities are denominated.

         The Fund  may  invest  in  fixed  income  securities  of any  maturity,
although  the  Fund  expects  that at  least  65% of its  total  assets  will be
comprised  of "bonds" as such term is defined  above.  Fixed  income  securities
include securities issued by federal, state, local and foreign governments,  and
a wide range of private issuers.

         The Fund may enter into loan participation  agreements and other direct
investments,   forward  foreign  exchange  agreements,   and  purchase  or  sell
securities on a when-issued or delayed  delivery basis. The Fund may also invest
a portion of its assets in sovereign debt (bonds,  including  convertible  bonds
and Brady  bonds,  and loans) of countries in Asia,  Latin  America,  the Middle
East,  Southern  Europe,  Eastern Europe and Africa (see "Emerging  Country Debt
Fund") and, to the extent permitted by the 1940 Act, may invest in shares of the
Emerging Country Debt Fund or the Core Emerging Country Debt Fund.

     The Fund may lend securities  valued at up to 100% of total assets,  invest
up to 25% of its assets in lower rated  securities (also known as "junk bonds"),
and invest in adjustable rate securities,  zero coupon securities and depository
receipts of foreign issuers. The Fund may also enter into repurchase agreements,
reverse repurchase agreements and dollar roll agreements.  In addition, the Fund
may invest in mortgage-backed  and other  asset-backed  securities issued by the
U.S.  government,   its  agencies  and  by  non-government  issuers,   including
collateral mortgage obligations  ("CMO's"),  strips and residuals.  The Fund may
also invest in indexed  securities the redemption values and/or coupons of which
are indexed to the prices of other securities,  securities indices,  currencies,
precious metals or other commodities,  or other financial  indicators.  The Fund
may also enter into firm commitment agreements with banks or broker-dealers, and
may invest up to 15% of its assets in illiquid securities.

          The Fund may buy put and call options,  sell (write) covered  options,
and enter into futures  contracts and options on futures  contracts for hedging,
investment and risk management and to effect synthetic sales and purchases.  The
Fund's use of options on particular securities (as opposed to market indices) is
limited such that the premiums  paid by the Fund on all  outstanding  options it
has purchased  may not exceed 10% of its total  assets.  The Fund may also write
options in connection with buy-and-write transactions,  and use index futures on
foreign indices for investment,  anticipatory  hedging and risk  management.  In
addition, the Fund may use forward foreign currency contracts,  currency futures
contracts and related options,  currency swap contracts,  options on currencies,
and buy and sell currencies for hedging,  and for currency risk management.  The
Fund may also use synthetic  bonds and synthetic  foreign  currency  denominated
securities to approximate desired risk/return profiles where the desired profile
is either unavailable or possesses undesirable characteristics.

         In addition,  the Fund may use interest rate swap contracts,  contracts
for  differences  and  interest  rate caps,  floors  and  collars  for  hedging,
investment and risk management.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".


CURRENCY HEDGED INTERNATIONAL BOND FUND

         The Currency  Hedged  International  Bond Fund seeks to earn high total
return  through  investment  primarily  in  investment-grade   bonds  (including
convertible bonds)  denominated in various currencies  including U.S. dollars or
in multicurrency  units. The Fund will attempt to provide a total return greater
than that  generally  provided  by the  international  fixed  income  securities
markets as measured by an index  selected from time to time by the Manager.  The
Fund has the same objectives and policies as the International Bond Fund, except
that the Currency Hedged International Bond Fund will generally attempt to hedge
at least 75% of its foreign currency-denominated portfolio securities against an
appreciation in the U.S. dollar relative to the foreign  currencies in which the
portfolio  securities are denominated.  However,  there can be no assurance that
the Fund's hedging strategies will be totally effective.

         The Fund  may  invest  in  fixed  income  securities  of any  maturity,
although  the  Fund  expects  that at  least  65% of its  total  assets  will be
comprised  of "bonds" as such term is defined  above.  Fixed  income  securities
include securities issued by federal, state, local and foreign governments,  and
a wide range of private issuers.

         The Fund may enter into loan participation  agreements and other direct
investments, forward foreign exchange agreements and purchase or sell securities
on a when-issued or delayed  delivery basis.  The Fund may also invest a portion
of its assets in sovereign debt (bonds,  including  convertible  bonds and Brady
Bonds, and loans) of countries in Asia, Latin America, the Middle East, Southern
Europe, Eastern Europe and Africa (see "Emerging Country Debt Fund") and, to the
extent  permitted by the 1940 Act, may invest in shares of the Emerging  Country
Debt Fund or the Core Emerging Country Debt Fund.

         The Fund  may lend  securities  valued  at up to 100% of total  assets,
invest up to 25% of its assets in lower  rated  securities  (also known as "junk
bonds"),  and invest in adjustable rate securities,  zero coupon  securities and
depository receipts of foreign issuers.  The Fund may also enter into repurchase
agreements,  reverse  repurchase  agreements  and  dollar  roll  agreements.  In
addition,  the  Fund  may  invest  in  mortgage-backed  and  other  asset-backed
securities  issued by the U.S.  government,  its agencies and by  non-government
issuers,  including  collateral  mortgage  obligations  ("CMO's"),   strips  and
residuals.  The Fund may also invest in indexed securities the redemption values
and/or  coupons  of  which  are  indexed  to the  prices  of  other  securities,
securities indices,  currencies,  precious metals or other commodities, or other
financial  indicators.  The Fund may also enter into firm commitment  agreements
with banks or broker-dealers, and may invest up to 15% of its assets in illiquid
securities.

          The Fund may buy put and call options,  sell (write) covered  options,
and enter into futures  contracts and options on futures  contracts for hedging,
investment and risk management and to effect synthetic sales and purchases.  The
Fund's use of options on particular securities (as opposed to market indices) is
limited such that the premiums  paid by the Fund on all  outstanding  options it
has purchased  may not exceed 10% of its total  assets.  The Fund may also write
options in connection with buy-and-write transactions,  and use index futures on
foreign indices for investment,  anticipatory  hedging and risk  management.  In
addition, the Fund may use forward foreign currency contracts,  currency futures
contracts and related options,  currency swap contracts,  options on currencies,
and buy and sell currencies for hedging,  and for currency risk management.  The
Fund may also use synthetic  bonds and synthetic  foreign  currency  denominated
securities to approximate desired risk/return profiles where the desired profile
is either unavailable or possesses undesirable characteristics.

         In addition,  the Fund may use interest rate swap contracts,  contracts
for  differences  and  interest  rate caps,  floors  and  collars  for  hedging,
investment and risk management.

         For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".

GLOBAL BOND FUND

         The Global Bond Fund seeks to earn high total return through investment
primarily in investment-grade bonds (including convertible bonds) denominated in
various currencies,  including U.S. dollars, or in multicurrency units. The Fund
will attempt to provide a total return greater than that  generally  provided by
the global fixed income securities markets as measured by an index selected from
time to time by the Manager.  The Fund will invest in fixed income securities of
both United  States and  foreign  issuers.  Because the Fund will not  generally
attempt to hedge  against an  appreciation  in the U.S.  dollar  relative to the
foreign  currencies in which some of its portfolio  securities are  denominated,
investors should expect that the Fund's  performance will be adversely  affected
by appreciation of the U.S. dollar and will be positively  affected by a decline
in the U.S.  dollar  relative to the  currencies  in which the Funds'  portfolio
securities are denominated.

         The Fund  may  invest  in  fixed  income  securities  of any  maturity,
although  the  Fund  expects  that at  least  65% of its  total  assets  will be
comprised  of "bonds" as such term is defined  above.  Fixed  income  securities
include securities issued by federal, state, local and foreign governments,  and
a wide range of private issuers.

         Under certain adverse investment conditions,  the Fund may restrict the
number of securities  markets in which assets will be invested,  although  under
normal  market  circumstances  it is expected that the Fund's  investments  will
involve securities principally traded in at least three different countries. For
temporary  defensive  purposes,  the Fund may invest up to 100% of its assets in
securities  principally  traded in the United States and/or  denominated in U.S.
dollars.

         The Fund may enter into loan participation  agreements and other direct
investments,   forward  foreign  exchange  agreements,   and  purchase  or  sell
securities on a when-issued or delayed  delivery basis. The Fund may also invest
a portion of its assets in sovereign debt (bonds,  including  convertible  bonds
and Brady  bonds,  and loans) of countries in Asia,  Latin  America,  the Middle
East,  Southern  Europe,  Eastern Europe and Africa (See "Emerging  Country Debt
Fund") and, to the extent permitted by the 1940 Act, may invest in shares of the
Emerging  Country Debt Fund,  the Core Emerging  Country Debt Fund, the Domestic
Bond Fund and/or the International Bond Fund.

         The Fund  may lend  securities  valued  at up to 100% of total  assets,
invest up to 25% of its assets in lower  rated  securities  (also known as "junk
bonds"),  and invest in adjustable rate securities,  zero coupon  securities and
depository receipts of foreign issuers.  The Fund may also enter into repurchase
agreements,  reverse  repurchase  agreements  and dollar roll  transactions.  In
addition,  the  Fund  may  invest  in  mortgage-backed  and  other  asset-backed
securities  issued by the U.S.  government,  its agencies and by  non-government
issuers,  including  collateral  mortgage  obligations  ("CMO's"),   strips  and
residuals.  The Fund may also invest in indexed securities the redemption values
and/or  coupons  of  which  are  indexed  to the  prices  of  other  securities,
securities indices,  currencies,  precious metals or other commodities, or other
financial  indicators.  The Fund may also enter into firm commitment  agreements
with banks or broker-dealers, and may invest up to 15% of its assets in illiquid
securities.

        The Fund may buy put and call, sell (write) covered  options,  and enter
into futures contracts and options on futures contracts for hedging,  investment
and risk management and to effect synthetic sales and purchases.  The Fund's use
of options on particular  securities  (as opposed to market  indices) is limited
such  that the  premiums  paid by the  Fund on all  outstanding  options  it has
purchased  may not  exceed  10% of its  total  assets.  The Fund may also  write
options in connection with buy-and-write transactions,  and use index futures on
foreign indices for investment,  anticipatory  hedging and risk  management.  In
addition, the Fund may use forward foreign currency contracts,  currency futures
contracts and related options,  currency swap contracts,  options on currencies,
and buy and sell  currencies for hedging and for currency risk  management.  The
Fund may also use futures  contracts and foreign currency  forward  contracts to
create synthetic bonds and synthetic foreign currency denominated  securities to
approximate desired risk/return profiles where the non-synthetic security having
the desired risk/return  profile is either unavailable or possesses  undesirable
characteristics.

         In  addition,  the  Fund  may  use  interest  rate  and  currency  swap
contracts,  contracts for differences and interest rate caps, floors and collars
for hedging,  investment and risk  management.  The use of unsegregated  futures
contracts,  related options, interest rate floors, caps and collars and interest
rate swap  contracts  for risk  management is limited to no more than 10% of the
Fund's total net assets when aggregated with the Fund's traditional  borrowings.
This 10% limitation applies to the face amount of unsegregated futures contracts
and related options and to the amount of a Fund's net payment obligation that is
not segregated against in the case of interest rate floors, caps and collars and
interest rate swap contracts.

         For a detailed  description of the investment practices described above
and the  risks  associated  with  them,  see  "Descriptions  and  Risks  of Fund
Investment Practices" later in this Prospectus.

EMERGING COUNTRY DEBT FUND

         The  Emerging  Country  Debt Fund  seeks to earn high  total  return by
investing primarily in sovereign debt (bonds,  including  convertible bonds, and
loans) of countries in Asia,  Latin America,  the Middle East,  Southern Europe,
Eastern Europe and Africa. In addition to considerations  relating to investment
restrictions  and tax  barriers,  allocation  of the  Fund's  investments  among
selected  emerging  countries  will be based on certain other  relevant  factors
including the outlook for economic  growth,  currency  exchange rates,  interest
rates,  political factors and the stage of the local market cycle. The Fund will
generally have at least 50% of its assets denominated in hard currencies such as
the U.S. dollar, Japanese yen, Italian lira, British pound,  Deutchmark,  French
franc and  Canadian  dollar.  The Fund will  attempt to  provide a total  return
greater  than  that  generally  provided  by  the  international   fixed  income
securities  markets as  measured by an index  selected  from time to time by the
Manager.

         The Fund  may  invest  in  fixed  income  securities  of any  maturity,
although  the  Fund  expects  that at  least  65% of its  total  assets  will be
comprised  of "bonds" as such term is defined  above.  Fixed  income  securities
include securities issued by federal, state, local and foreign governments,  and
a wide range of private issuers.

         The Emerging  Country Debt Fund's  investments in emerging country debt
instruments are subject to special risks that are in addition to the usual risks
of investing in debt  securities of developed  foreign markets around the world,
and  investors  are  strongly  advised to consider  those risks  carefully.  See
"Descriptions and Risks of Fund Investment Practices -- Certain Risks of Foreign
Investments".

         The Fund may enter into loan participation  agreements and other direct
investments,  forward  foreign  exchange  agreements,  invest in Brady bonds and
purchase or sell securities on a when-issued or delayed delivery basis. The Fund
may also lend  securities  valued at up to 100% of total assets,  invest without
limit in lower  rated  securities  (also known as "junk  bonds"),  and invest in
adjustable rate securities,  zero coupon  securities and depository  receipts of
foreign  issuers.  The Fund may also enter into repurchase  agreements,  reverse
repurchase  agreements  and dollar roll  agreements.  In addition,  the Fund may
invest in mortgage-backed  and other asset-backed  securities issued by the U.S.
government,  its agencies and by non-government  issuers,  including  collateral
mortgage obligations ("CMO's"),  strips and residuals.  The Fund may also invest
in indexed  securities the redemption values and/or coupons of which are indexed
to the prices of other  securities,  securities  indices,  currencies,  precious
metals or other commodities,  or other financial  indicators.  The Fund may also
enter into firm  commitment  agreements  with banks or  broker-dealers,  and may
invest up to 15% of its assets in illiquid securities.

          The Fund may buy put and call options,  sell (write) covered  options,
and enter into futures  contracts and options on futures  contracts for hedging,
investment and risk management and to effect synthetic sales and purchases.  The
Fund's use of options on particular securities (as opposed to market indices) is
limited such that the premiums  paid by the Fund on all  outstanding  options it
has purchased  may not exceed 10% of its total  assets.  The Fund may also write
options in connection with buy-and-write transactions,  and use index futures on
foreign indices for investment,  anticipatory  hedging and risk  management.  In
addition, the Fund may use forward foreign currency contracts,  currency futures
contracts and related options,  currency swap contracts,  options on currencies,
and buy and sell currencies for hedging,  and for currency risk management.  The
Fund may also use synthetic  bonds and synthetic  foreign  currency  denominated
securities to approximate desired risk/return profiles where the desired profile
is either unavailable or possesses undesirable characteristics.

         In addition,  the Fund may use interest rate swap contracts,  contracts
for  differences  and  interest  rate caps,  floors  and  collars  for  hedging,
investment and risk management.

         For a detailed description of the investment practices described in the
four preceding  paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices" later in this Prospectus.

CORE EMERGING COUNTRY DEBT FUND

         The Core Emerging  Country Debt Fund seeks to earn high total return by
investing primarily in sovereign debt (bonds,  including  convertible bonds, and
loans) of countries in Asia,  Latin America,  the Middle East,  Southern Europe,
Eastern  Europe and  Africa.  The Fund's  investments  will be  concentrated  in
emerging country debt issues having above average marketability.  In addition to
considerations relating to investment restrictions and tax barriers,  allocation
of the Fund's  investments  among selected  emerging  countries will be based on
certain  other  relevant  factors  including  the outlook for  economic  growth,
currency exchange rates, interest rates,  political factors and the stage of the
local  market  cycle.  The Fund will  generally  have at least 50% of its assets
denominated in hard currencies such as the U.S.  dollar,  Japanese yen,  Italian
lira, British pound, Deutchmark, French franc and Canadian dollar. The Fund will
attempt to provide a total return  greater than that  generally  provided by the
international  fixed income securities  markets as measured by an index selected
from time to time by the Manager.

         The Fund  may  invest  in  fixed  income  securities  of any  maturity,
although  the  Fund  expects  that at  least  65% of its  total  assets  will be
comprised  of "bonds" as such term is defined  above.  Fixed  income  securities
include securities issued by federal, state, local and foreign governments,  and
a wide range of private issuers.

         The Core Emerging  Country Debt Fund's  investments in emerging country
debt  instruments are subject to special risks that are in addition to the usual
risks of investing in debt  securities of developed  foreign  markets around the
world, and investors are strongly advised to consider those risks carefully. See
"Descriptions and Risks of Fund Investment Practices -- Certain Risks of Foreign
Investments".

         The Fund may enter into loan participation  agreements and other direct
investments,  forward  foreign  exchange  agreements,  invest in Brady bonds and
purchase or sell securities on a when-issued or delayed delivery basis. The Fund
may also lend  securities  valued at up to 100% of total assets,  invest without
limit in lower  rated  securities  (also known as "junk  bonds"),  and invest in
adjustable rate securities,  zero coupon  securities and depository  receipts of
foreign  issuers.  The Fund may also enter into repurchase  agreements,  reverse
repurchase  agreements  and dollar roll  agreements.  In addition,  the Fund may
invest in mortgage-backed  and other asset-backed  securities issued by the U.S.
government,  its agencies and by non-government  issuers,  including  collateral
mortgage obligations ("CMO's"),  strips and residuals.  The Fund may also invest
in indexed  securities the redemption values and/or coupons of which are indexed
to the prices of other  securities,  securities  indices,  currencies,  precious
metals or other commodities,  or other financial  indicators.  The Fund may also
enter into firm  commitment  agreements  with banks or  broker-dealers,  and may
invest up to 15% of its assets in illiquid securities.

          The Fund may buy put and call options,  sell (write) covered  options,
and enter into futures  contracts and options on futures  contracts for hedging,
investment and risk management and to effect synthetic sales and purchases.  The
Fund's use of options on particular securities (as opposed to market indices) is
limited such that the premiums  paid by the Fund on all  outstanding  options it
has purchased  may not exceed 10% of its total  assets.  The Fund may also write
options in connection with buy-and-write transactions,  and use index futures on
foreign indices for investment,  anticipatory  hedging and risk  management.  In
addition, the Fund may use forward foreign currency contracts,  currency futures
contracts and related options,  currency swap contracts,  options on currencies,
and buy and sell currencies for hedging,  and for currency risk management.  The
Fund may also use synthetic  bonds and synthetic  foreign  currency  denominated
securities to approximate desired risk/return profiles where the desired profile
is either unavailable or possesses undesirable characteristics.

         In addition,  the Fund may use interest rate swap contracts,  contracts
for  differences  and  interest  rate caps,  floors  and  collars  for  hedging,
investment and risk management.

         For a detailed description of the investment practices described in the
four preceding  paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices" later in this Prospectus.

              DESCRIPTIONS AND RISKS OF FUND INVESTMENT PRACTICES

         The  following  is a detailed  description  of the  various  investment
practices in which the Funds may engage and the risks associated with their use.
Not all Funds may engage in all practices  described below.  Please refer to the
"Investment  Objectives and Policies"  section above for  determination of which
practices a particular Fund may engage in.

PORTFOLIO TURNOVER

         Portfolio  turnover is not a limiting factor with respect to investment
decisions  for the Funds.  The  portfolio  turnover  rate of those Funds with at
least five months of operational  history is shown under the heading  "Financial
Highlights."

          In any  particular  year market  conditions may well result in greater
rates than are presently anticipated.  However,  portfolio turnover for the Core
Emerging Country Debt Fund, the Currency Hedged  International Core Fund and the
Global  Bond  Fund is not  expected  to exceed  150%.  High  portfolio  turnover
involves  correspondingly  greater  brokerage  commissions and other transaction
costs,  which will be borne  directly by the relevant  Fund,  and could  involve
realization  of  capital  gains  that  would  be  taxable  when  distributed  to
shareholders  of the  relevant  Fund unless  such  shareholders  are  themselves
exempt. See "Taxes" section below.

DIVERSIFIED AND NON-DIVERSIFIED PORTFOLIOS

         It is a fundamental  policy of each of the Core Fund, the  Tobacco-Free
Core Fund,  the Core II  Secondaries  Fund,  the  Fundamental  Value  Fund,  the
International  Core Fund, and the International  Small Companies Fund, which may
not be changed  without  shareholder  approval,  that (i)Eno more than 5% of the
relevant  Fund's  assets will be invested in the  securities  of any one issuer,
although up to 25% of each Fund's assets may be invested  without regard to this
restriction  and  (ii)Ethe  Fund  may not own more  than 10% of the  outstanding
voting securities of any single issuer.  Each such Fund is referred to herein as
a "diversified" fund.

         All other Funds are "non-diversified"  funds under the 1940 Act, and as
such are not required to satisfy the "diversified" requirements stated above. As
a  non-diversified  fund,  each of these  Funds  may  invest a  relatively  high
percentage of its assets in the  securities  of relatively  few issuers that the
Manager deems to be attractive investments, rather than invest in the securities
of a large  number of issuers  merely to satisfy  diversification  requirements.
Such concentration may increase the risk of loss to such Funds should there be a
decline in the  market  value of any one  portfolio  security.  Investment  in a
non-diversified  fund may therefore  entail  greater risks than  investment in a
diversified  fund.  All  Funds,  however,  must  meet  certain   diversification
standards  to qualify as a  "regulated  investment  company"  under the Internal
Revenue Code of 1986.

CERTAIN RISKS OF FOREIGN INVESTMENTS

         GENERAL. Investment in foreign issuers or securities principally traded
overseas may involve  certain special risks due to foreign  economic,  political
and legal  developments,  including favorable or unfavorable changes in currency
exchange rates,  exchange control  regulations  (including  currency  blockage),
expropriation of assets or  nationalization,  imposition of withholding taxes on
dividend  or  interest  payments,  and  possible  difficulty  in  obtaining  and
enforcing  judgments against foreign entities.  Furthermore,  issuers of foreign
securities  are  subject to  different,  often less  comprehensive,  accounting,
reporting and disclosure  requirements than domestic issuers.  The securities of
some foreign  governments and companies and foreign  securities markets are less
liquid and at times more volatile than comparable U.S. securities and securities
markets.  Foreign brokerage commissions and other fees are also generally higher
than in the United States. The laws of some foreign countries may limit a Fund's
ability to invest in  securities  of certain  issuers  located in these  foreign
countries.  There are also special tax considerations  which apply to securities
of foreign issuers and securities principally traded overseas.  Investors should
also be aware that under certain  circumstances,  markets which are perceived to
have  similar  characteristics  to troubled  markets may be  adversely  affected
whether or not similarities actually exist.

         EMERGING  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.
Disclosure and regulatory  standards in many respects are less stringent than in
the U.S.  and  developed  foreign  markets.  There also may be a lower  level of
monitoring and regulation of securities markets in emerging market countries and
the  activities  of  investors  in such  markets,  and  enforcement  of existing
regulations has been extremely limited. Many emerging countries have experienced
substantial,  and in some periods  extremely  high,  rates of inflation for many
years.  Inflation  and rapid  fluctuations  in inflation  rates have had and may
continue to have very negative  effects on the economies and securities  markets
of certain  emerging  countries.  Economies in emerging  markets  generally  are
heavily dependent upon international trade and,  accordingly,  have been and may
continue to be affected adversely by trade barriers,  exchange controls, managed
adjustments  in  relative  currency  values,  and other  protectionist  measures
imposed or negotiated by the countries  with which they trade.  These  economies
also have been and may continue to be adversely affected by economic  conditions
in the countries in which they trade.  The economies of countries  with emerging
markets may also be predominantly based on only a few industries or dependent on
revenues from particular commodities. In addition,  custodial services and other
costs  relating  to  investment  in foreign  markets  may be more  expensive  in
emerging markets than in many developed  foreign  markets,  which could reduce a
Fund's  income  from such  securities.  Finally,  because  publicly  traded debt
instruments of emerging markets  represent a relatively recent innovation in the
world debt markets, there is little historical data or related market experience
concerning the  attributes of such  instruments  under all economic,  market and
political conditions.

         In many cases,  governments of emerging  countries continue to exercise
significant control over their economies, and government actions relative to the
economy, as well as economic developments generally,  may affect the capacity of
issuers of emerging  country  debt  instruments  to make  payments on their debt
obligations,  regardless of their financial condition.  In addition,  there is a
heightened possibility of expropriation or confiscatory taxation,  imposition of
withholding taxes on interest payments, or other similar developments that could
affect  investments in those  countries.  There can be no assurance that adverse
political  changes  will not  cause a Fund to suffer a loss of any or all of its
investments  or,  in the  case of  fixed-income  securities,  interest  thereon.

SECURITIES LENDING

        All  of the  Funds  may  make  secured  loans  of  portfolio  securities
amounting to not more than 100% of the relevant Fund's total assets,  except for
the  International  Core and Currency Hedged  International  Core Funds, each of
which may make loans of portfolio  securities  amounting to not more than 25% of
their respective total assets.  The risks in lending  portfolio  securities,  as
with other  extensions of credit,  consist of possible  delay in recovery of the
securities or possible loss of rights in the collateral should the borrower fail
financially.  However,  such loans will be made only to broker-dealers  that are
believed by the Manager to be of  relatively  high credit  standing.  Securities
loans are made to broker-dealers  pursuant to agreements requiring that loans be
continuously  secured by  collateral  in cash or U.S.  Government  Securities at
least  equal  at all  times to the  market  value of the  securities  lent.  The
borrower  pays to the lending Fund an amount equal to any  dividends or interest
the Fund would have  received had the  securities  not been lent. If the loan is
collateralized by U.S. Government  Securities,  the Fund will receive a fee from
the borrower.  In the case of loans  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.  Although  voting rights or rights to
consent with respect to the loaned  securities  pass to the  borrower,  the Fund
retains  the right to call the loans at any time on  reasonable  notice,  and it
will do so in order that the  securities may be voted by the Fund if the holders
of such  securities  are asked to vote upon or  consent  to  matters  materially
affecting the investment. The Fund may also call such loans in order to sell the
securities  involved.  The  Manager  has  retained a lending  agent on behalf of
several  of the Funds  that is  compensated  based on a  percentage  of a Fund's
return on the securities  lending  activity.  The Fund also pays various fees in
connection with such loans including shipping fees and reasonable custodian fees
approved by the Trustees of the Trust or persons acting pursuant to direction of
the Board.

DEPOSITORY RECEIPTS

         Each Fund  (except the  Short-Term  Income Fund) may invest in American
Depositary  Receipts  (ADRs),  Global  Depository  Receipts  (GDRs) and European
Depository Receipts (EDRs)  (collectively,  "Depository  Receipts") if issues of
such  Depository  Receipts  are  available  that  are  consistent  with a Fund's
investment  objective.  Depository  Receipts  generally  evidence  an  ownership
interest  in a  corresponding  foreign  security  on  deposit  with a  financial
institution.  Transactions in Depository  Receipts  usually do not settle in the
same currency in which the  underlying  securities  are  denominated  or traded.
Generally, ADRs, in registered form, are designed for use in the U.S. securities
markets and EDRs,  in bearer form,  are designed for use in European  securities
markets.  GDRs may be traded in any public or private securities markets and may
represent  securities  held  by  institutions  located  anywhere  in the  world.

CONVERTIBLE SECURITIES

         A convertible security is a fixed-income  security (a bond or preferred
stock) which may be  converted  at a stated  price within a specified  period of
time into a certain  quantity  of the  common  stock of the same or a  different
issuer.  Convertible  securities  are senior to common stock in a  corporation's
capital  structure,  but are  usually  subordinated  to similar  non-convertible
securities. Convertible securities provide, through their conversion feature, an
opportunity to participate in capital appreciation resulting from a market price
advance in a convertible  security's  underlying  common  stock.  The price of a
convertible  security is influenced by the market value of the underlying common
stock and tends to increase as the market value of the  underlying  stock rises,
whereas  it tends to  decrease  as the  market  value  of the  underlying  stock
declines.  The  Manager  regards  convertible  securities  as a form  of  equity
security.

FUTURES AND OPTIONS

         As has been  described  in the  "Investment  Objectives  and  Policies"
section  above,  many of the Funds  may use  futures  and  options  for  various
purposes. Such transactions may involve options,  futures and related options on
futures  contracts,  and those  instruments may relate to particular  equity and
fixed  income  securities,   equity  and  fixed  income  indices,   and  foreign
currencies.  The  Funds  may also  enter  into a  combination  of long and short
positions  (including  spreads  and  straddles)  for  a  variety  of  investment
strategies, including protecting against changes in certain yield relationships.

         The use of futures contracts and options on futures contracts  involves
risk.  Thus,  while a Fund may  benefit  from the use of futures  and options on
futures, unanticipated changes in interest rates, securities prices, or currency
exchange rates may result in poorer overall  performance for the Fund than if it
had not  entered  into any futures  contracts  or options  transactions.  Losses
incurred  in  transactions  in futures  and  options on futures and the costs of
these transactions will affect a Fund's performance.  See Appendix A, "Risks and
Limitations of Options, Futures and Swaps" for a more detailed discussion of the
limits,  conditions and risks of the Funds' investments in futures contracts and
related options.

         OPTIONS. As has been noted above, many Funds which may use options (1)
may enter  into  contracts  giving  third  parties  the right to buy the  Fund's
portfolio  securities for a fixed price at a future date (writing  "covered call
options");  (2) may enter into contracts  giving third parties the right to sell
securities to the Fund for a fixed price at a future date (writing  "covered put
options");  and (3) may buy the right to purchase  securities from third parties
("call  options")  or the  right  to sell  securities  to  third  parties  ("put
options") for a fixed price at a future date.

         WRITING COVERED OPTIONS.  Each of the  International  Equity Funds and
Fixed Income Funds (except the Short-Term  Income Fund) may seek to increase its
return by writing  covered  call or put  options  on  optionable  securities  or
indices.  A call  option  written by a Fund on a  security  gives the holder the
right to buy the underlying security from the Fund at a stated exercise price; a
put option  gives the holder the right to sell the  underlying  security  to the
Fund at a stated exercise price. In the case of options on indices,  the options
are usually cash settled  based on the  difference  between the strike price and
the value of the index.

         Each such Fund will receive a premium for writing a put or call option,
which increases the Fund's return in the event the option expires unexercised or
is closed out at a profit.  The amount of the premium will reflect,  among other
things,  the  relationship  of the market price and volatility of the underlying
security or securities index to the exercise price of the option,  the remaining
term of the  option,  supply and demand and  interest  rates.  By writing a call
option on a  security,  the Fund  limits  its  opportunity  to  profit  from any
increase in the market value of the underlying security above the exercise price
of the option. By writing a put option on a security,  the Fund assumes the risk
that it may be required  to purchase  the  underlying  security  for an exercise
price  higher  than its then  current  market  value,  resulting  in a potential
capital loss unless the security subsequently  appreciates in value. In the case
of  options  on an index,  if a Fund  writes a call,  any  profit by the Fund in
respect of portfolio  securities  expected to  correlate  with the index will be
limited by an increase in the index above the exercise  price of the option.  If
the Fund  writes a put on an  index,  the  Fund may be  required  to make a cash
settlement greater than the premium received if the index declines.

         A call option on a security is "covered" if a Fund owns the  underlying
security or has an absolute and immediate right to acquire that security without
additional cash  consideration (or for additional cash  consideration  held in a
segregated  account by its  custodian)  upon  conversion  or  exchange  of other
securities  held in its  portfolio.  A call  option is also  covered if the Fund
holds on a share-for-share basis a call on the same security as the call written
where the exercise  price of the call held is equal to or less than the exercise
price of the call written or greater than the exercise price of the call written
if the difference is maintained by the Fund in cash, U.S. Government  securities
or other high grade debt obligations in a segregated account with its custodian.
A put option is "covered" if the Fund maintains cash, U.S. Government securities
or other high grade debt obligations with a value equal to the exercise price in
a segregated  account  with its  custodian,  or else holds on a  share-for-share
basis a put on the same security as the put written where the exercise  price of
the put held is equal to or greater than the exercise price of the put written.

         If the writer of an option wishes to terminate his  obligation,  he may
effect a "closing purchase  transaction."  This is accomplished,  in the case of
exchange  traded  options,  by buying an option of the same series as the option
previously  written.  The effect of the purchase is that the  writer's  position
will be canceled by the  clearing  corporation.  The writer of an option may not
effect a closing purchase transaction after he has been notified of the exercise
of an option. Likewise, an investor who is the holder of an option may liquidate
his position by effecting a "closing sale  transaction." This is accomplished by
selling an option of the same series as the option previously  purchased.  There
is no  guarantee  that a Fund  will be able to effect a  closing  purchase  or a
closing sale  transaction  at any  particular  time.  Also, an  over-the-counter
option may be closed out only with the other party to the option transaction.

         Effecting a closing  transaction  in the case of a written  call option
will permit the Fund to write  another  call option on the  underlying  security
with either a different  exercise  price or  expiration  date or both, or in the
case of a written put option will permit the Fund to write another put option to
the extent that the exercise  price thereof is secured by deposited cash or high
grade debt obligations.  Also,  effecting a closing  transaction will permit the
cash or  proceeds  from the  concurrent  sale of any  securities  subject to the
option to be used for other  Fund  investments.  If the Fund  desires  to sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing  transaction  prior to or concurrent  with the sale of the
security.

         A Fund will realize a profit from a closing transaction if the price of
the transaction is less than the premium  received from writing the option or is
more than the premium paid to purchase the option;  the Fund will realize a loss
from a  closing  transaction  if the price of the  transaction  is more than the
premium  received  from  writing the option or is less than the premium  paid to
purchase the option. Because increases in the market price of a call option will
generally  reflect  increases in the market price of the underlying  security or
index of securities,  any loss resulting from the repurchase of a call option is
likely  to be  offset  in whole  or in part by  appreciation  of the  underlying
security or securities owned by the Fund.

         A Fund may write options in connection with buy-and-write transactions;
that is, a Fund may  purchase a security  and then write a call  option  against
that security.  The exercise price of the call the Fund determines to write will
depend upon the expected price movement of the underlying security. The exercise
price of a call option may be below ("in-the-money"),  equal to ("at-the-money")
or above  ("out-of-the-money")  the current value of the underlying  security at
the time the option is written.  Buy-and-write  transactions  using in-the-money
call  options may be used when it is expected  that the price of the  underlying
security  will  remain  flat or decline  moderately  during  the option  period.
Buy-and-write  transactions  using at-the-money call options may be used when it
is expected  that the price of the  underlying  security  will  remain  fixed or
advance  moderately during the option period.  Buy-and-write  transactions using
out-of-the-money  call options may be used when it is expected that the premiums
received from writing the call option plus the  appreciation in the market price
of the  underlying  security up to the  exercise  price will be greater than the
appreciation in the price of the underlying  security alone. If the call options
are exercised in such transactions,  the Fund's maximum gain will be the premium
received  by it for  writing  the  option,  adjusted  upward or  downward by the
difference  between the Fund's  purchase  price of the security and the exercise
price. If the options are not exercised and the price of the underlying security
declines, the amount of such decline will be offset in part, or entirely, by the
premium received.

         The writing of covered  put options is similar in terms of  risk/return
characteristics  to  buy-and-write  transactions.  If the  market  price  of the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option will expire  worthless and the Fund's gain will be limited to the premium
received.  If the market price of the underlying  security declines or otherwise
is below the  exercise  price,  the Fund may elect to close the position or take
delivery of the security at the exercise price. In that event, the Fund's return
will be the premium  received  from the put option minus the cost of closing the
position  or, if it  chooses  to take  delivery  of the  security,  the  premium
received  from the put option  minus the amount by which the market price of the
security  is  below  the  exercise  price.  Out-of-the-money,  at-the-money  and
in-the-money  put  options  may be  used  by the  Fund  in  market  environments
analogous to those in which call options are used in buy-and-write transactions.

         The extent to which a Fund will be able to write and purchase  call and
put options may be restricted by the Fund's  intention to qualify as a regulated
investment company under the Internal Revenue Code.

         FUTURES. A financial futures contract sale creates an obligation by the
seller to deliver the type of financial instrument called for in the contract in
a specified  delivery  month for a stated price.  A financial  futures  contract
purchase  creates an obligation by the purchaser to pay for and take delivery of
the type of  financial  instrument  called for in the  contract  in a  specified
delivery  month,  at a stated  price.  In some cases,  the specific  instruments
delivered or taken, respectively, at settlement date are not determined until on
or near that date. The determination is made in accordance with the rules of the
exchange on which the futures  contract sale or purchase was made.  Some futures
contracts are "cash settled"  (rather than  "physically  settled",  as described
above) which means that the purchase price is subtracted from the current market
value of the instrument and the net amount if positive is paid to the purchaser,
and if negative is paid by the  purchaser.  Futures  contracts are traded in the
United  States  only on  commodity  exchanges  or  boards  of  trade -- known as
"contract markets" -- approved for such trading by the Commodity Futures Trading
Commission ("CFTC"),  and must be executed through a futures commission merchant
or brokerage firm which is a member of the relevant contract market.  Under U.S.
law, futures contracts on individual  equity  securities are not permitted.  See
Appendix  A,  "Risks and  Limitations  of  Options,  Futures and Swaps" for more
information concerning these practices and their accompanying risks.

         The purchase or sale of a futures contract differs from the purchase or
sale of a security  or option in that no price or  premium is paid or  received.
Instead, an amount of cash or U.S. Government securities generally not exceeding
5% of the face amount of the futures contract must be deposited with the broker.
This  amount is known as initial  margin.  Subsequent  payments  to and from the
broker, known as variation margin, are made on a daily basis as the price of the
underlying  futures contract  fluctuates  making the long and short positions in
the  futures  contract  more or less  valuable,  a process  known as "marking to
market." Prior to the settlement date of the futures contract,  the position may
be closed out by taking an opposite position which will operate to terminate the
position in the futures contract.  A final  determination of variation margin is
then made,  additional cash is required to be paid to or released by the broker,
and the purchaser realizes a loss or gain. In addition,  a commission is paid on
each completed purchase and sale transaction.

         In most cases futures  contracts  are closed out before the  settlement
date  without the making or taking of delivery.  Closing out a futures  contract
sale is effected by purchasing a futures  contract for the same aggregate amount
of the specific type of financial  instrument or commodity and the same delivery
date. If the price of the initial sale of the futures contract exceeds the price
of the  offsetting  purchase,  the seller is paid the  difference and realizes a
gain.  Conversely,  if the price of the offsetting purchase exceeds the price of
the initial sale, the seller  realizes a loss.  Similarly,  the closing out of a
futures contract  purchase is effected by the purchaser  entering into a futures
contract  sale. If the  offsetting  sale price exceeds the purchase  price,  the
purchaser realizes a gain, and if the purchase price exceeds the offsetting sale
price, a loss will be realized.

         The ability to establish  and close out positions on options on futures
will be subject to the development and maintenance of a liquid secondary market.
It is not certain that this market will develop or be maintained.

         INDEX FUTURES.  Each of the Funds (except the  Short-Term  Income Fund)
may purchase futures contracts on various  securities indices ("Index Futures").
Each of the  Domestic  Equity Funds may  purchase  Index  Futures on the S&P 500
("S&P 500 Index  Futures")  and on such  other  domestic  stock  indices  as the
Manager may deem  appropriate.  The Japan Fund may purchase Index Futures on the
Nikkei 225 Stock Average and on the Tokyo Stock Price Index ("TOPIX")  (together
with Nikkei 225 futures contracts,  "Japanese Index Futures"). The International
Core Fund,  Currency Hedged  International  Core Fund, the Global Core Fund, the
International  Small  Companies  Fund  and the  Emerging  Markets  Fund may each
purchase Index Futures on foreign stock indices, including those which may trade
outside the United States.  The Domestic Bond Fund, the International Bond Fund,
the Currency Hedged  International Bond Fund, the Global Bond Fund, the Emerging
Country  Debt Fund and the Core  Emerging  Country  Debt Fund may each  purchase
Index  Futures on domestic and (except for the Domestic Bond Fund) foreign fixed
income  securities  indices,  including those which may trade outside the United
States.  A Fund's purchase and sale of Index Futures is limited to contracts and
exchanges which have been approved by the CFTC.

     An Index Future may call for "physical  delivery" or be "cash settled."
An Index  Future  that  calls for  physical  delivery  is a  contract  to buy an
integral  number  of units of the  particular  securities  index at a  specified
future  date at a price  agreed upon when the  contract  is made.  A unit is the
value from time to time of the relevant  index.  While a Fund that  purchases an
Index  Future  that calls for  physical  delivery is  obligated  to pay the face
amount on the stated  date,  such an Index Future may be closed out on that date
or any  earlier  date by selling an Index  Future  with the same face amount and
contract date. This will terminate the Fund's position and the Fund will realize
a profit or a loss based on the  difference  between the cost of purchasing  the
original  Index Future and the price  obtained  from  selling the closing  Index
Future.  The  amount of the  profit or loss is  determined  by the change in the
value of the relevant index while the Index Future was held.

         Index  Futures  that are  "cash  settled"  provide  by their  terms for
settlement  on a net basis  reflecting  changes  in the value of the  underlying
index. Thus, the purchaser of such an Index Future is never obligated to pay the
face  amount of the  contract.  The net payment  obligation  may in fact be very
small in relation to the face amount.

         The use of Index  Futures  involves  risk.  See  Appendix A, "Risks and
Limitations of Options, Futures and Swaps" for a more detailed discussion of the
limits, conditions and risks of the Funds' investment in futures contracts.

         INTEREST RATE FUTURES. For the purposes previously described, the Fixed
Income Funds (other than the Short-Term  Income Fund) may engage in a variety of
transactions  involving  the use of  futures  with  respect  to U.S.  Government
Securities and other fixed income  securities.  The use of interest rate futures
involves  risk. See Appendix A, "Risks and  Limitations of Options,  Futures and
Swaps" for a more detailed discussion of the limits, conditions and risks of the
Fund's investment in futures contracts.

         OPTIONS ON FUTURES  CONTRACTS.  Options on futures  contracts  give the
purchaser  the right in return for the  premium  paid to assume a position  in a
futures  contract at the specified  option exercise price at any time during the
period of the  option.  Funds may use  options on futures  contracts  in lieu of
writing or buying options  directly on the  underlying  securities or purchasing
and selling the underlying  futures contracts.  For example,  to hedge against a
possible decrease in the value of its portfolio securities,  a Fund may purchase
put  options or write call  options on futures  contracts  rather  than  selling
futures  contracts.  Similarly,  a Fund may  purchase  call options or write put
options  on  futures  contracts  as a  substitute  for the  purchase  of futures
contracts to hedge against a possible  increase in the price of securities which
the Fund expects to purchase.  Such options generally operate in the same manner
as options  purchased or written  directly on the  underlying  investments.  See
"Descriptions   and  Risks  of  Fund  Investment   Practices--Foreign   Currency
Transactions"  for a  description  of the  Funds'  use of  options  on  currency
futures.

USES OF OPTIONS, FUTURES AND OPTIONS ON FUTURES

         RISK MANAGEMENT.  When futures and options on futures are used for risk
management,  a Fund will  generally  take long  positions  (e.g.,  purchase call
options,  futures  contracts or options thereon) in order to increase the Fund's
exposure  to a  particular  market,  market  segment  or foreign  currency.  For
example,  if a Fixed  Income Fund wants to increase its exposure to a particular
fixed income security,  the Fund may take long positions in futures contracts on
that security.  Likewise,  if an Equity Fund holds a portfolio of stocks with an
average  volatility  (beta) lower than that of the Fund's  benchmark  securities
index as a whole  (deemed to be 1.00),  the Fund may purchase  Index  Futures to
increase its average  volatility  to 1.00. In the case of futures and options on
futures,  a Fund is only required to deposit the initial and variation margin as
required by relevant  CFTC  regulations  and the rules of the contract  markets.
Because the Fund will then be  obligated  to purchase the security or index at a
set price on a future date,  the Fund's net asset value will  fluctuate with the
value of the  security as if it were already  included in the Fund's  portfolio.
Risk management transactions have the effect of providing a degree of investment
leverage, particularly when the Fund does not segregate assets equal to the face
amount of the contract  (i.e.,  in cash  settled  futures  contracts)  since the
futures  contract (and related  options) will increase or decrease in value at a
rate which is a multiple of the rate of increase or decrease in the value of the
initial and variable  margin that the Fund is required to deposit.  As a result,
the value of the Fund's portfolio will generally be more volatile than the value
of comparable portfolios which do not engage in risk management transactions.  A
Fund will not,  however,  use futures  and options on futures to obtain  greater
volatility  than it could obtain through direct  investment in securities;  that
is, a Fund will not normally  engage in risk  management to increase the average
volatility  (beta) of that Fund's  portfolio  above 1.00,  the level of risk (as
measured by volatility) that would be present if the Fund were fully invested in
the securities  comprising  the relevant  index.  However,  a Fund may invest in
futures and options on futures  without  regard to this  limitation  if the face
value of such  investments,  when aggregated with the Index Futures equity swaps
and contracts for differences as described below does not exceed 10% of a Fund's
assets.

         HEDGING. To the extent indicated elsewhere,  a Fund may also enter into
options,  futures  contracts and buy and sell options  thereon for hedging.  For
example, if a Fund wants to hedge certain of its fixed income securities against
a  decline  in value  resulting  from a  general  increase  in  market  rates of
interest,  it  might  sell  futures  contracts  with  respect  to  fixed  income
securities  or indices of fixed income  securities.  If the hedge is  effective,
then should the anticipated  change in market rates cause a decline in the value
of the Fund's fixed income  security,  the value of the futures  contract should
increase.  Likewise,  the Equity Funds may sell equity  index  futures if a Fund
wants to hedge its equity  securities  against a general decline in the relevant
equity market(s). The Funds may also use futures contracts in anticipatory hedge
transactions  by taking a long position in a futures  contract with respect to a
security,  index or foreign  currency  that a Fund intends to purchase (or whose
value is  expected  to  correlate  closely  with the  security or currency to be
purchased)  pending  receipt  of cash from  other  transactions  (including  the
proceeds  from this  offering) to be used for the actual  purchase.  Then if the
cost of the security or foreign  currency to be purchased by the Fund  increases
and if the  anticipatory  hedge is  effective,  that  increased  cost  should be
offset,  at least in part,  by the value of the  futures  contract.  Options  on
futures contracts may be used for hedging as well. For example,  if the value of
a fixed-income security in a Fund's portfolio is expected to decline as a result
of an  increase  in rates,  the Fund might  purchase  put  options or write call
options on futures contracts rather than selling futures  contracts.  Similarly,
for  anticipatory  hedging,  the Fund may  purchase  call  options  or write put
options as a substitute for the purchase of futures contracts. See "Descriptions
and Risks of Fund Investment  Practices--Foreign Currency Transactions" for more
information regarding the currency hedging practices of certain Funds.

         INVESTMENT PURPOSES. To the extent indicated elsewhere, a Fund may also
enter into futures  contracts and buy and sell options  thereon for  investment.
For example,  a Fund may invest in futures when its Manager  believes that there
are not enough  attractive  securities  available to maintain  the  standards of
diversity and liquidity set for a Fund pending  investment in such securities if
or when  they do become  available.  Through  this use of  futures  and  related
options,  a Fund may  diversify  risk in its  portfolio  without  incurring  the
substantial  brokerage  costs which may be  associated  with  investment  in the
securities  of  multiple  issuers.  This  use may  also  permit  a Fund to avoid
potential  market  and  liquidity  problems  (e.g.,  driving  up the  price of a
security by  purchasing additional  shares of a portfolio  security or owning so
much of a particular  issuer's stock that the sale of such stock  depresses that
stock's price) which may result from increases in positions  already held by the
Fund.

         When any Fund  purchases  futures  contracts  for  investment,  it will
maintain cash, U.S.  Government  securities or other high grade debt obligations
in a segregated account with its custodian in an amount which, together with the
initial and variation margin deposited on the futures contracts, is equal to the
face value of the futures contracts at all times while the futures contracts are
held.

         Incidental  to other  transactions  in  fixed  income  securities,  for
investment  purposes a Fund may also  combine  futures  contracts  or options on
fixed income  securities with cash,  cash equivalent  investments or other fixed
income securities in order to create "synthetic" bonds which approximate desired
risk and  return  profiles.  This may be done where a  "non-synthetic"  security
having the desired risk/return  profile either is unavailable (e.g.,  short-term
securities   of  certain   foreign   governments)   or   possesses   undesirable
characteristics  (e.g.,  interest  payments on the security  would be subject to
foreign  withholding  taxes).  A Fund may also purchase forward foreign exchange
contracts in  conjunction  with U.S.  dollar-denominated  securities in order to
create a synthetic  foreign  currency  denominated  security which  approximates
desired  risk and  return  characteristics  where the  non-synthetic  securities
either   are  not   available   in  foreign   markets  or  possess   undesirable
characteristics.  For greater detail, see "Foreign Currency Transactions" below.
When a Fund creates a "synthetic" bond with a futures contract, it will maintain
cash,  U.S.  Government  securities  or other high grade debt  obligations  in a
segregated  account with its  custodian  with a value at least equal to the face
amount of the  futures  contract  (less the amount of any  initial or  variation
margin on deposit).

         SYNTHETIC  SALES AND PURCHASES.  Futures  contracts may also be used to
reduce  transaction  costs associated with short-term  restructuring of a Fund's
portfolio.  For example, if a Fund's portfolio includes stocks of companies with
medium-sized equity capitalization (e.g., between $300 million and $5.2 billion)
and,  in the  opinion of the  Manager,  such  stocks are likely to  underperform
larger  capitalization   stocks,  the  Fund  might  sell  some  or  all  of  its
mid-capitalization stocks, buy large capitalization stocks with the proceeds and
then,  when the  expected  trend had played out,  sell the large  capitalization
stocks and repurchase the  mid-capitalization  stocks with the proceeds.  In the
alternative,  the Fund may use futures to achieve a similar  result with reduced
transaction costs. In that case, the Fund might  simultaneously enter into short
futures  positions on an appropriate index (e.g., the S&P Mid Cap 400 Index) (to
synthetically  "sell"  the  stocks in the Fund) and long  futures  positions  on
another   index  (e.g.,   the  S&P  500)  (to   synthetically   buy  the  larger
capitalization  stocks).  When the expected trend has played out, the Fund would
then  close out both  futures  contract  positions.  A Fund will only enter into
these  combined  positions  if (1) the short  position  (adjusted  for  historic
volatility)  operates as a hedge of existing  portfolio  holdings,  (2) the face
amount of the long  futures  position  is less than or equal to the value of the
portfolio  securities  that the Fund would like to dispose of, (3) the  contract
settlement date for the short futures position is approximately the same as that
for the long  futures  position and (4) the Fund  segregates  an amount of cash,
U.S. Government  securities and other high-quality debt obligations whose value,
marked-to-market daily, is equal to the Fund's current obligations in respect of
the long futures contract positions. If a Fund uses such combined short and long
positions,  in  addition to  possible  declines in the values of its  investment
securities,  the Fund may also suffer losses  associated with a securities index
underlying  the long  futures  position  underperforming  the  securities  index
underlying  the short  futures  position.  However,  the Manager will enter into
these combined  positions only if the Manager  expects that,  overall,  the Fund
will perform as if it had sold the  securities  hedged by the short position and
purchased the securities underlying the long position. A Fund may also use swaps
and options on futures to achieve the same objective. For more information,  see
Appendix  A,  "Risks and  Limitations  of  Options,  Futures  and  Swaps".

SWAP CONTRACTS AND OTHER TWO-PARTY CONTRACTS

         As has been  described  in the  "Investment  Objectives  and  Policies"
section  above,  many of the Funds may use swap  contracts  and other  two-party
contracts for the same or similar purposes as they may use options,  futures and
related  options.  The use of  swap  contracts  and  other  two-party  contracts
involves  risk. See Appendix A, "Risks and  Limitations of Options,  Futures and
Swaps" for a more detailed discussion of the limits, conditions and risks of the
Funds' investments in swaps and other two-party contracts.

         SWAP CONTRACTS.  Swap agreements are two-party  contracts  entered into
primarily by  institutional  investors  for periods  ranging from a few weeks to
more than one year.  In a standard  "swap"  transaction,  two  parties  agree to
exchange returns (or  differentials in rates of return)  calculated with respect
to a "notional amount," e.g., the return on or increase in value of a particular
dollar amount  invested at a particular  interest rate, in a particular  foreign
currency, or in a "basket" of securities representing a particular index. A Fund
will usually enter into swaps on a net basis,  i.e.,  the two returns are netted
out, with the Fund receiving or paying,  as the case may be, only the net amount
of the two returns.

         INTEREST RATE AND CURRENCY SWAP CONTRACTS.  Interest rate swaps involve
the  exchange  of the two  parties'  respective  commitments  to pay or  receive
interest on a notional  principal  amount  (e.g.,  an exchange of floating  rate
payments for fixed rate  payments).  Currency  swaps involve the exchange of the
two parties' respective  commitments to pay or receive fluctuations with respect
to a notional amount of two different  currencies (e.g., an exchange of payments
with respect to  fluctuations  in the value of the U.S.  dollar  relative to the
Japanese yen).

         EQUITY SWAP CONTRACTS AND CONTRACTS FOR DIFFERENCES. As described under
"Investment  Objectives  and  Policies --  International  Equity Funds -- Global
Hedged Equity Fund",  equity swap contracts  involve the exchange of one party's
obligation  to pay the loss,  if any,  with  respect to a  notional  amount of a
particular equity index (e.g., the S&P 500 Index) plus interest on such notional
amount at a  designated  rate  (e.g.,  the London  Inter-Bank  Offered  Rate) in
exchange for the other party's  obligation to pay the gain, if any, with respect
to the notional amount of such index.

         If a Fund enters into a long equity swap contract, the Fund's net asset
value will  fluctuate as a result of changes in the value of the equity index on
which the equity swap is based as if it had  purchased  the  notional  amount of
securities  comprising  the  index.  The  Funds  will not use long  equity  swap
contracts  to obtain  greater  volatility  than it could obtain  through  direct
investment in securities; that is, a Fund will not normally enter an equity swap
contract to increase the volatility  (beta) of the Fund's  portfolio  above 1.00
[if the Fund were fully  invested],  the volatility that would be present in the
stocks comprising the Fund's benchheld Index. However, a Fund may invest in long
equity swap contracts  without regard to this  limitation if the notional amount
of such  equity  swap  contracts,  when  aggregated  with the Index  Futures  as
described above and the contracts for differences as described  below,  does not
exceed 10% of a Fund's net assets.

         Contracts for  differences  are swap  arrangements  in which a Fund may
agree  with a  counterparty  that  its  return  (or  loss)  will be based on the
relative  performance of two different groups or "baskets" of securities.  As to
one of the  baskets,  the Fund's  return is based on  theoretical  long  futures
positions in the securities comprising that basket (with an aggregate face value
equal to the  notional  amount of the contract  for  differences)  and as to the
other basket,  the Fund's return is based on theoretical short futures positions
in the securities  comprising the basket.  The Fund may also use actual long and
short futures positions to achieve the same market  exposure(s) as contracts for
differences.  The Funds will only enter into  contracts  for  differences  where
payment obligations of the two legs of the contract are netted and thus based on
changes in the relative  value of the baskets of  securities  rather than on the
aggregate  change in the value of the two legs.  The Funds  will only enter into
contracts for  differences  (and analogous  futures  positions) when the Manager
believes that the basket of securities constituting the long leg will outperform
the basket  constituting the short leg.  However,  it is possible that the short
basket will  outperform the long basket - resulting in a loss to the Fund,  even
in  circumstances  where  the  securities  in both the long  and  short  baskets
appreciate in value.

         Except for  instances  in which a Fund elects to obtain  leverage up to
the 10% limitation  mentioned above, a Fund will maintain cash, U.S.  Government
securities or other high grade debt obligations in a segregated account with its
custodian in an amount equal to the aggregate of net payment  obligations on its
swap contracts and contracts for differences, marked to market daily.

         A Fund may enter into swaps and contracts for  differences for hedging,
investment and risk management.  When using swaps for hedging,  a Fund may enter
into an interest rate, currency or equity swap, as the case may be, on either an
asset-based  or  liability-based  basis,  depending on whether it is hedging its
assets or its liabilities. For risk management or investment purposes a Fund may
also enter into a contract for  differences in which the notional  amount of the
theoretical long position is greater than the notional amount of the theoretical
short  position.  A Fund will not normally enter into a contract for differences
to increase the volatility (beta) of the Fund's portfolio above 1.00. However, a
Fund may invest in contracts for  differences  without regard to this limitation
if the  aggregate  amount  by  which  the  theoretical  long  positions  of such
contracts  exceed  the  theoretical  short  positions  of  such  contacts,  when
aggregated with the Index Futures and equity swaps contracts as described above,
does not exceed 10% of a Fund's net assets.

         INTEREST RATE CAPS, FLOORS AND COLLARS. The Funds may use interest rate
caps,  floors and collars for the same purposes or similar purposes as for which
they use interest  rate futures  contracts  and related  options.  Interest rate
caps, floors and collars are similar to interest rate swap contracts because the
payment  obligations  are measured by changes in interest  rates as applied to a
notional  amount and because they are  individually  negotiated  with a specific
counterparty.  The purchase of an interest rate cap entitles the  purchaser,  to
the extent that a specific  index exceeds a specified  interest rate, to receive
payments of interest on a notional  principal  amount from the party selling the
interest  rate  cap.  The  purchase  of an  interest  rate  floor  entitles  the
purchaser,  to the extent that a specified index falls below specified  interest
rates, to receive  payments of interest on a notional  principal amount from the
party selling the interest  rate floor.  The purchase of an interest rate collar
entitles the  purchaser,  to the extent that a specified  index exceeds or falls
below two  specified  interest  rates,  to receive  payments  of  interest  on a
notional  principal  amount from the party  selling the  interest  rate  collar.
Except when using such  contracts for risk  management,  each Fund will maintain
cash,  U.S.  Government  securities  or other high grade debt  obligations  in a
segregated  account  with its  custodian  in an  amount  at  least  equal to its
obligations, if any, under interest rate cap, floor and collar arrangements.  As
with futures  contracts,  when a Fund uses  notional  amount  contracts for risk
management  it is only  required to  segregate  assets  equal to its net payment
obligation,  not the  notional  amount  of the  contract.  In those  cases,  the
notional  amount  contract  will  have the  effect  of  providing  a  degree  of
investment  leverage  similar to the  leverage  associated  with  non-segregated
futures contracts.  The Funds' use of interest rate caps, floors and collars for
the same or similar  purposes as those for which they use futures  contracts and
related  options  present  the same  risks and  similar  opportunities  to those
associated  with  futures  and related  options.  For a  description  of certain
limitations  on the Funds' use of caps,  floors and  collars,  see  Appendix  A,
"Risks and  Limitations of Options,  Futures and Swaps -- Additional  Regulatory
Limitations on the Use of Futures,  Related Options,  Interest Rate Floors, Caps
and Collars and Interest Rate and Currency Swap Contracts". Because caps, floors
and collars are recent innovations for which standardized  documentation has not
yet  been  developed  they  are  deemed  by the  SEC to be  relatively  illiquid
investments  which are subject to a Fund's  limitation on investment in illiquid
securities. See "Descriptions and Risks of Fund Investment Practices -- Illiquid
Securities".

FOREIGN CURRENCY TRANSACTIONS

          To the  extent  each of the  International  Funds and the  Fundamental
Value  Fund is  invested  in  foreign  securities,  it may  buy or sell  foreign
currencies or may deal in forward foreign currency contracts,  that is, agree to
buy or sell a specified  currency at a specified  price and future  date.  These
Funds may use  forward  contracts  for  hedging,  investment  or  currency  risk
management.

         These Funds may enter into forward  contracts  for hedging  under three
circumstances.  First,  when a Fund enters into a contract  for the  purchase or
sale of a security denominated in a foreign currency, it may desire to "lock in"
the U.S. dollar price of the security.  By entering into a forward  contract for
the purchase or sale,  for a fixed  amount of dollars,  of the amount of foreign
currency involved in the underlying security transaction,  the Fund will be able
to protect  itself  against a possible loss  resulting from an adverse change in
the relationship between the U.S. dollar and the subject foreign currency during
the period  between the date on which the  security is purchased or sold and the
date on which payment is made or received.

         Second,  when the  Manager of a Fund  believes  that the  currency of a
particular  foreign  country may suffer a substantial  decline  against the U.S.
dollar,  it may enter into a forward  contract  to sell,  for a fixed  amount of
dollars,  the amount of foreign currency  approximating the value of some or all
of the  Fund's  portfolio  securities  denominated  in  such  foreign  currency.
Maintaining  a match between the forward  contract  amounts and the value of the
securities  involved  will not  generally be possible  since the future value of
such  securities in foreign  currencies  will change as a consequence  of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures.

         Third,  the Funds may engage in currency  "cross  hedging" when, in the
opinion of the Manager,  the historical  relationship  among foreign  currencies
suggests that the Funds may achieve the same  protection for a foreign  security
at reduced cost through the use of a forward foreign currency  contract relating
to a currency  other than the U.S.  dollar or the foreign  currency in which the
security is denominated.  By engaging in cross hedging  transactions,  the Funds
assume the risk of imperfect  correlation between the subject currencies.  These
practices  may  present  risks  different  from  or in  addition  to  the  risks
associated with  investments in foreign  currencies.  See Appendix A, "Risks and
Limitations of Options, Futures and Swaps".

         A Fund is not required to enter into hedging  transactions  with regard
to its foreign currency-denominated  securities and will not do so unless deemed
appropriate by the Manager. By entering into the above hedging transactions, the
Funds may be required  to forego the  benefits  of  advantageous  changes in the
exchange rates.

         Each of the International Funds may also enter foreign currency forward
contracts for investment and currency risk management. When a Fund uses currency
instruments  for such purposes,  the foreign  currency  exposure of the Fund may
differ  substantially  from  the  currencies  in  which  the  Fund's  investment
securities  are  denominated.  However,  a  Fund's  aggregate  foreign  currency
exposure  will not normally  exceed 100% of the value of the Fund's  securities,
except  that  a Fund  may  use  currency  instruments  without  regard  to  this
limitation if the amount of such excess, when aggregated with futures contracts,
equity swap contracts and contracts for  differences  used in similar ways, does
not exceed 10% of a Fund's net assets. The International Bond Fund, the Currency
Hedged  International Bond Fund, the Global Bond Fund, the Emerging Country Debt
Fund and the Core  Emerging  Country  Debt Fund may each also enter into foreign
currency forward  contracts to give fixed income  securities  denominated in one
currency  (generally  the U.S.  dollar)  the  risk  characteristics  of  similar
securities  denominated in another  currency as described above under "Synthetic
Bonds" or for risk  management in a manner similar to such Funds' use of futures
contracts and related options.

         Except to the  extent  that the Funds may use such  contracts  for risk
management,  whenever a Fund enters into a foreign  currency  forward  contract,
other than a forward contract  entered into for hedging,  it will maintain cash,
U.S. Government  securities or other high grade debt obligations in a segregated
account with its custodian  with a value,  marked to market daily,  equal to the
amount of the currency  required to be delivered.  A Fund's ability to engage in
forward contracts may be limited by tax considerations.

         A Fund may use  currency  futures  contracts  and  related  options and
options on currencies for the same reasons for which they use currency forwards.
Except to the  extent  that the  Funds may use  futures  contracts  and  related
options for risk  management,  a Fund will,  so long as it is  obligated  as the
writer of a call  option on  currency  futures,  own on a  contract-for-contract
basis an equal long position in currency  futures with the same delivery date or
a call option on  currency  futures  with the  difference,  if any,  between the
market  value  of the  call  written  and the  market  value of the call or long
currency  futures  purchased  maintained  by the Fund in cash,  U.S.  Government
securities or other high grade debt obligations in a segregated account with its
custodian.  If at the close of business on any day the market  value of the call
purchased  by a Fund falls below 100% of the market value of the call written by
the Fund, the Fund will maintain an amount of cash, U.S.  Government  securities
or other high grade debt obligations in a segregated  account with its custodian
equal in value to the  difference.  Alternatively,  the Fund may  cover the call
option by owning  securities  denominated  in the currency with a value equal to
the face amount of the contract(s) or through  segregating with the custodian an
amount  of the  particular  foreign  currency  equal to the  amount  of  foreign
currency per futures  contract option times the number of options written by the
Fund.

REPURCHASE AGREEMENTS

         A  Fund  may  enter   into   repurchase   agreements   with  banks  and
broker-dealers  by which the Fund acquires a security  (usually an obligation of
the  Government  where the  transaction  is initiated  or in whose  currency the
agreement is denominated) for a relatively short period (usually not more than a
week)  for cash and  obtains  a  simultaneous  commitment  from  the  seller  to
repurchase  the security at an agreed-on  price and date. The resale price is in
excess  of the  acquisition  price  and  reflects  an  agreed-upon  market  rate
unrelated to the coupon rate on the purchased security. Such transactions afford
an opportunity for the Fund to earn a return on temporarily available cash at no
market  risk,  although  there is a risk  that the  seller  may  default  in its
obligation to pay the agreed-upon sum on the redelivery date. Such a default may
subject the relevant Fund to expenses, delays and risks of loss.

DEBT AND OTHER FIXED INCOME SECURITIES GENERALLY

         Debt and Other Fixed Income Securities  include fixed income securities
of any  maturity,  although,  under  normal  circumstances,  a Fixed Income Fund
(other than the  Short-Term  Income  Fund) will only invest in a security if, at
the time of such investment,  at least 65% of its total assets will be comprised
of bonds,  as defined  in  "Investment  Objectives  and  Policies--Fixed  Income
Funds--Additional  Fixed Income Fund Investment  Practices" above.  Fixed income
securities  pay a specified  rate of interest  or  dividends,  or a rate that is
adjusted periodically by reference to some specified index or market rate. Fixed
income securities include securities issued by federal, state, local and foreign
governments and related agencies, and by a wide range of private issuers.

         Fixed income  securities are subject to market and credit risk.  Market
risk relates to changes in a security's value as a result of changes in interest
rates generally. In general, the values of fixed income securities increase when
prevailing  interest  rates fall and decrease when interest  rates rise.  Credit
risk  relates to the  ability of the issuer to make  payments of  principal  and
interest.  Fixed income  securities  denominated in foreign  currencies are also
subject to the risk of a decline in the value of the denominating currency.

         Because  interest  rates vary,  it is  impossible to predict the future
income of a Fund investing in such securities.  The net asset value of each such
Fund's shares will vary as a result of changes in the value of the securities in
its  portfolio  and will be affected by the  absence  and/or  success of hedging
strategies.

TEMPORARY HIGH QUALITY CASH ITEMS

         Each  of  the  Domestic  Equity  and  International  Equity  Funds  may
temporarily  invest a portion of its assets in cash or cash items  pending other
investments or in connection with the maintenance of a segregated account. These
cash  items must be of high  quality  and may  include a number of money  market
instruments  such as  securities  issued by the  United  States  government  and
agencies thereof, bankers' acceptances,  commercial paper, and bank certificates
of deposit.  By investing  only in high quality  money market  securities a Fund
will  seek to  minimize  credit  risk  with  respect  to such  investments.  The
Short-Term  Income  Fund may  make  many of the same  investments,  although  it
imposes less strict restrictions concerning the quality of such investments. See
"Investment  Objectives and Policies -- Fixed Income Funds -- Short-Term  Income
Fund" for a general description of various types of money market instruments.

U.S. GOVERNMENT SECURITIES AND FOREIGN GOVERNMENT SECURITIES

         U.S.  Government  Securities include securities issued or guaranteed by
the U.S. Government or its authorities,  agencies or instrumentalities.  Foreign
Government  Securities  include  securities  issued  or  guaranteed  by  foreign
governments (including political subdivisions) or their authorities, agencies or
instrumentalities or by supra-national  agencies. U.S. Government Securities and
Foreign Government  Securities have different kinds of government  support.  For
example,  some U.S.  Government  Securities,  such as U.S.  Treasury bonds,  are
supported  by the full faith and credit of the United  States,  whereas  certain
other U.S.  Government  Securities  issued or guaranteed by federal  agencies or
government-sponsored  enterprises are not supported by the full faith and credit
of  the  United  States.  Similarly,  some  Foreign  Government  Securities  are
supported  by the full  faith and  credit of a foreign  national  government  or
political  subdivision  and  some are not.  In the  case of  certain  countries,
Foreign  Government  Securities may involve  varying degrees of credit risk as a
result of financial or political  instability in such countries and the possible
inability of a Fund to enforce its rights against the foreign government issuer.

         Supra-national  agencies are agencies whose member nations make capital
contributions to support the agencies' activities,  and include such entities as
the International  Bank for Reconstruction and Development (the World Bank), the
Asian   Development  Bank,  the  European  Coal  and  Steel  Community  and  the
Inter-American Development Bank.

         Like other fixed income  securities,  U.S.  Government  Securities  and
Foreign Government Securities are subject to market risk and their market values
fluctuate  as  interest  rates  change.  Thus,  for  example,  the  value  of an
investment  in  a  Fund  which  holds  U.S.  Government  Securities  or  Foreign
Government  Securities may fall during times of rising interest rates. Yields on
U.S.  Government  Securities and Foreign Government  Securities tend to be lower
than those of corporate securities of comparable maturities.

         In addition to investing  directly in U.S.  Government  Securities  and
Foreign Government  Securities,  a Fund may purchase  certificates of accrual or
similar  instruments   evidencing  undivided  ownership  interests  in  interest
payments or principal  payments,  or both,  in U.S.  Government  Securities  and
Foreign  Government  Securities.  These  certificates  of  accrual  and  similar
instruments may be more volatile than other government securities.

MORTGAGE-BACKED AND OTHER ASSET-BACKED SECURITIES

         Mortgage-backed and other asset-backed  securities may be issued by the
U.S.  Government,  its  agencies or  instrumentalities,  or by  non-governmental
issuers.   Interest  and  principal  payments  (including  prepayments)  on  the
mortgages  underlying  mortgage-backed  securities  are  passed  through  to the
holders of the mortgage-backed security. Prepayments occur when the mortgagor on
an individual  mortgage  prepays the remaining  principal  before the mortgage's
scheduled  maturity  date. As a result of the  pass-through  of  prepayments  of
principal on the  underlying  mortgages,  mortgage-backed  securities  are often
subject to more rapid  prepayment of principal than their stated  maturity would
indicate.  Because the prepayment  characteristics  of the underlying  mortgages
vary,  there can be no certainty as to the predicted  yield or average life of a
particular issue of pass-through certificates. Prepayments are important because
of their  effect on the yield and price of the  securities.  During  periods  of
declining  interest rates,  such prepayments can be expected to accelerate and a
Fund would be required to reinvest the proceeds at the lower interest rates then
available.  In addition,  prepayments  of mortgages  which  underlie  securities
purchased at a premium  could result in capital  losses  because the premium may
not have been fully  amortized  at the time the  obligation  was  prepaid.  As a
result of these principal  prepayment  features,  the values of  mortgage-backed
securities  generally  fall when interest  rates rise,  but their  potential for
capital  appreciation in periods of falling interest rates is limited because of
the prepayment feature.  The mortgage-backed  securities purchased by a Fund may
include  Adjustable Rate Securities as such term is defined in "Descriptions and
Risks of Fund Investment Practices--Adjustable Rate Securities" below.

         Other  "asset-backed  securities" include securities backed by pools of
automobile loans, educational loans and credit card receivables. Mortgage-backed
and asset-backed securities of non-governmental issuers involve prepayment risks
similar to those of U.S. Government  guaranteed  mortgage-backed  securities and
also  involve  risk of loss  of  principal  if the  obligors  of the  underlying
obligations default in payment of the obligations.

         COLLATERALIZED  MORTGAGE OBLIGATIONS ("CMOS");  STRIPS AND RESIDUALS. A
CMO  is a  security  backed  by a  portfolio  of  mortgages  or  mortgage-backed
securities held under an indenture. The issuer's obligation to make interest and
principal  payments  is secured by the  underlying  portfolio  of  mortgages  or
mortgage-backed  securities. CMOs are issued in multiple classes or series which
have different maturities  representing interests in some or all of the interest
or principal on the  underlying  collateral  or a combination  thereof.  CMOs of
different classes are generally  retired in sequence as the underlying  mortgage
loans in the  mortgage  pool  are  repaid.  In the  event  of  sufficient  early
prepayments  on such  mortgages,  the  class or  series  of CMO  first to mature
generally  will be  retired  prior  to its  stated  maturity.  Thus,  the  early
retirement of a particular  class or series of CMO held by a Fund would have the
same  effect  as  the  prepayment  of  mortgages  underlying  a  mortgage-backed
pass-through security.

         CMOs include securities ("Residuals")  representing the interest in any
excess cash flow and/or the value of any  collateral  remaining  on mortgages or
mortgage-backed  securities from the payment of principal of and interest on all
other CMOs and the administrative  expenses of the issuer.  Residuals have value
only to the extent  income from such  underlying  mortgages  or  mortgage-backed
securities   exceeds  the  amounts   necessary  to  satisfy  the  issuer's  debt
obligations represented by all other outstanding CMOs.

         CMOs also  include  certificates  representing  undivided  interests in
payments of interest-only or  principal-only  ("IO/PO Strips") on the underlying
mortgages.  IO/PO Strips and Residuals tend to be more volatile than other types
of securities.  IO Strips and Residuals also involve the additional risk of loss
of a  substantial  portion  of or the  entire  value  of the  investment  if the
underlying  securities are prepaid.  In addition,  if a CMO bears interest at an
adjustable  rate, the cash flows on the related  Residual will also be extremely
sensitive to the level of the index upon which the rate  adjustments  are based.

ADJUSTABLE RATE SECURITIES

         Adjustable rate securities are securities that have interest rates that
are reset at periodic  intervals,  usually by  reference to some  interest  rate
index or  market  interest  rate.  They  may be U.S.  Government  Securities  or
securities of other issuers. Some adjustable rate securities are backed by pools
of mortgage loans.  Although the rate adjustment  feature may act as a buffer to
reduce  sharp  changes  in  the  value  of  adjustable  rate  securities,  these
securities  are still  subject to  changes  in value  based on changes in market
interest rates or changes in the issuer's creditworthiness. Because the interest
rate is reset only  periodically,  changes in the interest  rates on  adjustable
rate securities may lag changes in prevailing market interest rates.  Also, some
adjustable  rate  securities  (or, in the case of securities  backed by mortgage
loans,  the  underlying  mortgages) are subject to caps or floors that limit the
maximum  change in interest  rate during a specified  period or over the life of
the  security.  Because of the  resetting  of interest  rates,  adjustable  rate
securities  are less likely than  non-adjustable  rate  securities of comparable
quality and  maturity to increase  significantly  in value when market  interest
rates fall.

LOWER RATED SECURITIES

         Certain  Funds may  invest  some or all of their  assets in  securities
rated below  investment  grade (that is, rated below BBB by Standard & Poor's or
below Baa by  Moody's)  at the time of  purchase,  including  securities  in the
lowest  rating  categories,  and  comparable  unrated  securities  ("Lower Rated
Securities").  A Fund will not necessarily dispose of a security when its rating
is reduced  below its rating at the time of purchase,  although the Manager will
monitor the investment to determine whether continued investment in the security
will assist in meeting the Fund's investment objective.

         Lower Rated Securities generally provide higher yields, but are subject
to greater credit and market risk, than higher quality fixed income  securities.
Lower Rated Securities are considered predominantly  speculative with respect to
the ability of the issuer to meet principal and interest  payments.  Achievement
of the investment objective of a Fund investing in Lower Rated Securities may be
more dependent on the Manager's own credit analysis than is the case with higher
quality  bonds.  The  market for Lower  Rated  Securities  may be more  severely
affected than some other financial markets by economic  recession or substantial
interest rate  increases,  by changing  public  perceptions of this market or by
legislation  that  limits  the  ability  of  certain   categories  of  financial
institutions to invest in these  securities.  In addition,  the secondary market
may be less liquid for Lower Rated Securities. This reduced liquidity at certain
times may affect the values of these  securities  and may make the valuation and
sale of these  securities more difficult.  Securities of below  investment grade
quality are  commonly  referred  to as "junk  bonds."  Securities  in the lowest
rating  categories  may be in poor  standing  or in default.  Securities  in the
lowest   investment   grade   category  (BBB  or  Baa)  have  some   speculative
characteristics. See Appendix B for more information concerning commercial paper
and corporate debt ratings.

BRADY BONDS

         Brady Bonds are  securities  created  through the  exchange of existing
commercial bank loans to public and private entities in certain emerging markets
for new bonds in connection with debt restructurings  under a debt restructuring
plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the
"Brady Plan").  Brady Plan debt  restructurings have been implemented in Mexico,
Uruguay,  Venezuela,  Costa Rica, Argentina,  Nigeria, the Philippines and other
countries.

         Brady Bonds have been issued only recently,  and for that reason do not
have  a  long   payment   history.   Brady  Bonds  may  be   collateralized   or
uncollateralized,  are issued in various  currencies  (but primarily the dollar)
and   are   actively    traded   in    over-the-counter    secondary    markets.
Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or
floating-rate  bonds,  are generally  collateralized  in full as to principal by
U.S. Treasury zero coupon bonds having the same maturity as the bonds.

         Brady  Bonds  are  often  viewed  as  having  three  or four  valuation
components:  any  collateralized  repayment of principal at final maturity;  any
collateralized  interest payments;  the uncollateralized  interest payments; and
any uncollateralized  repayment of principal at maturity (these uncollateralized
amounts  constituting  the  "residual  risk").  In light of the residual risk of
Brady bonds and the history of defaults of  countries  issuing  Brady Bonds with
respect to commercial bank loans by public and private entities,  investments in
Brady Bonds may be viewed as speculative.

ZERO COUPON SECURITIES

         A Fund  investing in "zero coupon" fixed income  securities is required
to accrue  interest  income on these  securities  at a fixed  rate  based on the
initial  purchase price and the length to maturity,  but these securities do not
pay interest in cash on a current basis. Each Fund is required to distribute the
income on these  securities  to its  shareholders  as the income  accrues,  even
though that Fund is not receiving the income in cash on a current  basis.  Thus,
each  Fund may have to sell  other  investments  to obtain  cash to make  income
distributions. The market value of zero coupon securities is often more volatile
than that of non-zero coupon fixed income  securities of comparable  quality and
maturity. Zero coupon securities include IO and PO strips.

INDEXED SECURITIES

         Indexed  Securities are  securities  the  redemption  values and/or the
coupons  of  which  are  indexed  to the  prices  of a  specific  instrument  or
statistic.  Indexed securities typically, but not always, are debt securities or
deposits  whose value at maturity or coupon rate is  determined  by reference to
other  securities,  securities  indices,  currencies,  precious  metals or other
commodities,  or  other  financial  indicators.   Gold-indexed  securities,  for
example,  typically  provide for a maturity  value that  depends on the price of
gold,  resulting in a security  whose price tends to rise and fall together with
gold  prices.   Currency-indexed   securities   typically   are   short-term  to
intermediate-term  debt  securities  whose maturity values or interest rates are
determined  by  reference  to  the  values  of  one or  more  specified  foreign
currencies, and may offer higher yields than U.S. Dollar-denominated  securities
of  equivalent  issuers.   Currency-indexed  securities  may  be  positively  or
negatively  indexed;  that  is,  their  maturity  value  may  increase  when the
specified  currency  value  increases,  resulting  in a security  that  performs
similarly  to a  foreign-denominated  instrument,  or their  maturity  value may
decline when foreign  currencies  increase,  resulting in a security whose price
characteristics   are   similar   to  a  put   on   the   underlying   currency.
Currency-indexed  securities may also have prices that depend on the values of a
number of different foreign currencies relative to each other.

         The performance of indexed  securities depends to a great extent on the
performance  of the security,  currency,  or other  instrument to which they are
indexed,  and may also be  influenced  by interest  rate changes in the U.S. and
abroad.  At the same time,  indexed  securities  are subject to the credit risks
associated  with the  issuer of the  security,  and  their  values  may  decline
substantially if the issuer's creditworthiness  deteriorates.  Recent issuers of
indexed  securities  have  included  banks,   corporations,   and  certain  U.S.
government agencies.

         Indexed  securities  in which  each Fund may invest  include  so-called
"inverse  floating  obligations"  or  "residual  interest  bonds"  on which  the
interest rates  typically  decline as short-term  market interest rates increase
and increase as short-term market rates decline. Such securities have the effect
of providing a degree of investment leverage, since they will generally increase
or decrease in value in response to changes in market  interest  rates at a rate
which  is a  multiple  of the  rate at  which  fixed-rate  long-term  securities
increase or decrease in response to such changes. As a result, the market values
of such  securities  will  generally be more  volatile than the market values of
fixed rate securities.

FIRM COMMITMENTS

         A  firm   commitment   agreement  is  an  agreement   with  a  bank  or
broker-dealer  for the  purchase  of  securities  at an  agreed-upon  price on a
specified  future date. A Fund may enter into firm  commitment  agreements  with
such banks and  broker-dealers  with respect to any of the instruments  eligible
for  purchase  by  the  Fund.  A Fund  will  only  enter  into  firm  commitment
arrangements with banks and broker-dealers  which the Manager determines present
minimal credit risks. Each such Fund will maintain in a segregated  account with
its custodian cash, U.S.  Government  Securities or other liquid high grade debt
obligations in an amount equal to the Fund's  obligations  under firm commitment
agreements.

LOANS, LOAN PARTICIPATIONS AND ASSIGNMENTS

         Certain Funds may invest in direct debt instruments which are interests
in amounts owed by a corporate,  governmental,  or other  borrower to lenders or
lending  syndicates  (loans and loan  participations),  to suppliers of goods or
services (trade claims or other receivables),  or to other parties.  Direct debt
instruments  are  subject to a Fund's  policies  regarding  the  quality of debt
securities.

         Purchasers  of loans and  other  forms of  direct  indebtedness  depend
primarily upon the creditworthiness of the borrower for payment of principal and
interest.  Direct debt instruments may not be rated by any nationally recognized
rating and yield could be adversely affected. Loans that are fully secured offer
the Fund more  protections than an unsecured loan in the event of non-payment of
scheduled  interest  of  principal.  However,  there  is no  assurance  that the
liquidation  of  collateral  from a secured  loan would  satisfy the  borrower's
obligation, or that the collateral can be liquidated.  Indebtedness of borrowers
whose  creditworthiness is poor involves substantially greater risks, and may be
highly speculative.  Borrowers that are in bankruptcy or restructuring may never
pay off their indebtedness, or may pay only a small fraction of the amount owed.
Direct  indebtedness  of emerging  countries  will also  involve a risk that the
governmental  entities  responsible for the repayment of the debt may be unable,
or unwilling, to pay interest and repay principal when due.

         When investing in a loan participation,  a Fund will typically have the
right to receive payments only from the lender to the extent the lender receives
payments from the borrower,  and not from the borrower itself.  Likewise, a Fund
typically  will be able to enforce its rights only  through the lender,  and not
directly  against the borrower.  As a result, a Fund will assume the credit risk
of both the borrower and the lender that is selling the participation.

         Investments  in  loans  through   direct   assignment  of  a  financial
institution's  interests with respect to a loan may involve  additional risks to
the Fund. For example,  if a loan is foreclosed,  a Fund could become part owner
of any  collateral,  and would bear the costs and  liabilities  associated  with
owning and disposing of the  collateral.  In addition,  it is  conceivable  that
under emerging legal theories of lender  liability,  a Fund could be held liable
as a co-lender. Direct debt instruments may also involve a risk of insolvency of
the lending bank or other intermediary.  Direct debt instruments that are not in
the form of securities may offer less legal protection to a Fund in the event of
fraud or misrepresentation.  In the absence of definitive regulatory guidance, a
Fund may rely on the  Manager's  research to attempt to avoid  situations  where
fraud or misrepresentation could adversely affect the fund.

         A loan is often  administered by a bank or other financial  institution
that acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or other
indebtedness,  a Fund has direct recourse  against the borrower,  it may have to
rely on the agent to apply  appropriate  credit remedies against a borrower.  If
assets held by the agent for the benefit of a Fund were determined to be subject
to the loan or loan participation, such Fund could suffer a loss of principal or
interest.

         Direct indebtedness  purchased by a Fund may include letters of credit,
revolving credit facilities,  or other standby financing commitments  obligating
the Fund to pay additional cash on demand. These commitments may have the effect
of requiring the Fund to increase its investment in a borrower at a time when it
would not  otherwise  have done so. A Fund  will set  aside  appropriate  liquid
assets in a  segregated  custodial  account to cover its  potential  obligations
under standby financing  commitments.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL AGREEMENTS

         Certain Funds may enter into reverse  repurchase  agreements and dollar
roll  agreements with banks and brokers to enhance  return.  Reverse  repurchase
agreements  involve  sales by a Fund of portfolio  assets  concurrently  with an
agreement by the Fund to  repurchase  the same assets at a later date at a fixed
price.  During the reverse  repurchase  agreement period,  the Fund continues to
receive  principal and interest  payments on these  securities  and also has the
opportunity to earn a return on the collateral  furnished by the counterparty to
secure its obligation to redeliver the securities.

         Dollar  rolls are  transactions  in which a Fund sells  securities  for
delivery  in the  current  month  and  simultaneously  contracts  to  repurchase
substantially  similar (same type and coupon)  securities on a specified  future
date.  During the roll period,  the Fund forgoes  principal and interest paid on
the  securities.  The Fund is compensated by the difference  between the current
sales price and the forward price for the future  purchase (often referred to as
the  "drop")  as well as by the  interest  earned  on the cash  proceeds  of the
initial sale.

         A Fund which makes such investments will establish  segregated accounts
with its  custodian  in which  the Fund  will  maintain  cash,  U.S.  Government
Securities  or other  liquid high grade debt  obligations  equal in value to its
obligations  in respect  of  reverse  repurchase  agreements  and dollar  rolls.
Reverse repurchase  agreements and dollar rolls involve the risk that the market
value of the  securities  retained by a Fund may decline  below the price of the
securities the Fund has sold but is obligated to repurchase under the agreement.
In the event the buyer of  securities  under a reverse  repurchase  agreement or
dollar  roll  files for  bankruptcy  or becomes  insolvent,  a Fund's use of the
proceeds of the agreement may be restricted pending a determination by the other
party or its trustee or receiver  whether to enforce  the Fund's  obligation  to
repurchase the securities.  Reverse  repurchase  agreements and dollar rolls are
not  considered  borrowings  by a Fund  for  purposes  of a  Fund's  fundamental
investment restriction with respect to borrowings.

ILLIQUID SECURITIES

         Each Fund may purchase "illiquid  securities,"  i.e.,  securities which
may not be sold or disposed of in the ordinary  course of business  within seven
days at  approximately  the value at which the Fund has valued  the  investment,
which include  securities whose disposition is restricted by securities laws, so
long as no more  than 15% of net  assets  would  be  invested  in such  illiquid
securities.  Each Fund  currently  intends to invest in accordance  with the SEC
staff  view that  repurchase  agreements  maturing  in more than  seven days are
illiquid securities.  The SEC staff has stated informally that it is of the view
that   over-the-counter   options   and   securities   serving   as  cover   for
over-the-counter options are illiquid securities. While the Trust does not agree
with  this  view,  it will  operate  in  accordance  with  any  relevant  formal
guidelines adopted by the SEC.

         In  addition,  the SEC staff  considers  equity swap  contracts,  caps,
floors and  collars to be  illiquid  securities.  Consequently,  while the staff
maintains this position, the Fund will not enter into an equity swap contract or
a reverse  equity  swap  contract  or  purchase a cap,  floor or collar if, as a
result of the investment, the total value (i.e., marked-to-market value) of such
investments  (without regard to their notional amount) together with that of all
other  illiquid  securities  which the Fund owns would  exceed 15% of the Fund's
total assets.

                              PURCHASE OF SHARES

         Shares of each Fund may be purchased directly from the Trust on any day
when the New York Stock  Exchange is open for business (a "business  day").  The
minimum for an initial  investment in the Trust (which minimum investment may be
allocated  among one or more  Funds) is  $10,000,000,  and the  minimum for each
subsequent  investment is $250,000;  provided,  however,  that, in the Manager's
sole discretion,  smaller initial and subsequent  investments may be made if the
investor is an employee of the Manager,  or the Manager otherwise  determines it
is appropriate to permit such investments.

         The  purchase  price of a share of each Fund is (i)the net asset  value
next  determined  after a purchase  order is  received  in good order plus (ii)a
premium  established  from  time to  time  by the  Trust.  The  following  table
summarizes the maximum purchase premiums that each Fund may charge in connection
with cash investments in such Funds:
                                                                 PURCHASE
                 FUND                                             PREMIUM
                 Short-Term Income and Domestic Bond Funds          NONE
                 Currency Hedged International Bond, Value
                   Allocation, Fundamental Value, International
                   Bond and Global Bond Funds                       0.15%
                 Core, Tobacco-Free Core, Growth Allocation and
                   U.S. Sector Allocation Funds                     0.17%
                 Japan Fund and Core Emerging Country
                   Debt Fund                                        0.40%
                 Emerging Country Debt Fund                         0.50%
                 Global Hedged Equity Fund                          0.60%
                 Core II Secondaries, International Core and
                   Currency Hedged International Core Funds         0.75%
                 International Small Companies Fund                 1.25%
                 Emerging Markets Fund                              1.60%

         The  Manager  will waive the  purchase  premium  if, in the view of the
Manager,   there  are  minimal  brokerage  and  transaction  costs  incurred  in
connection with the purchase.  To the extent that shares are purchased at a time
when other  shares of the same Fund are being  redeemed,  the Manager will treat
the purchase (up to the amount being concurrently redeemed) as involving minimal
brokerage and transaction  costs and will charge any purchase  premium only with
respect to the excess,  if any, of the amount of the purchase over the amount of
the concurrent  redemption.  If there is more than one purchase at the time of a
concurrent  redemption,  each of the  purchasers  will share,  pro rata,  in the
reduction in purchase premium caused by the concurrent redemption.  Normally, no
purchase  premium is charged with respect to in-kind  purchases.  In the case of
in-kind purchases of each of the  International  Equity Funds (except the Global
Hedged Equity Fund) involving  transfers of large positions in markets where the
costs of  re-registration  and/or other transfer expenses are high, the Fund may
charge a  purchase  premium of .10%  (.20% in the case of the  Emerging  Markets
Fund).  All purchase  premiums are paid to and retained by the relevant Fund and
are  intended  to cover  brokerage  and other  expenses  of the Fund  arising in
connection with the purchase.

         Shares  of each  Fund  may be  purchased  either  (i) in  exchange  for
securities on deposit at The  Depository  Trust  Company  ("DTC") (or such other
depository  acceptable  to the  Manager),  subject to the  determination  by the
Manager that the  securities  to be exchanged  are  acceptable,  (ii) in cash or
(iii) by a combination of such  securities  and cash. In all cases,  the Manager
reserves the right to reject any particular  investment.  Securities accepted by
the  Manager  in  exchange  for Fund  shares  will be valued as set forth  under
"Determination  of Net Asset Value" (generally the last quoted sale price) as of
the time of the next determination of net asset value after such acceptance. All
dividends,  subscription or other rights which are reflected in the market price
of  accepted  securities  at the time of  valuation  become the  property of the
relevant  Fund and must be  delivered  to the Trust upon receipt by the investor
from the issuer.  A gain or loss for federal income tax purposes may be realized
by investors  subject to Federal  income  taxation upon the exchange,  depending
upon the investor's basis in the securities tendered.

         The Manager will not approve the  acceptance  of securities in exchange
for Fund shares  unless (1)the  Manager,  in its sole  discretion,  believes the
securities are appropriate  investments for the Fund; (2)the investor represents
and  agrees  that all  securities  offered  to the Fund are not  subject  to any
restrictions  upon their sale by the Fund under the  Securities  Act of 1933, or
otherwise;   and  (3)the   securities  may  be  acquired  under  the  investment
restrictions  applicable to the relevant Fund. Investors interested in purchases
through  exchange  should  telephone the Manager at (617)  330-7500,  Attention:
Shareholder Services.

         Investors  should call the offices of the Trust  before  attempting  to
place an order for Trust  shares.  The Trust  reserves  the right at any time to
reject an order.

         For purposes of  calculating  the  purchase  price of Trust  shares,  a
purchase  order is  received  by the Trust on the day that it is "in good order"
and is accepted by the Trust.

         For a purchase  order to be in "good  order" on a  particular  day, the
investor's  consideration  must be received before the relevant deadline on that
day. If the investor  makes a cash  investment,  the deadline for wiring Federal
funds to the Trust is 2:00 p.m.; if the investor  makes an  investment  in-kind,
the  investor's  securities  must be placed  on  deposit  at DTC (or such  other
depository  as is  acceptable  to the Manager) and 2:00 p.m. is the deadline for
transferring  those securities to the account  designated by the transfer agent,
Investors Bank & Trust Company, One Lincoln Plaza, Boston,  Massachusetts 02205.
Investors  should  be  aware  that  approval  of the  securities  to be used for
purchase  must be  obtained  from  the  Manager  prior  to this  time.  When the
consideration is received by the Trust after the relevant deadline, the purchase
order is not considered to be in good order and is required to be resubmitted on
the following  business  day. With the prior consent of the Manager,  in certain
circumstances  the Manager may, in its  discretion,  permit  purchases  based on
receiving adequate written  assurances that Federal Funds or securities,  as the
case may be, will be delivered to the Trust by 2:00 p.m. on the fourth  business
day after such assurances are received.

PURCHASE PROCEDURES:

         (a)  Purchase  Order Form:  The Trust  reserves the right to reject any
order for Trust shares.  Therefore,  investors must submit an application to the
Manager  and  obtain the  Manager's  acceptance  of the order  before it will be
considered "in good order." A Purchase Order Form may be obtained by calling the
Trust at (617) 330-7500, Attention:  Shareholder Services. The Order Form may be
submitted to the Manager (i) By Mail to Grantham,  Mayo,  Van Otterloo & Co., 40
Rowes Wharf,  Boston,  MA 02110;  Attention:  Shareholder  Services,  or (ii) By
Facsimile to (617) 261-0134; Attention: Shareholder Services.

         (b) Acceptance of Order:  No purchase order is in "good order" until it
has been  accepted  by the  Manager.  Investors  should call the Trust (at (617)
330-7500,  Attention:  Shareholder Services) before attempting to place an order
for  Trust  shares.  If a  Purchase  Order  Form is mailed or faxed to the Trust
without first  contacting  Shareholder  Services,  investors should not consider
their order acknowledged until they have received notification from the Trust or
have confirmed receipt of the order by contacting Shareholder Services.

         (c) Payment:  All Federal funds must be transmitted to Investors Bank &
Trust  Company  for the account of the  specific  Fund of GMO Trust as set forth
below:

Core Fund                                                     Account No. 4001
Tobacco-Free Core Fund                                        Account No. 4008
Value Allocation Fund                                         Account No. 4004
Growth Allocation Fund                                        Account No. 4002
U.S. Sector Allocation Fund                                   Account No. 4014
Core II Secondaries Fund                                      Account No. 4012
Fundamental Value Fund                                        Account No. 4009
International Core Fund                                       Account No. 4006
Currency Hedged International
  Core Fund                                                   Account No. 4028
International Small Companies Fund                            Account No. 4010
Japan Fund                                                    Account No. 4007
Emerging Markets Fund                                         Account No. 4018
Global Hedged Equity Fund                                     Account No. 4024
Domestic Bond Fund                                            Account No. 4025
Short-Term Income Fund                                        Account No. 4005
International Bond Fund                                       Account No. 4015
Currency Hedged International
  Bond Fund                                                   Account No. 4026
Global Bond Fund                                              Account No. 4029
Emerging Country Debt Fund                                    Account No. 4021
Core Emerging Country Debt Fund                               Account No. 4027

"Federal funds" are monies credited to Investors Bank & Trust Company's
account with the Federal Reserve Bank of Boston.

         DO NOT SEND CASH, CHECKS OR SECURITIES  DIRECTLY TO THE TRUST OR TO THE
MANAGER.  Wire transfer and mailing  instructions  are contained on the Purchase
Order Form which can be obtained from the Manager.

         Purchases  will be made in full  and  fractional  shares  of each  Fund
calculated to three decimal places. The Trust will send to shareholders  written
confirmation  (including  a  statement  of  shares  owned)  at the  time of each
transaction. The Manager may attempt to process orders for Trust shares that are
submitted less formally than as described above but, in such cases, the investor
should carefully review confirmations sent by the Trust to verify that the order
was  properly  executed.  The Trust and the Manager can not be  responsible  for
failure to execute orders or improperly  executing orders that are not submitted
in accordance with these procedures.

                              REDEMPTION OF SHARES

          Shares of each Fund may be redeemed on any  business day in cash or in
kind.  The  redemption  price is the net asset  value per share next  determined
after  receipt of the  redemption  request in "good  order" less any  applicable
redemption  fee. With the exception of the  redemption  fees for those Funds set
forth in the table below,  there is no redemption  fee for cash  redemptions  of
shares of any of the Funds:
                                      Redemption Fee
                                    (as a percentage of
         Fund                         amount redeemed)

Core II Secondaries Fund                    0.75%
International Small Companies Fund          0.75%
Japan Fund                                  0.70%
Emerging Markets Fund                       0.40%*
Global Hedged Equity Fund                   1.40%
Emerging Country Debt Fund                  0.25%**

* Applies  only to shares  acquired on or after June 1, 1995  (including  shares
acquired  through the  reinvestment of dividends and other  distributions  after
such date).

** Applies only to shares  acquired on or after July 1, 1995  (including  shares
acquired  through the  reinvestment of dividends and other  distributions  after
such date).

         In addition,  the Manager may waive the Redemption Fees stated above if
there are minimal  brokerage and  transaction  costs incurred in connection with
the  redemption.  To the extent  that  shares are  redeemed at a time when other
shares  of the same  Fund are  being  purchased,  the  Manager  will  treat  the
redemption (up to the amount being concurrently  purchased) as involving minimal
brokerage and  transaction  costs and will charge any  redemption  fee only with
respect to the excess,  if any, of the amount of the redemption  over the amount
of the concurrent purchase.  If there is more than one redemption at the time of
a concurrent purchase,  each of the redeeming shareholders will share, pro rata,
in the reduction in redemption fee caused by the concurrent  purchase.  There is
no redemption fee on redemptions  in-kind.  Redemption  fees will be retained by
the relevant Fund and are intended to cover  brokerage and other expenses of the
Fund arising out of redemptions.

         If the Manager  determines,  in its sole  discretion,  that it would be
detrimental  to the best  interests of the remaining  shareholders  of a Fund to
make payment wholly or partly in cash, the Fund may pay the redemption  price in
whole or in part by a  distribution  in kind of  securities  held by the Fund in
lieu of cash.  Securities  used to redeem  Fund shares in kind will be valued in
accordance  with the relevant  Fund's  procedures for valuation  described under
"Determination  of Net Asset Value."  Securities  distributed  by a Fund in kind
will be selected by the  Manager in light of the Fund's  objective  and will not
generally  represent a pro rata distribution of each security held in the Fund's
portfolio.  Any in-kind redemptions will be of readily marketable  securities to
the extent  available.  Investors may incur brokerage charges on the sale of any
such securities so received in payment of redemptions.

        Payment on  redemption  will be made as promptly as possible  and in any
event  within  seven days after the  request for  redemption  is received by the
Trust in good order.  A  redemption  request is in good order if it includes the
exact name in which shares are registered, the investor's account number and the
number of  shares or the  dollar  amount of shares to be  redeemed  and if it is
signed exactly in accordance with the form of registration.  In addition,  for a
redemption  request to be in "good  order" on a particular  day, the  investor's
request must be received by the Manager by 2:00 p.m. on a business  day.  When a
redemption  request is received after 2:00 p.m., the redemption request will not
be  considered  to be in "good order" and is required to be  resubmitted  on the
following business day. Persons acting in a fiduciary capacity,  or on behalf of
a corporation, partnership or trust must specify, in full, the capacity in which
they are acting.  The  redemption  request can be  considered  "received" by the
Trust  only  after (i) it is mailed  or faxed to the  Trust (at the  address  or
facsimile number set forth above for purchase orders), and (ii) the investor has
confirmed  receipt  of  the  request  by  calling  (617)  330-7500,   Attention:
Shareholder Services. In-kind distributions will be transferred and delivered as
directed  by the  investor.  Cash  payments  will be made by transfer of Federal
funds for payment into the investor's account.

         When opening an account with the Trust,  shareholders  will be required
to designate the account(s) to which funds or securities may be transferred upon
redemption.  Designation  of additional  accounts and any change in the accounts
originally designated must be made in writing.

         Each Fund may suspend the right of redemption and may postpone  payment
for more than seven days when the New York  Stock  Exchange  is closed for other
than weekends or holidays,  or if permitted by the rules of the  Securities  and
Exchange Commission during periods when trading on the Exchange is restricted or
during an emergency which makes it impracticable  for the Fund to dispose of its
securities  or to fairly  determine  the value of the net assets of the Fund, or
during any other period permitted by the Securities and Exchange  Commission for
the protection of investors. Because the International Funds each hold portfolio
securities  listed on foreign exchanges which may trade on days on which the New
York Stock Exchange is closed,  the net asset value of such Funds' shares may be
significantly affected on days when shareholders have no access to such Funds.

                        DETERMINATION OF NET ASSET VALUE

         Except on days during which no security is tendered for  redemption and
no order to purchase or sell such security is received by the relevant Fund, the
net asset value of a share is determined for each Fund once on each day on which
the New York  Stock  Exchange  is open as of 4:15 p.m.,  New York City Time,  by
dividing the total market value of the Fund's  portfolio  investments  and other
assets,  less any  liabilities,  by the  total  outstanding  shares of the Fund.
Portfolio securities listed on a securities exchange for which market quotations
are available are valued at the last quoted sale price on each business day, or,
if there is no such reported  sale,  at the most recent quoted bid price.  Price
information  on listed  securities is generally  taken from the closing price on
the exchange  where the security is primarily  traded.  Unlisted  securities for
which  market  quotations  are readily  available  are valued at the most recent
quoted bid price, except that debt obligations with sixty days or less remaining
until  maturity  may be  valued  at  their  amortized  cost.  Other  assets  and
securities  for which no  quotations  are readily  available  are valued at fair
value as  determined  in good faith by the  Trustees or persons  acting at their
direction.  The values of foreign  securities  quoted in foreign  currencies are
translated into U.S. dollars at current exchange rates or at such other rates as
the Trustees may determine in computing net asset value.  Debt securities with a
remaining  maturity of 60 days or less will be valued at amortized cost,  unless
circumstances  dictate  otherwise.  Circumstances may dictate  otherwise,  among
other times, when the issuer's creditworthiness has become impaired.

         Because of time zone  differences,  foreign  exchanges  and  securities
markets  will usually be closed prior to the time of the closing of the New York
Stock  Exchange  and values of foreign  options and foreign  securities  will be
determined as of the earlier  closing of such exchanges and securities  markets.
However, events affecting the values of such foreign securities may occasionally
occur between the earlier closings of such exchanges and securities  markets and
the closing of the New York Stock  Exchange  which will not be  reflected in the
computation  of the net  asset  value of the  International  Funds.  If an event
materially  affecting  the value of such foreign  securities  occurs during such
period,  then such securities will be valued at fair value as determined in good
faith by the Trustees or persons acting at their direction.

         Because foreign  securities,  options on foreign securities and foreign
futures  are quoted in  foreign  currencies,  fluctuations  in the value of such
currencies  in  relation  to the U.S.  dollar will affect the net asset value of
shares of the  International  Funds even though there has not been any change in
the values of such  securities  and  options,  measured  in terms of the foreign
currencies in which they are denominated.

                                 DISTRIBUTIONS

         Each Fund intends to pay out as dividends  substantially all of its net
investment  income (which comes from dividends and interest it receives from its
investments  and net  short-term  capital  gains).  For these  purposes  and for
federal income tax purposes, a portion of the premiums from certain expired call
or put options  written by a Fund, net gains from certain  closing  purchase and
sale  transactions  with respect to such options and a portion of net gains from
other options and futures  transactions are treated as short-term  capital gain.
Each Fund also  intends to  distribute  substantially  all of its net  long-term
capital  gains,  if any,  after  giving  effect to any  available  capital  loss
carryover.  With the exception of the  International  Funds, each Fund's present
policy  is to  declare  and pay  distributions  of its  dividends  and  interest
quarterly.  The  policy  of  each  International  Fund  is to  declare  and  pay
distributions   of  its   dividends,   interest  and  foreign   currency   gains
semi-annually. Each Fund also intends to distribute net short-term capital gains
and net long-term gains at least annually.

         All  dividends  and/or  distributions  will be paid  in  shares  of the
relevant  Fund,  at net asset value,  unless the  shareholder  elects to receive
cash.  There is no purchase  premium on reinvested  dividends or  distributions.
Shareholders  may make this  election  by  marking  the  appropriate  box on the
Purchase Order Form or by writing to the Trust.

                                     TAXES

         Each Fund is treated as a separate  taxable  entity for federal  income
tax purposes.  Each Fund intends to qualify each year as a regulated  investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended.  So
long as a Fund so qualifies,  the Fund itself will not pay federal income tax on
the amount distributed.

         Fund distributions  derived from interest,  dividends and certain other
income,  including  in  general  short-term  capital  gains,  will be taxable as
ordinary income to shareholders  subject to federal income tax whether  received
in cash or reinvested shares.  Designated distributions of any long-term capital
gains  whether  received  in cash or  reinvested  shares are  taxable as such to
shareholders subject to federal income tax, regardless of how long a shareholder
may have owned shares in the Fund. Any loss realized upon a taxable  disposition
of shares held for six months or less will be treated as long-term  capital loss
to  the  extent  of any  long-term  capital  gain  distributions  received  by a
shareholder with respect to those shares. A distribution paid to shareholders by
a Fund in  January  of a year  generally  is  deemed to have  been  received  by
shareholders  on December 31 of the  preceding  year,  if the  distribution  was
declared and payable to shareholders of record on a date in October, November or
December of that preceding  year. The Trust will provide federal tax information
annually,  including  information about dividends and distributions  paid during
the preceding year.

         The back-up  withholding  rules do not apply to tax exempt  entities so
long as each such entity furnishes the Trust with an appropriate  certification.
However,  other shareholders are subject to back-up withholding at a rate of 31%
on all distributions of net investment income and capital gain, whether received
in cash or reinvested in shares of the relevant  Fund,  and on the amount of the
proceeds of any  redemption  of Fund shares paid or credited to any  shareholder
account for which an  incorrect  or no taxpayer  identification  number has been
provided,  where  appropriate  certification has not been provided for a foreign
shareholder,   or  where  the  Trust  is  notified  that  the   shareholder  has
underreported income in the past (or the shareholder fails to certify that he is
not subject to such withholding).

         The  foregoing  is  a  general   summary  of  the  federal  income  tax
consequences  for  shareholders  who are U.S.  citizens,  residents  or domestic
corporations.  Shareholders  should consult their own tax advisors about the tax
consequences  of  an  investment  in a  Fund  in  light  of  each  shareholder's
particular  tax  situation.  Shareholders  should  also  consult  their  own tax
advisors about consequences under foreign,  state, local or other applicable tax
laws.

WITHHOLDING ON DISTRIBUTIONS TO FOREIGN INVESTORS

          Dividend   distributions   (including   distributions   derived   from
short-term  capital gains) are in general  subject to a U.S.  withholding tax of
31% when paid to a nonresident  alien  individual,  foreign  estate or trust,  a
foreign corporation,  or a foreign partnership ("foreign shareholder").  Persons
who are resident in a country,  such as the U.K.,  that has an income tax treaty
with the U.S.  may be eligible  for a reduced  withholding  rate (upon filing of
appropriate  forms),  and are urged to consult their tax advisors  regarding the
applicability  and  effect  of such a  treaty.  Distributions  of net  long-term
capital gains to a foreign  shareholder,  and any gain realized upon the sale of
Fund  shares  by such a  shareholder  will  ordinarily  not be  subject  to U.S.
taxation,  unless the recipient or seller is a nonresident  alien individual who
is present in the United  States for more than 182 days during the taxable year.
However,  foreign  shareholders  with  respect  to  whom  income  from a Fund is
"effectively  connected"  with a U.S.  trade  or  business  carried  on by  such
shareholder  will in general be subject to U.S. federal income tax on the income
derived  from the  Fund at the  graduated  rates  applicable  to U.S.  citizens,
residents or domestic  corporations,  whether  received in cash or reinvested in
shares,  and,  in the case of a foreign  corporation,  may also be  subject to a
branch profits tax. Again,  foreign  shareholders  who are resident in a country
with an income tax  treaty  with the United  States  may  obtain  different  tax
results, and are urged to consult their tax advisors.

FOREIGN TAX CREDITS

          If, at the end of the fiscal  year,  more than 50% of the total assets
of any Fund is represented by stock of foreign corporations, the Fund intends to
make an election  with  respect to the relevant  Fund which allows  shareholders
whose income from the Fund is subject to U.S.  taxation at the  graduated  rates
applicable  to U.S.  citizens,  residents  or domestic  corporations  to claim a
foreign tax credit or deduction (but not both) on their U.S.  income tax return.
In such case,  the  amounts of  foreign  income  taxes paid by the Fund would be
treated as additional income to Fund  shareholders from non-U.S.  sources and as
foreign  taxes paid by Fund  shareholders.  Investors  should  consult their tax
advisors  for  further  information  relating  to the  foreign  tax  credit  and
deduction,   which  are  subject  to  certain   restrictions   and  limitations.
Shareholders of any of the International Funds whose income from the Fund is not
subject to U.S.  taxation at the graduated  rates  applicable to U.S.  citizens,
residents  or domestic  corporations  may receive  substantially  different  tax
treatment of  distributions  by the relevant Fund, and may be disadvantaged as a
result of the election described in this paragraph.

LOSS OF REGULATED INVESTMENT COMPANY STATUS

         A Fund may experience  particular  difficulty qualifying as a regulated
investment  company in the case of highly unusual market movements,  in the case
of high redemption levels and/or during the first year of its operations. If the
Fund does not qualify for  taxation  as a regulated  investment  company for any
taxable  year,  the  Fund's  income  will be taxed at the Fund  level at regular
corporate  rates,  and all  distributions  from earnings and profits,  including
distributions of net long-term capital gains, will be taxable to shareholders as
ordinary income and subject to withholding in the case of non-U.S. shareholders.
In  addition,  in order to  requalify  for  taxation as a  regulated  investment
company,  the Fund may be required to recognize  unrealized  gains, pay taxes on
such gains, and make certain distributions.

                            MANAGEMENT OF THE TRUST

         Each Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co.,
40 Rowes Wharf,  Boston,  Massachusetts  02110 (the  "Manager")  which  provides
investment  advisory services to a substantial number of institutional and other
investors,  including  one  other  registered  investment  company.  Each of the
following four general partners holds a greater than 5% interest in the Manager:
R. Jeremy Grantham, Richard A. Mayo, Eyk H.A. Van Otterloo and Kingsley Durant.

         Under separate Management Contracts with the Trust, the Manager selects
and reviews each Fund's  investments and provides  executive and other personnel
for  the  management  of the  Trust.  Pursuant  to  the  Trust's  Agreement  and
Declaration of Trust, the Board of Trustees  supervises the affairs of the Trust
as  conducted  by the  Manager.  In the event that the Manager  ceases to be the
manager of any Fund,  the right of the Trust to use the  identifying  name "GMO"
may be withdrawn.

         The Manager has entered into a Consulting  Agreement  (the  "Consulting
Agreement")  with Dancing  Elephant,  Ltd.,  1936 University  Avenue,  Berkeley,
California  94704  (the  "Consultant),  with  respect to the  management  of the
portfolio of the Emerging  Markets Fund. The Consultant is  wholly-owned  by Mr.
Arjun Divecha. Under the Consulting Agreement, the Manager pays the Consultant a
monthly  fee at an  annual  rate  equal to the  greater  of 0.50% of the  Fund's
average daily net assets or $500,000. The Consultant may from time to time waive
all or a portion of its fee. Payments made by the Manager to the Consultant will
not affect the amounts  payable by the Fund to the Manager or the Fund's expense
ratio.

         Each  Management  Contract  provides  for  payment to the  Manager of a
monthly  fee at the stated  annual  rates set forth  under  Schedule of Fees and
Expenses.  While the fee paid to the Manager by each of the  International  Core
Fund, the  International  Small  Companies Fund, the Japan Fund and the Emerging
Markets Fund is higher than that paid by most funds,  each is  comparable to the
fees paid by many funds with similar investment  objectives.  In addition,  with
respect to each Fund, the Manager has voluntarily agreed to waive its fee and to
bear certain  expenses until further notice in order to limit each Fund's annual
expenses to specified  limits (with  certain  exclusions).  These limits and the
terms applicable to them are described under Schedule of Fees and Expenses.

         During the fiscal year ended February 28, 1995,  the Manager  received,
as compensation for advisory services rendered in such year (after waiver),  the
percentages of each Fund's average net assets as set forth below:

         Fund                 % of Average Net Assets
Core Fund                              0.45%
Tobacco-Free Core Fund                 0.23%
Value Allocation Fund                  0.56%
Growth Allocation Fund                 0.42%
U.S. Sector Allocation Fund            0.40%
Core II Secondaries Fund               0.39%
Fundamental Value Fund                 0.68%
International Core Fund                0.61%
International Small
   Companies Fund                      0.47%
Japan Fund                             0.72%
Emerging Markets Fund                  1.00%
Global Hedged Equity Fund              0.62%
Domestic Bond Fund                     0.19%
Short-Term Income Fund                 0.06%
International Bond Fund                0.19%
Currency Hedged International
   Bond Fund                           0.31%
Emerging Country Debt Fund             0.42%



        Mr. R.  Jeremy  Grantham,  Mr.  Christopher  Darnell and Ms. Jody Shuman
Meslin are primarily  responsible for the day-to-day management of the portfolio
of each of the Core Fund,  the  Tobacco-Free  Core Fund,  the Growth  Allocation
Fund, the U.S. Sector  Allocation  Fund, and the Core II Secondaries  Fund. Each
has served in this capacity for more than five years.  Mr.  William L. Nemerever
and Mr. Thomas F. Cooper are primarily responsible for the day-to-day management
of the Fixed Income  Funds.  Each of Messrs.  Nemerever and Cooper has served in
this capacity  since the  inception of all of these Funds except the  Short-Term
Income  Fund.  Messrs.  Nemerever  and Cooper have served as the managers of the
Short-Term Income Fund since 1993. Prior to 1993, the Short-Term Income Fund was
managed by Mr. Robert Brokaw. Mr. Richard A. Mayo has been primarily responsible
for the  day-to-day  management of the portfolio of the  Fundamental  Value Fund
since the inception of the Fund. Mr. Mayo and Mr. Christopher  Darnell have been
primarily  responsible  for the  day-to-day  management  of the portfolio of the
Value Allocation Fund since the inception of the Fund. Mr. Grantham, Mr. Forrest
Berkley and Ms. Doris Chu have been  primarily  responsible  for the  day-to-day
management of the portfolio of each of the Currency  Hedged  International  Core
Fund,  the  International  Small  Companies  Fund, the Japan Fund and the Global
Hedged  Equity Fund since  inception of the Funds and have served as managers of
the  International  Core Fund for the last five years. Mr. Arjun Bhagwan Divecha
has been primarily responsible for the day-to-day management of the portfolio of
the Emerging Markets Fund since the inception of the Fund.

         Mr. Grantham and Mr. Mayo are both founding partners of the Manager and
have  been  employed  by  the  Manager  in  equity  and  fixed-income  portfolio
management  since its  inception  in 1977.  Mr.  Grantham  serves as President -
Domestic  Quantitative and Mr. Mayo serves as President - Domestic Active of the
Trust.  Ms. Meslin  has been  employed  by the  Manager  principally  in  equity
portfolio  management for more than ten years.  Mr. Darnell has been employed by
the Manager since 1979 and has been involved in equity portfolio  management for
more than ten years.  Mr.  Berkley  and Ms. Chu have each been  employed  by the
Manager  for more than  eight  years and have each been  involved  in  portfolio
management  (principally of international equities) for more than six years. Mr.
Nemerever  and Mr.  Cooper have been  employed  by the  Manager in  fixed-income
portfolio  management since October,  1993. For the five years prior to October,
1993, Mr. Nemerever was employed by Boston  International  Advisors and Fidelity
Management  Trust Company in  fixed-income  portfolio  management.  For the five
years prior to October,  1993,  Mr. Cooper was employed by Boston  International
Advisors,  Goldman  Sachs Asset  Management  and  Western  Asset  Management  in
fixed-income  portfolio  management.  Mr. Divecha  is the sole  shareholder  and
President of the Consultant  which he began to organize in September  1993. From
1981 until  September  1993,  Mr.  Divecha was employed by BARRA and during this
period he was involved in equity portfolio management for more than five years.


                        ORGANIZATION AND CAPITALIZATION
                                  OF THE TRUST

          The Trust was  established  on June 24, 1985 as a business trust under
Massachusetts  law.  The Trust has an unlimited  authorized  number of shares of
beneficial interest which may, without shareholder  approval, be divided into an
unlimited number of series of such shares,  and which are presently divided into
twenty-four  series of shares,  one for each Fund,  one for the Pelican Fund and
one for each of the Conservative  Equity Fund, the Global Core Fund and the REIT
Fund which are currently inactive. All shares of all series are entitled to vote
at any  meetings  of  shareholders.  The Trust does not  generally  hold  annual
meetings  of  shareholders  and will do so only when  required  by law.  Matters
submitted to shareholder  vote must be approved by each Fund  separately  except
(i) when  required  by the 1940 Act shares  shall be voted  together as a single
class and (ii) when the Trustees have determined that the matter does not affect
a Fund, then only shareholders of the Fund(s) affected shall be entitled to vote
on the matter.  Shares are freely  transferable,  are  entitled to  dividends as
declared by the  Trustees,  and, in  liquidation  of the Trust,  are entitled to
receive  the net assets of their Fund,  but not of any other Fund.  Shareholders
holding a majority of the  outstanding  shares of all series may remove Trustees
from office by votes cast in person or by proxy at a meeting of  shareholders or
by written consent.

         On June 15, 1995, the following  shareholders held greater than 25% of
the outstanding shares of the series noted below:

Fund                           Shareholders

Tobacco-Free Core Fund         Dewitt Wallace - Reader's
                               Digest Fund, Inc.; Lila
                               Wallace
U.S. Sector Allocation Fund    John D. MacArthur & Catherine
                               T. MacArthur Foundation
Fundamental Value Fund         Yale University; Leland
                               Stanford Junior University II
Japan Fund                     International Monetary Staff
                               Retirement Fund; Gordon
                               Family Trust
Domestic Bond Fund             Bankers Trust Company as
                               Trustee, GTE Service Corp.
                               Pension Trust
Short-Term Income Fund         MJH Foundation
International Bond Fund        Bankers Trust Company as
                               Trustee, GTE Service Pension
                               Trust
Currency Hedged                Bankers Trust Company as
International Bond Fund        Trustee, GTE Service Corp.
                               Pension Trust
Emerging Country Debt Fund     Bankers Trust Company as Trustee,
                               GTE Service Corp. Pension Trust

As a result,  such  shareholders  may be deemed to  "control"  their  respective
series as such term is defined in the 1940 Act.

         Shareholders  could,  under certain  circumstances,  be held personally
liable for the  obligations  of the Trust.  However,  the risk of a  shareholder
incurring financial loss on account of that liability is considered remote since
it may arise only in very limited circumstances.

                             SHAREHOLDER INQUIRIES
                 Shareholders may direct inquiries to the Trust
                    c/o Grantham, Mayo, Van Otterloo & Co.,
                        40 Rowes Wharf, Boston, MA 02110



                                   APPENDIX A
              RISKS AND LIMITATIONS OF OPTIONS, FUTURES AND SWAPS

         Limitations on the Use of Options and Futures Portfolio Strategies.  As
noted in  "Descriptions  and  Risks of Fund  Investment  Practices--Futures  and
Options"  above,  the Funds may use futures  contracts  and related  options for
hedging and, in some  circumstances,  for risk  management or investment but not
for speculation.  Thus, except when used for risk management or investment, each
such Fund's long futures contract positions (less its short positions)  together
with the Fund's cash (i.e.,  equity or fixed income)  positions  will not exceed
the Fund's total net assets.

         The Funds'  ability to engage in the  options  and  futures  strategies
described  above  will  depend on the  availability  of liquid  markets  in such
instruments.  Markets in options  and futures  with  respect to  currencies  are
relatively new and still  developing.  It is impossible to predict the amount of
trading  interest  that  may  exist in  various  types of  options  or  futures.
Therefore  no assurance  can be given that a Fund will be able to utilize  these
instruments  effectively  for the purposes set forth  above.  Furthermore,  each
Fund's ability to engage in options and futures  transactions  may be limited by
tax considerations.

         Risk Factors in Options Transactions.  The option writer has no control
over when the  underlying  securities  or futures  contract must be sold, in the
case of a call  option,  or  purchased,  in the case of a put option,  since the
writer may be assigned an exercise  notice at any time prior to the  termination
of the obligation. If an option expires unexercised,  the writer realizes a gain
in the amount of the  premium.  Such a gain,  of course,  may,  in the case of a
covered  call  option,  be  offset  by a  decline  in the  market  value  of the
underlying  security or futures  contract  during the option  period.  If a call
option is  exercised,  the  writer  realizes a gain or loss from the sale of the
underlying  security  or futures  contract.  If a put option is  exercised,  the
writer  must  fulfill the  obligation  to purchase  the  underlying  security or
futures  contract at the  exercise  price,  which will  usually  exceed the then
market value of the underlying security or futures contract.

         An  exchange-traded  option  may  be  closed  out  only  on a  national
securities  exchange  ("Exchange")  which generally  provides a liquid secondary
market  for an option of the same  series.  An  over-the-counter  option  may be
closed  out only with the other  party to the  option  transaction.  If a liquid
secondary market for an  exchange-traded  option does not exist, it might not be
possible to effect a closing  transaction  with respect to a  particular  option
with the result  that the Fund  holding the option  would have to  exercise  the
option in order to realize any  profit.  For  example,  in the case of a written
call option, if the Fund is unable to effect a closing purchase transaction in a
secondary  market (in the case of a listed  option) or with the purchaser of the
option (in the case of an over-the-counter-option), the Fund will not be able to
sell the underlying  security (or futures  contract) until the option expires or
it delivers the underlying security (or futures contract) upon exercise. Reasons
for the  absence  of a  liquid  secondary  market  on an  Exchange  include  the
following:  (i) there may be insufficient  trading  interest in certain options;
(ii)Erestrictions  may be imposed by an  Exchange  on  opening  transactions  or
closing  transactions  or  both;  (iii)  trading  halts,  suspensions  or  other
restrictions  may be imposed  with  respect to  particular  classes or series of
options or underlying securities;  (iv) unusual or unforeseen  circumstances may
interrupt normal operations on an Exchange; (v) the facilities of an Exchange or
the  Options  Clearing  Corporation  may not at all times be  adequate to handle
current trading  volume;  or (vi) one or more Exchanges  could,  for economic or
other  reasons,  decide or be compelled at some future date to  discontinue  the
trading of options (or a particular class or series of options),  in which event
the  secondary  market on that  Exchange (or in that class or series of options)
would cease to exist,  although  outstanding  options on that  Exchange that had
been issued by the Options  Clearing  Corporation  as a result of trades on that
Exchange should continue to be exercisable in accordance with their terms.

         The Exchanges have established limitations governing the maximum number
of options  which may be written by an investor or group of investors  acting in
concert.  It is possible  that the Funds,  the Manager and other  clients of the
Manager may be considered to be such a group. These position limits may restrict
a Fund's ability to purchase or sell options on a particular security.

         The amount of risk a Fund  assumes  when it  purchases an option is the
premium paid for the option plus related  transaction  costs. In addition to the
correlation  risks discussed  below,  the purchase of an option also entails the
risk that changes in the value of the  underlying  security or futures  contract
will not be fully reflected in the value of the option purchased.

         Risk Factors in Futures  Transactions.  Investment in futures contracts
involves  risk.  If the futures are used for  hedging,  some of that risk may be
caused by an imperfect correlation between movements in the price of the futures
contract and the price of the security or currency being hedged. The correlation
is higher  between  price  movements  of futures  contracts  and the  instrument
underlying that futures contract. The correlation is lower when futures are used
to hedge  securities  other  than  such  underlying  instrument,  such as when a
futures contract on an index of securities is used to hedge a single security, a
futures contract on one security (e.g.,  U.S. Treasury bonds) is used to hedge a
different security (e.g., a mortgage-backed security) or when a futures contract
in one currency (e.g., the German Mark) is used to hedge a security  denominated
in another  currency (e.g.,  the Spanish  Peseta).  In the event of an imperfect
correlation  between a futures position and a portfolio position (or anticipated
position) which is intended to be protected,  the desired  protection may not be
obtained  and a Fund may be  exposed  to risk of loss.  In  addition,  it is not
always  possible  to hedge  fully or  perfectly  against  currency  fluctuations
affecting the value of the securities  denominated in foreign currencies because
the  value of such  securities  also is  likely  to  fluctuate  as a  result  of
independent factors not related to currency fluctuations.  The risk of imperfect
correlation  generally  tends to  diminish as the  maturity  date of the futures
contract approaches.

         A hedge  will  not be fully  effective  where  there is such  imperfect
correlation.  To compensate for imperfect  correlations,  a Fund may purchase or
sell futures  contracts in a greater  amount than the hedged  securities  if the
volatility of the hedged securities is historically  greater than the volatility
of the  futures  contracts.  Conversely,  a Fund  may  purchase  or  sell  fewer
contracts  if  the  volatility  of  the  price  of  the  hedged   securities  is
historically less than that of the futures contract.

         As noted in the Prospectus,  a Fund may also purchase futures contracts
(or options thereon) as an anticipatory hedge against a possible increase in the
price of currency in which is denominated  the  securities the Fund  anticipates
purchasing.  In such  instances,  it is possible  that the  currency may instead
decline.  If the Fund does not then invest in such securities because of concern
as to possible further market and/or currency decline or for other reasons,  the
Fund  may  realize  a loss  on the  futures  contract  that is not  offset  by a
reduction in the price of the securities purchased.

         The  liquidity  of a  secondary  market  in a futures  contract  may be
adversely affected by "daily price fluctuation  limits" established by commodity
exchanges  which limit the amount of  fluctuation  in a futures  contract  price
during a single  trading  day.  Once the  daily  limit has been  reached  in the
contract,  no trades may be  entered  into at a price  beyond  the  limit,  thus
preventing the  liquidation of open futures  positions.  Prices have in the past
exceeded  the  daily  limit on a  number  of  consecutive  trading  days.  Short
positions  in index  futures may be closed out only by  entering  into a futures
contract purchase on the futures exchange on which the index futures are traded.

        The successful use of  transactions  in futures and related  options for
hedging  and risk  management  also  depends on the  ability  of the  Manager to
forecast correctly the direction and extent of exchange rate,  interest rate and
stock price  movements  within a given time frame.  For  example,  to the extent
interest  rates remain stable  during the period in which a futures  contract or
option is held by a Fund  investing  in fixed income  securities  (or such rates
move in a direction opposite to that  anticipated),  the Fund may realize a loss
on the futures transaction which is not fully or partially offset by an increase
in the value of its portfolio  securities.  As a result, the Fund's total return
for  such  period  may  be  less  than  if it had  not  engaged  in the  hedging
transaction.

         Unlike  trading on  domestic  commodity  exchanges,  trading on foreign
commodity  exchanges is not  regulated by the CFTC and may be subject to greater
risks than trading on domestic  exchanges.  For example,  some foreign exchanges
may be principal markets so that no common clearing facility exists and a trader
may look only to the broker for performance of the contract. In addition, unless
a Fund hedges against  fluctuations in the exchange rate between the U.S. dollar
and the  currencies in which trading is done on foreign  exchanges,  any profits
that a Fund might realized in trading could be eliminated by adverse  changes in
the exchange rate, or the Fund could incur losses as a result of those changes.

         Risk  Factors  in Swap  Contracts,  OTC  Options  and  other  Two-Party
Contracts. A Fund may only close out a swap, contract for differences, cap floor
or  collar  or OTC  option,  with  the  particular  counterparty.  Also,  if the
counterparty  defaults,  a Fund will have contractual  remedies  pursuant to the
agreement  related to the  transaction,  but there is no assurance that contract
counterparties will be able to meet their obligations pursuant to such contracts
or that,  in the event of default,  a Fund will succeed in pursuing  contractual
remedies.  The Fund thus  assumes  the risk that it may be delayed or  prevented
from obtaining payments owed to it pursuant to swap contracts.  The Manager will
closely monitor subject to the oversight of the Trustees,  the  creditworthiness
of  contract  counterparties  and a Fund will not enter  into any  swaps,  caps,
floors or collars, unless the unsecured senior debt or the claims-paying ability
of the other party thereto is rated at least A by Moody's  Investors  Service or
Standard and Poor's Corporation at the time of entering into such transaction or
if the counterparty has comparable credit as determined by the Manager. However,
the credit of the counterparty may be adversely affected by  larger-than-average
volatility in the markets,  even if the  counterparty's  net market  exposure is
small relative to its capital. The management of caps, floors, collars and swaps
may involve certain difficulties because the characteristics of many derivatives
have not been  observed  under all market  conditions  or through a full  market
cycle.

         Additional  Regulatory  Limitations  on the Use of Futures  and Related
Options,  Interest Rate Floors,  Caps and Collars and Interest Rate and Currency
Swap Contracts. In accordance with CFTC regulations,  investments by any Fund as
provided in the Prospectus in futures contracts and related options for purposes
other than bona fide hedging are limited such that the  aggregate  amount that a
Fund may commit to initial  margin on such contracts or premiums on such options
may not exceed 5% of that Fund's net assets.

         The  Manager and the Trust do not  believe  that the Fund's  respective
obligations under equity swap contracts,  reverse equity swap contracts or Index
Futures are senior securities and, accordingly,  the Fund will not treat them as
being  subject to its  borrowing  restrictions.  However,  the net amount of the
excess, if any, of the Fund's  obligations over its entitlements with respect to
each  equity  swap  contract  will be accrued on a daily  basis and an amount of
cash, U.S. government  securities or other high grade debt obligations having an
aggregate  market value at least equal to the accrued  excess will be maintained
in a segregated account by the Fund's custodian.  Likewise,  when a Fund takes a
short  position with respect to an Index  Futures  contract the position must be
covered or the Fund must  maintain at all times  while that  position is held by
the Fund, cash, U.S. government  securities or other high grade debt obligations
in a segregated  account with its custodian,  in an amount which,  together with
the  initial  margin  deposit on the futures  contract,  is equal to the current
delivery or cash settlement value.

         The use of unsegregated  futures  contracts,  related written  options,
interest  rate  floors,  caps and collars and interest  rate and  currency  swap
contracts  for risk  management  by a Fund  permitted to engage in any or all of
such  practices is limited to no more than 10% of a Fund's total net assets when
aggregated  with such  Fund's  traditional  borrowings  in  accordance  with SEC
pronouncements.  This 10% limitation  applies to the face amount of unsegregated
futures  contracts and related options and to the amount of a Fund's net payment
obligation  that is not segregated  against in the case of interest rate floors,
caps and collars and interest rate and currency swap contracts.

                                   APPENDIX B
                  COMMERCIAL PAPER AND CORPORATE DEBT RATINGS

COMMERCIAL PAPER RATINGS

         Commercial paper ratings of Standard & Poor's Corporation  ("Standard &
Poor's") are current  assessments  of the  likelihood of timely payment of debts
having original maturities of no more than 365 days.  Commercial paper rated A-1
by  Standard  & Poor's  indicates  that the  degree of safety  regarding  timely
payment is either  overwhelming  or very  strong.  Those  issues  determined  to
possess overwhelming safety  characteristics are denoted A-1+.  Commercial paper
rated A-2 by Standard and Poor's  indicates  that capacity for timely payment on
issues is strong.  However,  the relative degree of safety is not as high as for
issues designated A-1.  Commercial paper rated A-3 indicates capacity for timely
payment.  It is,  however,  somewhat more  vulnerable to the adverse  effects of
changes in circumstances than obligations carrying the higher designations.

         The rating Prime-1 is the highest  commercial  paper rating assigned by
Moody's Investors Service, Inc.  ("Moody's").  Issuers rated Prime-1 (or related
supporting  institutions)  are  considered  to  have  a  superior  capacity  for
repayment  of  short-term  promissory  obligations.  Issuers  rated  Prime-2 (or
related  supporting  institutions)  have a  strong  capacity  for  repayment  of
short-term  promissory  obligations.  This will normally be evidenced by many of
the characteristics of Prime-1 rated issuers,  but to a lesser degree.  Earnings
trends and coverage  ratios,  while sound,  will be more subject to  variations.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions.  Ample alternative  liquidity is maintained.  Issuers rated
Prime-3 have an  acceptable  capacity for  repayment  of  short-term  promissory
obligations.  The effect of industry  characteristics and market composition may
be more  pronounced.  Variability  in earnings and  profitability  may result in
changes in the level of debt  protection  measurements  and the  requirement  of
relatively high financial leverage.  Adequate alternate liquidity is maintained.

CORPORATE DEBT RATINGS

         Standard  & Poor's  Corporation.  A Standard  & Poor's  corporate  debt
rating  is a current  assessment  of the  creditworthiness  of an  obligor  with
respect to a specific obligation. The following is a summary of the ratings used
by  Standard & Poor's  for  corporate  debt:

AAA - This is the  highest  rating  assigned  by  Standard  &  Poor's  to a debt
obligation and indicates an extremely  strong capacity to pay interest and repay
principal.

AA - Bonds rated AA also qualify as high quality debt  obligations.  Capacity to
pay  interest  and  repay  principal  is very  strong,  and in the  majority  of
instances they differ from AAA issues only in small degree.

A - Bonds rated A have a strong  capacity to pay interest  and repay  principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB - Bonds  rated  BBB are  regarded  as  having an  adequate  capacity  to pay
interest and repay principal.  Whereas they normally exhibit adequate protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to repay  principal  and pay interest for
bonds in this category than for bonds in higher rated categories.

BB, B, CCC, CC - Bonds  rated BB, B, CCC and CC are  regarded,  on  balance,  as
predominately  speculative  with  respect to capacity to pay  interest and repay
principal in  accordance  with the terms of the  obligation.  BB  indicates  the
lowest degree of  speculation  and CC the highest degree of  speculation.  While
such bonds will likely have some quality and protective  characteristics,  these
are  outweighed  by large  uncertainties  or major  risk  exposures  to  adverse
conditions.

C - The rating C is  reserved  for income  bonds on which no  interest  is being
paid.

D - Bonds rated D are in default,  and payment of interest  and/or  repayment of
principal is in arrears.

Plus (+) or Minus  (-):  The  ratings  from "AA" to "B" may be  modified  by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.

         Moody's  Investors  Service,  Inc.  The  following  is a summary of the
ratings used by Moody's Investor Services,  Inc. for corporate debt:

Aaa - Bonds that are rated Aaa are judged to be of the best quality.  They carry
the smallest  degree of investment  risk and are generally  referred to as "gilt
edge."  Interest  payments  are  protected  by a large,  or by an  exceptionally
stable,  margin, and principal is secure.  While the various protective elements
are likely to change,  such changes as can be  visualized  are most  unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds  that are rated Aa are judged to be high  quality  by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater amplitude or there may be other elements present that make the
long-term risks appear somewhat larger than in Aaa securities.1

A - Bonds that are rated A possess many favorable investment  attributes and are
to be considered as upper medium grade  obligations.  Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.1

Baa - Bonds that are rated Baa are considered as medium grade obligations; i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present,  but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics and, in
fact, have speculative characteristics as well.

Ba - Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered as well assured.  Often,  the protection of interest
and principal  payments may be very moderate,  and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B - Bonds  which are rated B generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds  which are rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca - Bonds which are rated Ca represent  obligations  which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds which are rated C are the lowest  rated class of bonds,  and issues so
rated can be regarded as having  extremely  poor prospects of ever attaining any
real investment  standing.  Should no rating be assigned by Moody's,  the reason
may be one of the following:

   1.  An application for rating was not received or accepted.
 
   2.  The issue or issuer  belongs to a group of securities  that are not rated
       as a matter of policy.

   3.  There is lack of essential data pertaining to the issue or issuer.

   4.  The issue was privately  placed in which case the rating is not published
       in Moody's publications.

Suspension or withdrawal may occur if new and material  circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date  data to permit a  judgment  to be  formed;  if a bond is
called for  redemption;  or for other reasons.  

Note:  Those bonds in the Aa, A, Baa,  Ba and B groups  which  Moody's  believes
possess the strongest investment  attributes are designated by the symbols 1Aa1,
A1, Baa1, and B1.


                       GRANTHAM, MAYO, VAN OTTERLOO & CO.
                        40 Rowes Wharf, Boston, MA 02110
                                 (617) 330-7500



                                   GMO TRUST

                      STATEMENT OF ADDITIONAL INFORMATION


                               September 18, 1995




This Statement of Additional Information is not a prospectus.  This Statement of
Additional  Information  relates to the Prospectus  dated September 18, 1995, as
amended from time to time and should be read in conjunction therewith. A copy of
the  Prospectus  may be  obtained  from  GMO  Trust,  40  Rowes  Wharf,  Boston,
Massachusetts 02110.



<TABLE>
<CAPTION>


                               Table of Contents


                  Caption                                     Page




<S>                                                            <C>
INVESTMENT OBJECTIVE AND POLICIES                               1

MISCELLANEOUS INVESTMENT PRACTICES                              2

INVESTMENT RESTRICTIONS                                         5

INCOME, DIVIDENDS, DISTRIBUTIONS AND TAX STATUS                 9

MANAGEMENT OF THE TRUST                                        11

INVESTMENT ADVISORY AND OTHER SERVICES                         12

PORTFOLIO TRANSACTIONS                                         17

DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES               19

DETERMINATION OF NET ASSET VALUE                               30

FINANCIAL STATEMENTS                                           31

</TABLE>


                       INVESTMENT OBJECTIVE AND POLICIES

         Domestic Equity Funds

                  The  investment  objective  and  policies of the GMO Core Fund
         (the "Core Fund"), the GMO Value Allocation Fund (the "Value Allocation
         Fund"),  the GMO Core II  Secondaries  Fund (the  "Core II  Secondaries
         Fund"),  the GMO Tobacco-Free Core Fund (the "Tobacco-Free Core Fund"),
         the GMO Fundamental Value Fund (the "Fundamental  Value Fund"), the GMO
         Growth Allocation Fund (the "Growth Allocation Fund"), and the GMO U.S.
         Sector  Allocation Fund ("U.S.  Sector  Allocation  Fund") of GMO Trust
         (the "Trust") are summarized on the front page of the Prospectus and in
         the text of the Prospectus  under the headings  "Investment  Objectives
         and  Policies -- Domestic  Equity  Funds." A Fund's total return is the
         sum of dividends, interest and net realized and unrealized appreciation
         and depreciation in the value of the Fund's assets, less expenses.

                  As described in the Prospectus,  each Domestic Equity Fund may
         invest in  securities  of foreign  issuers  except that the Manager has
         adopted  procedures to avoid  investment by the Tobacco- Free Core Fund
         in the securities of any issuer which, at the time of purchase, derives
         more  than  10%  of  its  gross   revenues   from  the   production  of
         tobacco-related  products (referred to as "Tobacco Producing Issuers").
         The Manager will generally rely on a list of Tobacco  Producing Issuers
         prepared  by  third  parties,   although  the  Manager  may  cause  the
         Tobacco-Free  Core Fund, as the case may be, to purchase  securities of
         issuers  which  are not  included  on such  lists  if,  at the  time of
         purchase,   the  Manager  has  received  information  from  the  issuer
         indicating that it is no longer a Tobacco Producing Issuer, as the case
         may be.

         Fixed-Income Funds

                  The  portfolio  securities of the GMO  Short-Term  Income Fund
         (the "Short-Term  Income Fund"),  the GMO International  Bond Fund (the
         "International Bond Fund"), the GMO Currency Hedged  International Bond
         Fund (the "Currency Hedged  International  Bond Fund"),  the GMO Global
         Bond Fund (the  "Global Bond  Fund"),  the GMO Domestic  Bond Fund (the
         "Domestic Bond Fund") the GMO Emerging Country Debt Fund (the "Emerging
         Country  Debt Fund") and the GMO Core  Emerging  Country Debt Fund (the
         "Core  Emerging  Country  Debt  Fund") are  subject to credit  risk and
         market  risk.  Credit  risk  relates to the ability of the issuer of an
         obligation  to make timely  payments of principal  and  interest.  In a
         repurchase   agreement   transaction,   credit  risk   relates  to  the
         performance  by the other party of its  obligation  to  repurchase  the
         underlying  security from the Fund.  Obligations of issuers are subject
         to the provisions of bankruptcy, insolvency and other laws, such as the
         Federal  Bankruptcy  Reform  Act of  1978,  affecting  the  rights  and
         remedies  of  creditors.  As noted in the  Prospectus,  the  Short-Term
         Income  Fund  invests  only  in  instruments   which  have  received  a
         "high-quality"  rating  from  Moody's or S&P or, in the case of unrated
         instruments,  which are of  comparable  quality  as  determined  by the
         Manager.  The  International  Bond  Fund  may  invest  in  lower  rated
         securities.

                  Market  risk  relates  to  changes  in the  market  value of a
         security as a result of variations in the level of prevailing  interest
         rates  and  yield   relationships  among  particular  segments  of  the
         high-grade  money  market  or the U.S.  Government  Securities  market.
         Generally, prices tend to fluctuate less for higher quality issues than
         for lower  quality  issues,  and,  for any given change in the level of
         interest  rates,  prices for shorter  maturity issues tend to fluctuate
         less than for longer maturity issues.

                  The value of the  securities in the  Short-Term  Income Fund's
         and International Bond Fund's respective  portfolios can be expected to
         vary inversely to the changes in prevailing  interest  rates.  Thus, if
         interest rates increase after a security was purchased,  that security,
         if sold, might be sold at less than cost. Conversely, if interest rates
         decline  after  purchase,  the  security,  if sold,  might be sold at a
         profit. In either instance,  if the security were held to maturity,  no
         gain  or  loss  would  normally  be  realized  as  a  result  of  these
         fluctuations.  Substantial  redemptions  of the  shares of a Fund could
         require the sale of portfolio investments in that Fund at a time when a
         sale might not be desirable.

         International Funds

                  As indicated in the Prospectus,  the  International  Funds may
         invest in  foreign  securities,  which  may be in the form of  American
         Depository  Receipts  (ADRs),  European  Depository  Receipts (EDRs) or
         other  similar  securities   convertible  into  securities  of  foreign
         issuers.  These  securities  may not  necessarily be denominated in the
         same currency as the securities into which they may be converted.  ADRs
         are receipts  typically issued by a United States bank or trust company
         evidencing  ownership of the underlying  foreign  securities.  EDRs are
         receipts   typically  issued  by  a  European  bank  or  trust  company
         evidencing  ownership of the underlying foreign securities.  Generally,
         ADRs,  in  registered  form,  are designed for use in the United States
         securities  markets and EDRs,  in bearer form,  are designed for use in
         European securities markets.

                       MISCELLANEOUS INVESTMENT PRACTICES

                  Portfolio  Turnover.  A change in securities held by a Fund is
         known as "portfolio turnover" and almost always involves the payment by
         the  Trust  of  brokerage   commissions  or  dealer  markup  and  other
         transaction  costs  on  the  sale  of  securities  as  well  as on  the
         reinvestment  of the proceeds in other  securities.  As a result of the
         investment policies of the Funds, under certain market conditions their
         portfolio  turnover  may be higher than those of many other  investment
         companies. It is, however,  impossible to predict portfolio turnover in
         future years. As disclosed in the Prospectus,  high portfolio  turnover
         involves   correspondingly  greater  brokerage  commissions  and  other
         transaction  costs,  which will be borne directly by the relevant Fund.
         Foreign brokerage commissions and fees are generally higher than in the
         United  States.  To the extent that portfolio  turnover  results in the
         realization of net short-term  capital gains, such gains are ordinarily
         taxed at ordinary income tax rates.

                  Index Futures.  As stated in the Prospectus  under the heading
         "Descriptions  and Risks of Fund  Investment  Practices  -- Futures and
         Options," each of the Funds may purchase  futures  contracts on various
         securities indices ("Index  Futures").  As indicated in the Prospectus,
         an Index  Future is a  contract  to buy or sell an  integral  number of
         units of the  particular  stock index at a  specified  future date at a
         price  agreed upon when the  contract is made. A unit is the value from
         time to time of the  relevant  index.  Entering  into a contract to buy
         units is  commonly  referred to as buying or  purchasing  a contract or
         holding a long position in the relevant index.

                  For example, if the value of a unit of a particular index were
         $1,000,  a contract to purchase 500 units would be worth  $500,000 (500
         units x $1,000).  The Index Futures contract specifies that no delivery
         of the  actual  stocks  making up the index will take  place.  Instead,
         settlement  in cash must occur upon the  termination  of the  contract,
         with the settlement being the difference between the contract price and
         the  actual  level  of the  relevant  index  at the  expiration  of the
         contract.  For example,  if a Fund enters into one futures  contract to
         buy 500  units of an index at a  specified  future  date at a  contract
         price of $1,000  per unit and the  index is at  $1,010  on that  future
         date, the Fund will gain $5,000 (500 units x gain of $10).

                  Index  Futures  in which a Fund may  invest  typically  can be
         traded  through all major  commodity  brokers and trades are  currently
         effected on the exchanges described in the Prospectus. A Fund may close
         open positions on the futures  exchange on which Index Futures are then
         traded  at any  time  up to  and  including  the  expiration  day.  All
         positions  which  remain open at the close of the last  business day of
         the  contract's  life are  required to settle on the next  business day
         (based upon the value of the relevant index on the expiration day) with
         settlement  made,  in the  case  of S&P 500  Index  Futures,  with  the
         Commodities Clearing House. Because the specific procedures for trading
         foreign  stock  Index  Futures on  futures  exchanges  are still  under
         development,  additional or different  margin  requirements  as well as
         settlement  procedures may be applicable to foreign stock Index Futures
         at the time a Fund purchases foreign stock Index Futures.

                  The price of Index  Futures may not correlate  perfectly  with
         movement  in the  relevant  index due to  certain  market  distortions.
         First,  all  participants  in the futures  market are subject to margin
         deposit and maintenance  requirements.  Rather than meeting  additional
         margin  deposit  requirements,  investors may close  futures  contracts
         through   offsetting   transactions  which  could  distort  the  normal
         relationship  between the S&P 500 Index and futures markets.  Secondly,
         the deposit  requirements  in the futures  market are less onerous than
         margin  requirements  in the  securities  market,  and as a result  the
         futures  market may attract more  speculators  than does the securities
         market.  Increased  participation  by speculators in the futures market
         may also cause temporary price distortions.  In addition, trading hours
         for foreign stock Index Futures may not  correspond  perfectly to hours
         of trading on the foreign exchange to which a particular  foreign stock
         Index Future relates.  This may result in a disparity between the price
         of Index Futures and the value of the relevant index due to the lack of
         continuous  arbitrage  between the Index Futures price and the value of
         the underlying index.

                  Options  and  Futures   Transactions.   As  indicated  in  the
         Prospectus  following  the  captions  "Descriptions  and  Risks of Fund
         Investments  Practices -- Futures and Options," and discussed in detail
         in Appendix A thereto each of the  International  Funds may engage in a
         variety  of  transactions   involving  the  use  of  financial  futures
         contracts and related options as well as options in securities.

                  Warrants.  Each of the  International  Funds  (other  than the
         International  Bond  Fund) may  invest up to 5% of its total  assets in
         warrants  which  entitle  the  holder  to buy  equity  securities  at a
         specific price for a specified period of time.

                  Interest Caps, Floors and Collars and Interest Rate,  Currency
         and Equity Swap Contracts. As described in detail in the Prospectus and
         Appendix  A  thereto,  each of the  Fixed-Income  Funds  may  invest in
         interest rate swap  contracts;  each  International  Fund may invest in
         currency swap contracts;  and each Fund (except the Fixed Income Funds)
         may invest in equity swap contracts.

                  As also  described in detail in the  Prospectus and Appendix A
         thereto,  the Fixed Income Funds may use interest rate caps, floors and
         collars.

                  Foreign Currency Transactions. Each of the International Funds
         may buy or sell foreign currencies, enter into forward foreign currency
         exchange  contracts or futures on foreign  currencies  for the purposes
         described in the Prospectus under the heading  "Descriptions  and Risks
         of Fund Investment Practices -- Foreign Currency Transactions."

                  Repurchase  Agreements.  The repurchase agreements referred to
         in the  Prospectus  are agreements by which a Fund purchases a security
         and obtains a simultaneous commitment from the seller to repurchase the
         security  at an agreed upon price and date.  The value of the  security
         purchased plus any other collateral  provided to the Fund by the seller
         will at all times be  greater  than or equal to the resale  price.  The
         resale price is in excess of the purchase  price and reflects an agreed
         upon  market  rate  unrelated  to the  coupon  rate  on  the  purchased
         security. Such transactions afford the relevant Fund the opportunity to
         earn a return on  temporarily  available  cash at minimal  market risk.
         While the underlying  security may be a Treasury  bill,  certificate of
         indebtedness,   note  or  bond  issued  by  an  agency,   authority  or
         instrumentality of the United States Government,  the obligation of the
         seller is not  guaranteed  by the U.S.  Government  and there is a risk
         that the seller may fail to repurchase the underlying security. In such
         event,  the relevant Fund would attempt to exercise rights with respect
         to the  underlying  security,  including  possible  disposition  in the
         market. However, the Fund may be subject to various delays and risks of
         loss  including  (a) possible  declines in the value of the  underlying
         security  during the period  while the Fund seeks to enforce its rights
         thereto,  (b) possible  reduced  levels of income and lack of access to
         income during this period and (c)  inability to enforce  rights and the
         expenses involved in attempted enforcement.

                  Securities  Loans.  As described in the  Prospectus  each Fund
         (other than the  International  Core and Currency Hedged  International
         Core Funds) may make secured loans of portfolio securities amounting to
         up to 100% of the relevant  Fund's  total assets and the  International
         Core and Currency Hedged  International  Core Funds may make such loans
         of up to 25% of their total assets.

                  Firm Commitments. As described in the Prospectus following the
         caption  "Descriptions  and Risks of Fund Investment  Practices -- Firm
         Commitments,"  each of the  Fixed  Income  Funds  may  enter  into firm
         commitment  agreements with banks or broker-dealers for the purchase of
         securities at an  agreed-upon  price on a specified  future date.  Such
         agreements   might  be  entered  into,  for  example,   when  the  Fund
         anticipates  a decline in the yield of securities of a given issuer and
         is able to obtain a more advantageous yield by committing  currently to
         purchase  securities  to be issued  later.  Entry into firm  commitment
         agreements with broker-dealers requires the creation and maintenance of
         a  segregated  account.  The  underlying  securities  subject to a firm
         commitment agreement are subject to fluctuation in market value.

                  Pending delivery of securities purchased under firm commitment
         agreements,  the  amount of the  purchase  price will be held in liquid
         assets such as cash or high-quality debt obligations.  Such obligations
         will be maintained in a separate account with the Trust's  custodian in
         an  amount  equal  on a  daily  basis  to  the  amount  of  the  Fund's
         commitments.  When the time comes to pay for securities subject to firm
         commitment  agreements,  the Fund will meet its obligations  from then-
         available  cash flow or the sale of securities,  or,  although it would
         normally  not  expect  to do so,  from  the  sale  of  the  when-issued
         securities  themselves (which may have a value greater or less than the
         Fund's payment obligation).

         Notice on Shareholder Approval
                  Unless  otherwise  indicated,  the  investment  objective  and
         policies of the Funds may be changed without shareholder approval.

                            INVESTMENT RESTRICTIONS

                  Without  a vote  of the  majority  of the  outstanding  voting
         securities  of the  relevant  Fund,  the Trust will not take any of the
         following actions with respect to any Fund:

                  (1) Borrow  money in excess of 10% of the value  (taken at the
         lower  of cost or  current  value)  of the  Fund's  total  assets  (not
         including the amount  borrowed) at the time the borrowing is made,  and
         then only from banks as a temporary  measure to facilitate  the meeting
         of redemption requests (not for leverage) which might otherwise require
         the untimely disposition of portfolio  investments or for extraordinary
         or  emergency  purposes.  Such  borrowings  will be repaid  before  any
         additional investments are purchased.

                  (2) Pledge,  hypothecate,  mortgage or otherwise  encumber its
         assets in excess of 10% of the Fund's total assets  (taken at cost) and
         then only to secure  borrowings  permitted by Restriction 1 above. (The
         deposit  of  securities  or cash  or  cash  equivalents  in  escrow  in
         connection   with  the  writing  of  covered   call  or  put   options,
         respectively,  is not deemed to be a pledge or other encumbrance.) (For
         the purposes of this restriction,  collateral arrangements with respect
         to the writing of options,  stock  index,  interest  rate,  currency or
         other futures, options on futures contracts and collateral arrangements
         with  respect to initial  and  variation  margin are not deemed to be a
         pledge or other encumbrance of assets.)

                  (3)  Purchase  securities  on margin,  except such  short-term
         credits as may be necessary for the clearance of purchases and sales of
         securities.  (For this  purpose,  the  deposit or payment of initial or
         variation  margin in  connection  with  futures  contracts  or  related
         options  transactions  is not  considered the purchase of a security on
         margin.)

                  (4)  Make  short  sales  of  securities  or  maintain  a short
         position  for the  Fund's  account  unless  at all  times  when a short
         position is open the Fund owns an equal  amount of such  securities  or
         owns securities  which,  without payment of any further  consideration,
         are convertible  into or exchangeable  for securities of the same issue
         as, and equal in amount to, the securities sold short.

                  (5)  Underwrite  securities  issued by other persons except to
         the extent that, in connection  with the  disposition  of its portfolio
         investments,  it may  be  deemed  to be an  underwriter  under  federal
         securities laws.

                  (6)  Purchase or sell real  estate,  although it may  purchase
         securities of issuers which deal in real estate,  including  securities
         of real estate investment trusts, and may purchase securities which are
         secured by interests in real estate.

                  (7) Make loans,  except by purchase of debt  obligations or by
         entering  into  repurchase  agreements  or,  through the lending of the
         Fund's portfolio securities.  Loans of portfolio securities may be made
         with respect to up to 100% of a Fund's total assets in the case of each
         Fund (except the International  Core and Currency Hedged  International
         Core  Funds),  and with respect to not more than 25% of total assets in
         the  case  of  each  of the  International  Core  and  Currency  Hedged
         International Core Funds.

                  (8) Invest in securities of any issuer if, to the knowledge of
         the Trust, officers and Trustees of the Trust and officers and partners
         of Grantham,  Mayo, Van Otterloo & Co. (the "Manager") who beneficially
         own  more  than 1/2 of 1% of the  securities  of that  issuer  together
         beneficially own more than 5%.

                  (9) Concentrate more than 25% of the value of its total assets
         in any one industry  (except that, as described in the Prospectus,  the
         Short-Term  Income  Fund  may  invest  up to  100%  of  its  assets  in
         obligations issued by banks).

                  (10)  Invest  in  securities  of other  investment  companies,
         except by purchase in the open market involving only customary brokers'
         commissions.  For purposes of this restriction,  foreign banks or their
         agents or subsidiaries are not considered investment companies.  (Under
         the Investment  Company Act of 1940 (the  "Investment  Company Act") no
         registered investment company may (a) invest more than 10% of its total
         assets  (taken at  current  value) in  securities  of other  investment
         companies,  (b) own securities of any one  investment  company having a
         value in excess of 5% of its total assets (taken at current value),  or
         (c)  own  more  than  3% of the  outstanding  voting  stock  of any one
         investment company.)

                  (11)  Purchase or sell  commodities  or  commodity  contracts,
         except  that the Funds  (other  than the  Short-Term  Income  Fund) may
         purchase and sell financial futures contracts and options thereon.


                  (12) Except for the Global Bond Fund, the  International  Bond
         Fund, the Domestic Bond Fund, the Currency  Hedged  International  Bond
         Fund, the Currency  Hedged  International  Core Fund, the Global Hedged
         Equity  Fund,  the  Emerging  Country  Debt Fund and the Core  Emerging
         Country Debt Fund,  invest in (a) securities  which at the time of such
         investment are not readily  marketable,  (b) securities the disposition
         of  which  is  restricted  under  federal   securities  laws,  and  (c)
         repurchase agreements maturing in more than seven days if, as a result,
         more than 10% of the Fund's total assets (taken at current value) would
         then be invested in securities described in (a), (b) and (c) above.

                  (13) In addition to the foregoing,  it is a fundamental policy
         that none of the Core Fund,  the Japan  Fund,  the Core II  Secondaries
         Fund,  the  Fundamental  Value Fund,  the  Tobacco-Free  Core Fund, the
         International Core Fund or the Currency Hedged  International Core Fund
         will acquire more than 10% of the voting securities of any issuer.

                  Notwithstanding the latitude permitted by Restrictions 1, 2, 4
         and 6 above, no Fund has any current  intention of (a) borrowing money,
         (b)  entering  into  short  sales  or  (c)  investing  in  real  estate
         investment trusts.

                  It is contrary to the present  policy of all the Funds,  which
         may be changed by the Trustees without shareholder approval, to:

                  (a) Invest in warrants or rights excluding options (other than
         warrants or rights acquired by the Fund as a part of a unit or attached
         to  securities at the time of purchase)  except that the  International
         Funds  (other  than the  International  Bond  Fund) may  invest in such
         warrants or rights so long as the aggregate value thereof (taken at the
         lower of cost or market)  does not exceed 5% of the value of the Fund's
         total net assets; provided that within this 5%, not more than 2% of its
         net assets may be invested  in warrants  that are not listed on the New
         York or American Stock Exchange or a recognized foreign exchange.

                  (b) Invest in  securities of an issuer,  which,  together with
         any predecessors or controlling persons, has been in operation for less
         than three  consecutive  years if, as a result,  the  aggregate of such
         investments  would  exceed 5% of the value of the  Fund's  net  assets;
         except that this  restriction  shall not apply to any obligation of the
         U.S. Government or its  instrumentalities or agencies;  and except that
         this restriction shall not apply to the investments of the Japan Fund.

                  (c) Write,  purchase or sell options on particular  securities
         (as opposed to market indices) except that (i) any of the International
         Funds and the  Domestic  Bond Fund may (A) with  respect  to all or any
         part of its portfolio securities, write covered call options or covered
         put options and enter into closing purchase  transactions  with respect
         to such  options,  and (B) in  combination  therewith,  or  separately,
         purchase put and call options;  and (ii) the Fundamental Value Fund may
         purchase put options and write  covered  call options on its  portfolio
         securities; provided that in each case the premiums paid by the Fund on
         all  outstanding  options it has purchased do not exceed 5% (10% in the
         case of each of the International  Bond Fund, the Global Bond Fund, the
         Currency Hedged International Bond Fund, the Core Emerging Country Debt
         Fund and the Emerging Country Debt Fund) of its total assets.  Any Fund
         may enter into closing sale transactions with respect to options it has
         purchased.

                  (d) Buy or sell oil, gas or other  mineral  leases,  rights or
         royalty contracts.

                  (e) Make  investments  for the purpose of gaining control of a
         company's management.

                  (f) In the case of the  International  Bond Fund, the Domestic
         Bond Fund,  the Currency  Hedged  International  Bond Fund,  the Global
         Hedged  Equity Fund,  and the  Emerging  Country Debt Fund and the Core
         Emerging  Country  Debt  Fund,  purchase  securities  restricted  as to
         resale, if, as a result, such investments would exceed 15% of the value
         of the Fund's net assets,  excluding  restricted  securities  that have
         been  determined by the Trustees of the Fund (or the person  designated
         by them to make such determinations) to be readily marketable.

                  Except as indicated above in Restriction No. 1, all percentage
         limitations on investments  set forth herein and in the Prospectus will
         apply at the time of the  making  of an  investment  and  shall  not be
         considered  violated  unless an excess or  deficiency  occurs or exists
         immediately after and as a result of such investment.

                  The phrase "shareholder  approval," as used in the Prospectus,
         and  the  phrase  "vote  of  a  majority  of  the  outstanding   voting
         securities,"  as  used  herein  with  respect  to  a  Fund,  means  the
         affirmative  vote of the lesser of (1) more than 50% of the outstanding
         shares  of that  Fund,  or (2) 67% or more of the  shares  of that Fund
         present  at a meeting  if more than 50% of the  outstanding  shares are
         represented at the meeting in person or by proxy.

                INCOME, DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

                  Each  Fund  intends  to  qualify  each  year  as  a  regulated
         investment  company under  Subchapter M of the Internal Revenue Code of
         1986, as amended (the "Code").  In order to so qualify,  the Fund must,
         among other  things,  (a) derive at least 90% of its gross  income from
         dividends, interest, payments with respect to certain securities loans,
         and gains from the sale of stock, securities and foreign currencies, or
         other income (including but not limited to gains from options,  futures
         or forward contracts) derived with respect to its business of investing
         in such stock,  securities or  currencies;  (b) derive less than 30% of
         its gross  income  from  gains  from the sale or other  disposition  of
         securities and certain other assets (including certain foreign currency
         contracts) held for less than three months; (c) distribute at least 90%
         of its  dividend,  interest  and certain  other income  (including,  in
         general,  short-term  capital  gains) each year;  and (d) diversify its
         holdings so that, at the end of each fiscal quarter (i) at least 50% of
         the market  value of the Fund's  assets is  represented  by cash items,
         U.S. Government  securities,  securities of other regulated  investment
         companies,  and other securities,  limited in respect of any one issuer
         to a value not greater  than 5% of the value of the Fund's total assets
         and 10% of the outstanding  voting securities of such issuer,  and (ii)
         not  more  than 25% of the  value  of its  assets  is  invested  in the
         securities (other than those of the U.S.  Government or other regulated
         investment companies) of any one issuer or of two or more issuers which
         the Fund controls and which are engaged in the same, similar or related
         trades or  businesses.  So long as a Fund  qualifies for treatment as a
         regulated  investment company,  the Fund will not be subject to federal
         income tax on income paid to its  shareholders in the form of dividends
         or capital gain distributions.

                  The tax status of each Fund and the distributions which it may
         make are summarized in the Prospectus  under the heading  "Taxes." Each
         Fund intends to pay out  substantially  all of its ordinary  income and
         net short-term  capital gains, and to distribute  substantially  all of
         its net capital  gain,  if any,  after giving  effect to any  available
         capital  loss  carry-over.  Net  capital  gain  is  the  excess  of net
         long-term  capital gain over net  short-term  capital  loss.  It is the
         policy  of each  Fund to make  distributions  sufficient  to avoid  the
         imposition  of a 4% excise tax on certain  undistributed  amounts.  The
         recognition  of certain losses upon the sale of shares of a Fund may be
         limited  to the extent  shareholders  dispose of shares of one Fund and
         invest in shares of the same or another Fund.

                  The Funds' transactions in options, futures contracts, hedging
         transactions,  forward contracts,  straddles and foreign currencies may
         accelerate  income,  defer  losses,  cause  adjustments  in the holding
         periods of the Funds' securities and convert  short-term  capital gains
         or  losses  into  long-term  capital  gains  or  losses.  Qualification
         segments noted above may restrict the Fund's ability to engage in these
         transactions,  and these transactions may affect the amount, timing and
         character of distributions to shareholders.

                  Investment  by the  International  Funds in  certain  "passive
         foreign  investment  companies"  could subject a Fund to a U.S. federal
         income tax or other charge on  distributions  received from or the sale
         of its investment in such a company,  which tax cannot be eliminated by
         making distributions to Fund shareholders.  If the Fund elects to treat
         a passive foreign investment company as a "qualified electing fund," or
         elects the  mark-to-market  election under proposed  regulation 1291.8,
         different  rules  would  apply,  although  the Fund does not  currently
         expect to be in the position to make such elections.

                  In general,  all dividends  derived from  ordinary  income and
         short-term  capital gain are taxable to  investors  as ordinary  income
         (subject  to  special  rules  concerning  the  extent of the  dividends
         received   deduction  for  corporations)  and  long-term  capital  gain
         distributions  are taxable to  investors as  long-term  capital  gains,
         whether such dividends or distributions are received in shares or cash.
         Tax exempt  organizations  or entities will generally not be subject to
         federal income tax on dividends or  distributions  from a Fund,  except
         certain  organizations  or  entities,  including  private  foundations,
         social clubs,  and others,  which may be subject to tax on dividends or
         capital  gains.  Each  organization  or entity  should  review  its own
         circumstances and the federal tax treatment of its income.

                  The   dividends-received   deduction  for  corporations   will
         generally apply to a Fund's  dividends paid from  investment  income to
         the extent  derived from  dividends  received by the Fund from domestic
         corporations.

                  Certain of the Funds which invest in foreign securities may be
         subject to foreign  withholding  taxes on income and gains derived from
         foreign  investments.  Such taxes would reduce the yield on the Trust's
         investments,  but,  as  discussed  in the  Prospectus,  may be taken as
         either a deduction or a credit by U.S. citizens and corporations if the
         Fund makes the election described in the Prospectus.

                            MANAGEMENT OF THE TRUST

                  The  Trustees  and  officers of the Trust and their  principal
         occupations during the past five years are as follows:

         R. Jeremy Grantham*.  President-Domestic Quantitative and
         Trustee of the Trust.  Partner, Grantham, Mayo, Van Otterloo
         & Co. (investment adviser).

         Harvey R. Margolis.  Trustee of the Trust.  Mathematics
         Professor, Boston College.

         Eyk del Mol Van Otterloo*.  President-International and
         Trustee of the Trust.  Partner, Grantham, Mayo,
         Van Otterloo & Co.

         Richard Mayo*.  President-Domestic Active of the Trust.
         Partner, Grantham, Mayo, Van Otterloo & Co.

         Kingsley Durant*.  Vice President, Treasurer, Secretary, Clerk
         of the Trust.  Partner, Grantham, Mayo, Van Otterloo & Co.

         *Deemed to be an "interested  person" of the Trust, as defined
         by the 1940 Act.

                  The mailing  address of each of the  officers  and Trustees is
         c/o GMO  Trust,  40  Rowes  Wharf,  Boston,  Massachusetts  02110.  The
         Trustees  and  officers of the Trust as a group own less than 1% of any
         class of outstanding shares of the Trust.

                  Except as  stated  above,  the  principal  occupations  of the
         officers  and  Trustees  for the last  five  years  have  been with the
         employers  as shown  above,  although  in some  cases  they  have  held
         different positions with such employers.

                  The  Manager  pays  the  Trustees  other  than  those  who are
         interested persons of the Manager an annual fee of $19,000.

                  Messrs.  Grantham, Van Otterloo,  Mayo and Durant, as partners
         of the Manager, will benefit from the management fees paid by each Fund
         of the Trust.

                     INVESTMENT ADVISORY AND OTHER SERVICES

         Management Contracts

                  As disclosed in the Prospectus  under the heading  "Management
         of the Fund," under separate  Management  Contracts (each a "Management
         Contract")  between the Trust and  Grantham,  Mayo,  Van Otterloo & Co.
         (the "Manager"),  subject to such policies as the Trustees of the Trust
         may  determine,  the Manager will furnish  continuously  an  investment
         program for each Fund and will make  investment  decisions on behalf of
         the Fund and place all orders for the  purchase  and sale of  portfolio
         securities.  Subject to the control of the  Trustees,  the Manager also
         manages,  supervises and conducts the other affairs and business of the
         Trust,  furnishes office space and equipment,  provides bookkeeping and
         certain clerical  services and pays all salaries,  fees and expenses of
         officers and Trustees of the Trust who are affiliated with the Manager.
         As indicated  under  "Portfolio  Transactions  --Brokerage and Research
         Services,"  the  Trust's  portfolio  transactions  may be  placed  with
         broker-dealers which furnish the Manager, at no cost, certain research,
         statistical and quotation  services of value to the Manager in advising
         the Trust or its other clients.

                  As is disclosed in the Prospectus,  the Manager's compensation
         will be reduced to the extent that any Fund's annual expenses  incurred
         in  the  operation  of the  Fund  (including  the  management  fee  but
         excluding brokerage  commissions,  extraordinary  expenses,  securities
         lending fees and expenses and transfer  taxes,  and, in the case of the
         Japan Fund,  the  Emerging  Markets Fund and the Global  Hedged  Equity
         Fund,  custodial fees, and in the case of the Global Hedged Equity Fund
         only,  also  excluding  hedging  transaction  fees)  would  exceed  the
         percentage of the Fund's  average daily net assets  described  therein.
         Because the Manager's  compensation is fixed at an annual rate equal to
         this expense limitation,  it is expected that the Manager will pay such
         expenses (with the exceptions  noted) as they arise.  In addition,  the
         Manager's  compensation  under the  Management  Contract  is subject to
         reduction  to the extent that in any year the  expenses of the relevant
         Fund exceed the limits on investment  company  expenses  imposed by any
         statute or regulatory  authority of any jurisdiction in which shares of
         such Fund are  qualified  for offer and sale.  The term  "expenses"  is
         defined in the  statutes or  regulations  of such  jurisdictions,  and,
         generally speaking, excludes brokerage commissions, taxes, interest and
         extraordinary  expenses.  No Fund is  currently  subject  to any  state
         imposed limit on expenses.

                  Each Management  Contract  provides that the Manager shall not
         be subject to any liability in connection  with the  performance of its
         services thereunder in the absence of willful  misfeasance,  bad faith,
         gross negligence or reckless disregard of its obligations and duties.

                  Each  Management  Contract was approved by the Trustees of the
         Trust  (including the Trustee who is not an "interested  person" of the
         Manager) and by the relevant Fund's sole shareholder in connection with
         the organization of the Trust and the  establishment of the Funds. Each
         Management  Contract will continue in effect for a period more than two
         years from the date of its execution only so long as its continuance is
         approved  at least  annually  by (i) vote,  cast in person at a meeting
         called for that  purpose,  of a majority (or one, if there is only one)
         of those  Trustees who are not  "interested  persons" of the Manager or
         the Trust,  and by (ii) the  majority  vote of either the full Board of
         Trustees  or the vote of a majority  of the  outstanding  shares of the
         relevant Fund. Each  Management  Contract  automatically  terminates on
         assignment,  and is  terminable on not more than 60 days' notice by the
         Trust to the Manager.  In  addition,  each  Management  Contract may be
         terminated on not more than 60 days'  written  notice by the Manager to
         the Trust.

                  In the  last  three  fiscal  years  the  Funds  have  paid the
         following  amounts as  Management  Fees to the Manager  pursuant to the
         relevant Management Contract:

<TABLE>
<CAPTION>

                                      Gross            Reduction           Net

         <S>                     <C>              <C>                <C>
         CORE FUND

         Year ended 2/295        $10,703,745      $ 1,492,476        $ 9,211,269
         Year ended 2/28/        $ 9,872,383      $ 1,323,098        $ 8,549,285
         Year ended 2/26/93      $12,080,377      $ 1,424,465        $10,655,912

         INTERNATIONAL CORE FUND

         Year ended 2/28/95      $19,964,039      $ 3,849,845        $16,114,194
         Year ended 2/28/94      $12,131,276      $ 2,974,235        $ 9,157,041
         Year ended 2/26/93      $ 4,498,002      $ 1,290,142        $ 3,207,860

         GROWTH ALLOCATION FUND

         Year ended 2/28/95      $ 1,063,102      $   162,479        $   900,623
         Year ended 2/28/94      $   732,330      $   136,305        $   596,025
         Year ended 2/26/93      $ 1,009,458      $   143,307        $   866,151

         SHORT-TERM INCOME FUND

         Year ended 2/28/95      $    32,631      $    24,693        $     7,938
         Year ended 2/28/94      $    25,648      $    25,012        $       636
         Year ended 2/26/93      $    31,464      $    31,464        $         0

         JAPAN FUND

         Year ended 2/28/95      $ 3,394,922      $   113,442        $ 3,281,480
         Year ended 2/28/94      $ 2,985,621      $   116,523        $ 2,869,098
         Year ended 2/26/93      $ 1,827,062      $   120,816        $ 1,706,246

         VALUE ALLOCATION FUND

         Year ended 2/28/95      $ 3,144,806      $   612,779        $ 2,532,027
         Year ended 2/28/94      $ 7,860,120      $ 1,319,736        $ 6,540,384
         Year ended 2/26/93      $ 6,383,292      $ 1,109,271        $ 5,274,021

         TOBACCO-FREE CORE FUND

         Year ended 2/28/95      $   260,209      $   140,422       $    119,787
         Year ended 2/28/94      $   285,625      $   123,056       $    162,569
         Year ended 2/26/93      $   462,477      $   144,724       $    317,753

         FUNDAMENTAL VALUE FUND

         Year ended 2/28/95      $ 1,297,348      $   118,250       $  1,179,098
         Year ended 2/28/94      $   847,075      $   131,219       $    715,856
         Year ended 2/26/93      $   302,376      $   119,657       $    182,719

         CORE II SECONDARIES FUND

         Year ended 2/28/95      $   865,852      $   187,546       $    678,306
         Year ended 2/28/94      $   626,163      $   154,249       $    471,914
         Year ended 2/26/93      $   414,388      $   132,039       $    282,349

         INTERNATIONAL SMALL COMPANIES FUND

         Year ended 2/28/95      $ 2,184,055      $ 1,368,080       $    815,975
         Year ended 2/28/94      $   833,440      $   625,615       $    207,825
         Year ended 2/26/93      $   366,646      $   320,728       $     45,918

         U.S. SECTOR ALLOCATION FUND

         Year ended 2/28/95      $   934,108      $   179,986       $    754,122
         Year ended 2/28/94      $   848,089      $   141,400       $    706,689
         Commencement of
           Operations            $   125,141      $    61,672       $     63,469
           (1/04/93) - 2/26/93

         INTERNATIONAL BOND FUND

         Year ended 2/28/95      $   345,558      $   181,243       $    164,315
         Commencement of
           Operations            $    23,776      $    23,776       $          0
         (12/22/93) - 2/28/94

         EMERGING MARKETS FUND

         Year ended 2/28/95      $ 3,004,553      $         0       $  3,004,553
         Commencement of
           Operations            $   158,043      $    18,574       $    139,469
         (12/8/93) - 2/28/94

         EMERGING COUNTRY DEBT FUND

         Commencement of
           Operations            $   417,918      $   174,820       $    243,098
         (4/19/94) - 2/28/95

         GLOBAL HEDGED EQUITY FUND

         Commencement of
           Operations            $   324,126      $    80,409       $    243,717
         (7/29/94) - 2/28/95

         DOMESTIC BOND FUND

         Commencement of
           Operations            $    95,643      $    68,732       $     26,911
         (8/18/94) - 2/28/95

         CURRENCY HEDGED INTERNATIONAL BOND FUND

         Commencement of
           Operations            $   306,031      $   173,302       $    132,729
         (9/30/94) - 2/28/95
</TABLE>

                  Custodial   Arrangements.   Investors  Bank  &  Trust  Company
         ("IBT"),  One Lincoln Plaza,  Boston,  Massachusetts  02205,  and Brown
         Brothers Harriman & Co. ("BBH"), 40 Water Street, Boston, Massachusetts
         02109 serve as the Trust's  custodians on behalf of the Funds. As such,
         IBT or BBH  holds  in  safekeeping  certificated  securities  and  cash
         belonging to a Fund and, in such capacity,  is the registered  owner of
         securities in book-entry  form belonging to a Fund.  Upon  instruction,
         IBT or BBH  receives  and  delivers  cash and  securities  of a Fund in
         connection with Fund  transactions and collects all dividends and other
         distributions made with respect to Fund portfolio  securities.  Each of
         IBT and BBH also  maintains  certain  accounts and records of the Trust
         and  calculates  the total net asset  value,  total net  income and net
         asset  value per share of each Fund on a daily  basis.  The Japan  Fund
         pays its own custodial charges. The Manager has voluntarily agreed with
         the Trust to reduce its  management  fees and to bear certain  expenses
         with  respect to each Fund until  further  notice to the extent  that a
         Fund's   total   annual   operating   expenses   (excluding   brokerage
         commissions,   extraordinary  expenses,  securities  lending  fees  and
         expenses  and  transfer  taxes;  and,  in the case of the  Japan  Fund,
         Emerging  Markets  Fund  and  Global  Hedged  Equity  Fund,   excluding
         custodial fees; and, in the case of the Global Hedged Equity Fund only,
         also excluding  hedging  transaction  fees) would otherwise  exceed the
         percentage of that Fund's daily net assets specified  below.  Therefore
         so long as the  Manager  agrees so to reduce  its fee and bear  certain
         expenses, total annual operating expenses (subject to such exclusions,)
         of the Fund will not exceed  this  stated  limitation.  The Manager has
         also agreed  with  respect to the  Emerging  Markets  Fund that,  until
         further  notice,  it will limit its management fee with respect to this
         Fund to 0.98%  regardless of the total operating  expenses of the Fund.
         Absent such agreement by the Manager to waive its fees, management fees
         for each Fund and the annual operating  expenses for each Fund would be
         as stated in the Prospectus.

                  Independent  Accountants.  The Trust's independent accountants
         are Price  Waterhouse  LLP, 160 Federal Street,  Boston,  Massachusetts
         02110.  Price  Waterhouse  LLP  conducts  annual  audits of the Trust's
         financial statements, assists in the preparation of each Fund's federal
         and state income tax returns,  consults with the Trust as to matters of
         accounting   and  federal  and  state  income   taxation  and  provides
         assistance in connection with the preparation of various Securities and
         Exchange Commission filings.

                             PORTFOLIO TRANSACTIONS

                  The purchase and sale of  portfolio  securities  for each Fund
         and for the other  investment  advisory clients of the Manager are made
         by the Manager with a view to  achieving  their  respective  investment
         objectives.  For example,  a particular  security may be bought or sold
         for  certain  clients  of the  Manager  even  though it could have been
         bought  or sold  for  other  clients  at the  same  time.  Likewise,  a
         particular  security  may be bought for one or more clients when one or
         more  other  clients  are  selling  the  security.  In some  instances,
         therefore,  one client may sell  indirectly  a  particular  security to
         another  client.   It  also  happens  that  two  or  more  clients  may
         simultaneously buy or sell the same security,  in which event purchases
         or sales are effected on a pro rata,  rotating or other equitable basis
         so as to  avoid  any one  account's  being  preferred  over  any  other
         account.

                  Transactions   involving  the  issuance  of  Fund  shares  for
         securities  or assets  other than cash,  will be limited to a bona fide
         reorganization  or  statutory  merger  and  to  other  acquisitions  of
         portfolio  securities  that meet all of the following  conditions:  (a)
         such  securities  meet the  investment  objectives  and policies of the
         Fund;  (b) such  securities  are  acquired for  investment  and not for
         resale;  (c)  such  securities  are  liquid  securities  which  are not
         restricted as to transfer either by law or liquidity of market; and (d)
         such  securities  have  a  value  which  is  readily  ascertainable  as
         evidenced by a listing on the  American  Stock  Exchange,  the New York
         Stock Exchange, NASDAQ or a recognized foreign exchange.

                  Brokerage  and Research  Services.  In placing  orders for the
         portfolio  transactions  of each Fund,  the Manager  will seek the best
         price and execution available, except to the extent it may be permitted
         to pay higher brokerage commissions for brokerage and research services
         as described below. The determination of what may constitute best price
         and execution by a broker-dealer in effecting a securities  transaction
         involves a number of considerations, including, without limitation, the
         overall  net  economic  result  to the Fund  (involving  price  paid or
         received and any commissions and other costs paid), the efficiency with
         which  the   transaction  is  effected,   the  ability  to  effect  the
         transaction at all where a large block is involved, availability of the
         broker to stand ready to execute possibly difficult transactions in the
         future and the financial strength and stability of the broker.  Because
         of such factors, a broker-dealer  effecting a transaction may be paid a
         commission higher than that charged by another  broker-dealer.  Most of
         the foregoing are judgmental considerations.

                  Over-the-counter transactions often involve dealers acting for
         their own account. It is the Manager's policy to place over-the-counter
         market orders for the Domestic  Funds with primary market makers unless
         better prices or executions are available elsewhere.

                  Although the Manager does not consider the receipt of research
         services  as  a  factor  in  selecting   brokers  to  effect  portfolio
         transactions  for a Fund,  the Manager will receive such  services from
         brokers who are expected to handle a  substantial  amount of the Funds'
         portfolio transactions. Research services may include a wide variety of
         analyses, reviews and reports on such matters as economic and political
         developments, industries, companies, securities and portfolio strategy.
         The Manager uses such  research in servicing  other  clients as well as
         the Funds.

                  As permitted by Section 28(e) of the  Securities  Exchange Act
         of 1934 and subject to such  policies as the  Trustees of the Trust may
         determine,  the Manager may pay an  unaffiliated  broker or dealer that
         provides  "brokerage and research  services" (as defined in the Act) to
         the  Manager  an  amount  of  commission   for  effecting  a  portfolio
         investment  transaction  in excess of the amount of commission  another
         broker or dealer would have charged for effecting that transaction.

                  During the three most recent fiscal years,  the Trust paid, on
         behalf of the Funds, the following amounts in brokerage commissions:

<TABLE>
<CAPTION>

                                           1993            1994            1995           Total

<S>                                    <C>             <C>             <C>             <C>        
Core Fund                              $ 2,470,801     $ 1,176,157     $ 4,641,334     $ 8,288,292
Growth Allocation Fund                     222,747         159,018         211,476     $   593,241
SAF Core Fund                              249,717         158,642            --       $   408,359
Value Allocation Fund                    1,803,808       1,911,868       1,523,065     $ 5,238,741
Short-Term Income Fund                        --              --              --              --
International Core Fund                  1,505,681       2,911,201       4,518,970     $ 8,935,852
Japan Fund                                 447,978         138,019       1,038,223     $ 1,624,220
Tobacco-Free Core Fund                     120,642          70,113         126,491     $   317,246
Fundamental Value Fund                     184,309         508,267         444,239     $ 1,136,815
International Small Companies Fund          54,565         279,639         470,900     $   805,104
Bond Allocation Fund                         3,046          34,238          29,533     $    66,817
Core II Secondaries Fund                    34,155         127,191         211,451     $   372,797
U.S. Sector Allocation Fund                 29,586         166,982         434,291     $   630,859
International Bond Fund                       --             1,340           3,251     $     4,591
Emerging Markets Fund                         --           423,879       2,668,508     $ 3,092,387
Emerging Country Debt Fund                    --              --              --              --
Global Hedged Equity Fund                     --              --           146,893     $   146,893
Domestic Bond Fund                            --              --              --              --
Currency Hedged International Bond            --              --              --              --
   Fund
                                       $ 7,127,035     $ 8,066,554     $16,468,625     $31,662,214

</TABLE>

                DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES

                 The Trust is organized as a Massachusetts  business trust under
         the laws of  Massachusetts  by an Agreement  and  Declaration  of Trust
         ("Declaration of Trust") dated June 24, 1985. A copy of the Declaration
         of  Trust  is on  file  with  the  Secretary  of  The  Commonwealth  of
         Massachusetts. The fiscal year for each Fund ends on February 28.

                  Pursuant  to the  Declaration  of  Trust,  the  Trustees  have
         currently  authorized  the issuance of an unlimited  number of full and
         fractional  shares of  twenty-four  series:  the Core  Fund;  the Value
         Allocation  Fund;  the Growth  Allocation  Fund;  the Pelican Fund; the
         Short-Term  Income Fund; the Core II Secondaries  Fund; the Fundamental
         Value Fund,  the  Tobacco-Free  Core Fund; the U.S.  Sector  Allocation
         Fund; the Conservative  Equity Fund; the  International  Core Fund; the
         Japan Fund; the Core Emerging Country Debt Fund; the International Bond
         Fund; the Emerging  Markets Fund;  the Emerging  Country Debt Fund; the
         Domestic Bond Fund; the Currency  Hedged  International  Bond Fund; the
         Global Hedged Equity Fund; the Currency Hedged International Core Fund;
         the International  Small Companies Fund; the REIT Fund; the Global Bond
         Fund, and the Global Core Fund.  Interests in each portfolio (Fund) are
         represented by shares of the corresponding  series.  Each share of each
         series represents an equal proportionate  interest,  together with each
         other share,  in the  corresponding  Fund. The shares of such series do
         not  have  any  preemptive   rights.   Upon   liquidation  of  a  Fund,
         shareholders of the corresponding series are entitled to share pro rata
         in  the  net  assets  of  the  Fund  available  for   distribution   to
         shareholders.  The  Declaration  of Trust also  permits the Trustees to
         charge  shareholders  directly  for  custodial,   transfer  agency  and
         servicing  expenses,  but there is no  present  intention  to make such
         charges.

                 The  Declaration  of Trust also permits the  Trustees,  without
         shareholder  approval,  to subdivide  any series of shares into various
         sub-series of shares with such dividend preferences and other rights as
         the  Trustees  may  designate.  While  the  Trustees  have  no  current
         intention  to  exercise  this  power,  it is  intended to allow them to
         provide  for an  equitable  allocation  of  the  impact  of any  future
         regulatory   requirements   which  might  affect  various   classes  of
         shareholders  differently.  The Trustees may also, without  shareholder
         approval,  establish one or more  additional  separate  portfolios  for
         investments  in the  Trust or merge  two or more  existing  portfolios.
         Shareholders'  investments in such a portfolio  would be evidenced by a
         separate series of shares.

                 The  Declaration of Trust provides for the perpetual  existence
         of the Trust. The Trust, however, may be terminated at any time by vote
         of at least  two-thirds of the outstanding  shares of the Trust.  While
         the  Declaration  of Trust further  provides that the Trustees may also
         terminate the Trust upon written notice to the  shareholders,  the 1940
         Act requires that the Trust receive the  authorization of a majority of
         its outstanding shares in order to change the nature of its business so
         as to cease to be an investment company.

         Voting Rights

                 As summarized in the Prospectus,  shareholders  are entitled to
         one vote for each full share held (with fractional votes for fractional
         shares  held)  and will vote (to the  extent  provided  herein)  in the
         election  of  Trustees  and the  termination  of the Trust and on other
         matters  submitted to the vote of  shareholders.  Shareholders  vote by
         individual  Fund  on  all  matters  except  (i)  when  required  by the
         Investment  Company Act of 1940, shares shall be voted in the aggregate
         and not by individual  Fund, and (ii) when the Trustees have determined
         that the matter  affects only the interests of one or more Funds,  then
         only  shareholders  of such Funds shall be  entitled  to vote  thereon.
         Shareholders  of one Fund  shall  not be  entitled  to vote on  matters
         exclusively  affecting  another Fund, such matters  including,  without
         limitation,  the  adoption of or change in the  investment  objectives,
         policies  or  restrictions  of the other Fund and the  approval  of the
         investment advisory contracts of the other Fund.

                 There will  normally  be no meetings  of  shareholders  for the
         purpose of electing  Trustees  except that in accordance  with the 1940
         Act (i) the Trust will hold a shareholders' meeting for the election of
         Trustees at such time as less than a majority of the  Trustees  holding
         office have been elected by shareholders, and (ii) if, as a result of a
         vacancy in the Board of Trustees,  less than two-thirds of the Trustees
         holding office have been elected by the shareholders,  that vacancy may
         only be filled by a vote of the shareholders. In addition, Trustees may
         be removed  from office by a written  consent  signed by the holders of
         two-thirds  of the  outstanding  shares  and  filed  with  the  Trust's
         custodian or by a vote of the holders of two-thirds of the  outstanding
         shares at a meeting duly called for the purpose, which meeting shall be
         held upon the  written  request of the  holders of not less than 10% of
         the outstanding shares. Upon written request by the holders of at least
         1% of the  outstanding  shares stating that such  shareholders  wish to
         communicate  with the other  shareholders  for the purpose of obtaining
         the signatures  necessary to demand a meeting to consider  removal of a
         Trustee,  the Trust has undertaken to provide a list of shareholders or
         to disseminate  appropriate materials (at the expense of the requesting
         shareholders).  Except as set forth above,  the Trustees shall continue
         to hold office and may appoint  successor  Trustees.  Voting rights are
         not cumulative.

                 No amendment  may be made to the  Declaration  of Trust without
         the  affirmative  vote of a majority of the  outstanding  shares of the
         Trust  except  (i) to  change  the  Trust's  name or to cure  technical
         problems in the  Declaration of Trust and (ii) to establish,  designate
         or modify new and  existing  series or  sub-series  of Trust  shares or
         other  provisions  relating to Trust  shares in response to  applicable
         laws or regulations.

         Shareholder and Trustee Liability

                 Under  Massachusetts  law,  shareholders  could,  under certain
         circumstances,  be held  personally  liable for the  obligations of the
         Trust.   However,  the  Declaration  of  Trust  disclaims   shareholder
         liability for acts or obligations of the Trust and requires that notice
         of  such  disclaimer  be  given  in  each  agreement,   obligation,  or
         instrument  entered into or executed by the Trust or the Trustees.  The
         Declaration  of  Trust  provides  for  indemnification  out of all  the
         property  of  the  relevant  Fund  for  all  loss  and  expense  of any
         shareholder of that Fund held personally  liable for the obligations of
         the Trust. Thus, the risk of a shareholder  incurring financial loss on
         account of  shareholder  liability  is  considered  remote  since it is
         limited to circumstances in which the disclaimer is inoperative and the
         Fund of which he is or was a  shareholder  would be  unable to meet its
         obligations.

                 The  Declaration  of Trust  further  provides that the Trustees
         will not be liable for errors of  judgment  or mistakes of fact or law.
         However, nothing in the Declaration of Trust protects a Trustee against
         any liability to which the Trustee would otherwise be subject by reason
         of  willful  misfeasance,  bad faith,  gross  negligence,  or  reckless
         disregard  of the duties  involved in the  conduct of his  office.  The
         By-laws of the Trust  provide for  indemnification  by the Trust of the
         Trustees  and the  officers  of the Trust  except  with  respect to any
         matter as to which  any such  person  did not act in good  faith in the
         reasonable  belief  that his action  was in or not  opposed to the best
         interests of the Trust. Such person may not be indemnified  against any
         liability  to the  Trust or the  Trust  shareholders  to which he would
         otherwise be subject by reason of willful misfeasance, bad faith, gross
         negligence or reckless  disregard of the duties involved in the conduct
         of his office.

         Beneficial Owners of 5% or More of the Fund's Shares

                 The  following  chart  sets  forth  the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding shares of the Core Fund as of June 15, 1995:
<TABLE>
<CAPTION>

         Name                                        Address                                    % Ownership

         <S>                                    <C>                                                  <C> 
         Employee Retirement Plan of            201 Fourth Street                                    5.36
           Safeway IN                           Oakland, CA  94660

         NRECA                                  Attn:  Peter Morris                                  7.46
                                                1800 Massachusetts Ave. NW
                                                Washington, DC  20036
</TABLE>

                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the  outstanding  shares of the  International  Core Fund as of
         June 15, 1995:

<TABLE>
<CAPTION>
         Name                                  Address                                           % Ownership

         <S>                                    <C>                                                  <C>
         RJR Nabisco Defined Benefits           Attn:  Sandy Breda                                   5.70
           Master Trust -                       P.O. Box 3099
           International Accounts               Winston-Salem, NC  27150

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding shares of the Growth Allocation Fund as of June
         15, 1994:

<TABLE>
<CAPTION>
         Name                                   Address                                         % Ownership

         <S>                                    <C>                                                  <C>
         Aerospace Corporation                  Attn:  Mutual Funds                                  11.14
         Retirement Plan                        P.O. Box 92956
         Northern Trust Co.                     Chicago, IL  60675


         John D. MacArthur &                    Attn:  Lawrence L.. Landry                            8.48
           Catherine T. MacArth                 140 South Dearborn
           Foundation                           Suite 1100
                                                Chicago, IL  60603

         Yale University                        230 Prospect Street                                  15.11
                                                Attn:  Theodore D. Seides
                                                New Haven, CT  06511

         Surdna Foundation Inc.                 1155 Avenue of the Americas                          13.88
                                                16th Floor
                                                New York, NY  10036

         Collins Group Trust I                  840 Newport Center Dr.                               10.96
                                                Newport Beach, CA  92660

         Duke University                        2200 West Main St.                                    6.21
           Long Term Endowment                  Suite 1000
                                                Attn:  Deborah Lane
                                                Durham, NC  27705

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding shares of the Japan Fund as of June 15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                          % Ownership

         <S>                                    <C>                                                  <C>  
         International Monetary Staff           700 19th St., NW                                     63.96
           Retirement Fund                      Attn:  Hillary Boardman
                                                Washington, DC  20431

         SIMI Client #05                        2000 K Street, NW                                     8.56
                                                Suite 400
                                                Washington, DC  20006

         Gordon Family Trust                    c/o Strategic Investment Management                  27.45
                                                1001 19th Street North, 16th Floor
                                                Arlington, VA  22209-1722

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding shares of the Short-Term Income Fund as of June
         15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                          % Ownership

         <S>                                   <C>                                                   <C>
         MJH Foundation                         Attn:  J. Michael Burris                             61.66
           Martha Jefferson Hospital            459 Locust Avenue
                                                Charlottesville, VA  22902

         Liu Chong Hing Bank                    Liu Chong Hing Bank Building                         14.58
           Ltd Provident Fund                   24 Des Voeux Road Central
                                                Hong Kong

         Protestant Episcopal                   Treasurer                                            5.79
           Cathedral Foundation                 Mount Saint Alban
                                                Washington, DC  20016

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding  shares of the Value Allocation Fund as of June
         15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                          % Ownership

         <S>                                    <C>                                                  <C>
         Duke University Long Term              Duke Management Co.                                  6.20
           Endowment Fund                       2200 West Main Street
                                                Suite 1000
                                                Durham, NC  27705

          International Monetary Staff          700 19th St., NW                                     10.58
           Retirement Fund                      Attn:  Hillary Boardman
                                                Washington, DC  20431

         Leland Stanford Junior                 Stanford Management Company                          21.15
           University II                        2770 Sand Hill Road
                                                Menlo Park, CA  94025

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding shares of the Fundamental Value Fund as of June
         15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                          % Ownership

         <S>                                    <C>                                                  <C>
         Princeton University Trustee           Attn:  John D. Sweeney                               5.17
                                                P.O. Box 35
                                                Princeton, NJ  08544

         Yale University                        230 Prospect Street                                 29.02
                                                Attn:  Theodore D. Seides
                                                New Haven, CT  06511

         Berea College                          Box 2306                                            15.70
                                                Attn:  Mr. Leigh A. Jones
                                                Berea, KY  40404

         Leland Stanford Junior                 Stanford Management Company                         31.58
           University II                        2770 Sand Hill Road
                                                Menlo Park, CA  04025

         Wachovia Bank Trustee                  P.O. Box 3099                                       18.44
           RJR Nabisco Inc.                     301 North Main Street
           Defined Benefit/Master               Winston-Salem, NC  27150
           Trust - FVF

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the  outstanding  shares of the Core II Secondaries  Fund as of
         June 15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                         % Ownership

         <S>                                    <C>                                                  <C>  
         The Andrew W. Mellon Foundation        140 E. 62nd Street                                   13.09
                                                Attn:  Kenneth J. Herr, Treasurer
                                                New York, NY  10021

         Cheyne Walk Trust                      Pearce Investments Ltd.                              7.77
                                                Attn:  Howard Reynolds
                                                1325 Air Motive Way, Suite 262
                                                Reno, NV  89502

         John D. MacArthur & Catherine T.       Attn:  Lawrence L. Landry                            10.72
           MacArth Foundation                   140 South Dearborn
                                                Suite 1100
                                                Chicago, IL  60603

         Wachovia Bank Trustee                  Attn:  Julie Haynes NC  31013                        8.45
           RJR Nabisco Inc.                     P.O. Box 3099
           Defined Benefit/Master               Winston-Salem, NC  27150
           Trust

         Bost & Co./BAMF8721002                 1 Cabot Road 028-003B                                11.43
           Bell Atlantic                        Mutual Fund Operations
                                                Medford, MA  02155

         Bankers Trust Company Trustee          Attn: Geoffrey Mullen                                17.56
           GTE Service Corp Pension             280 Park Avenue - 13 East
           Trust                                New York, NY  10017

         William & Flora Hewlett                Attn: William F. Nichols                             7.79
                                                525 Middlefield Rd #200
                                                Menlo Park, CA  94025

         NationsBank Trust Co. N.A.             Attn:  SAS                                           5.04
         FBO Brookings Institution              Acc't #: 45-16-161-7467244
                                                P.O. Box 831575
                                                Dallas, TX  75283

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the  outstanding  shares of the  International  Small Companies
         Fund as of June 15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                         % Ownership

         <S>                                    <C>                                                  <C> 
         Yale University                        230 Prospect Street                                  7.97
                                                Attn:  Theodore D. Seides
                                                New Haven, CT  06511

         Bankers Trust Company Trustee          Attn:  Geoffrey Mullen                               7.02
           GTE Service Corp Pension Trust       280 Park Avenue - 13 East
                                                New York, NY  10017

         International Monetary Fund Staff      700-19th Street NW IS2-281                           5.44
           Retirement Plan                      Washington, DC  20431

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding shares of the Tobacco-Free Core Fund as of June
         15, 1995:
<TABLE>
<CAPTION>
         Name                                   Address                                          % Ownership

         <S>                                    <C>                                                  <C>  
         Dewitt Wallace-Reader's Digest         261 Madison Avenue                                   49.59
           Fund, Inc.                           24th Floor
                                                New York, NY  10016

         Lila Wallace-Reader's Digest           261 Madison Avenue                                   42.36
           Fund, Inc.                           24th Floor
                                                New York, NY  10016

         Tufts Associated HMO Inc.              353 Wyman Street                                     8.03
                                                Waltham, MA  02254

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding shares of the U.S. Sector Allocation Fund as of
         June 15, 1995:
<TABLE>
<CAPTION>
         Name                                   Address                                         % Ownership

         <S>                                    <C>  
         John D. MacArthur & Catherine T.       Attn:  Lawrence L. Landry                            54.42
           MacArthur Foundation                 140 South Dearborn, Suite 1100
                                                Chicago, IL  60603

         Trustees of Columbia University        Columbia University                                  19.37
           in the City of New York-Global       475 Riverside Drive, Suite 401
                                                New York, NY  10115

         Bost & Co./BAMF8721002                 1 Cabot Road 028-003B                                10.30
           Bell Atlantic                        Mutual Fund Operations
                                                Medford, MA  02155

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the  outstanding  shares of the  International  Bond Fund as of
         June 15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                        % Ownership

         <S>                                    <C>                                                  <C> 
         Catholic Bishop of Chicago             155 East Superior Street                             6.24
                                                Attn:  John F. Benware
                                                Chicago, IL  60611

         Bost & Co./BAMF8721002                 1 Cabot Road 028-003B                                10.55
           Bell Atlantic                        Mutual Fund Operations
                                                Medford, MA  02155

         Saturn & Co. A/C 4600712               P.O. Box 1537 Top 57                                 8.49
          c/o Investors Bank & Trust Co.        Boston, MA  02205
          FBO The John Hancock Mutual
          Life Insurance Company Pension
          Plan

         Bankers Trust Company Trustee          Attn:  Geoffrey Mullen                               28.17
           GTE Service Pension Trust            280 Park Avenue - 13 East
                                                New York, NY  10017

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding  shares of the Emerging Markets Fund as of June
         15, 1995:
<TABLE>
<CAPTION>

         Name                                   Address                                         % Ownership

         <S>                                    <C>                                                  <C> 
         Leland Stanford Jr. University II -    2770 Sand Hill Road                                  7.85
          AA Stanford Management Company        Menlo Park, CA  94025

         Bankers Trust Company Trustee          Attn:  Geoffrey Mullen                              15.882
           GTE Service Corp. Pension Trust      280 Park Avenue - 13 East
                                                New York, NY  10017

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding shares of the Domestic Bond Fund as of June 15,
         1995:
<TABLE>
<CAPTION>
         Name                                   Address                                         % Ownership

         <S>                                    <C>                                                  <C>  
         Bost & Co./BAMF8721002                 1 Cabot Road 028-003B                                23.63
           Bell Atlantic                        Mutual Fund Operations
                                                Medford, MA  02155

         Bankers Trust Company Trustee          Attn:  Geoffrey Mullen                               46.49
           GTE Service Corp. Pension Trust      280 Park Avenue - 13 East
                                                New York, NY  10017

         Princeton University TR                 Attn: John D. Sweeney                                5.00
                                                P.O. Box 35
                                                Princeton, NJ  08544

         The Edna McConnell Clark Found.        Attn: Laura Kielczewski                              5.98
                                                Ass't Financial Officer
                                                250 Park Avenue
                                                New York, NY  10177

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the  outstanding  shares of the Currency  Hedged  International
         Bond Fund as of June 15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                         % Ownership

         <S>                                    <C>                                                  <C>   
         Princeton University Tr.               Attn:  John D. Sweeney                               9.20
                                                P.O. Box 35
                                                Princeton, NJ  08544

         Bost & Co./BAMF8721002                 1 Cabot Road 028-003B                                16.96
           Bell Atlantic                        Mutual Fund Operations
                                                Medford, MA  02155

         Bankers Trust Company Trustee          Attn:  Geoffrey Mullen                               35.91
           GTE Service Corp. Pension Trust      280 Park Avenue - 13 East
                                                New York, NY  10017

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the outstanding  shares of the Emerging Country Debt Fund as of
         June 15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                         % Ownership

         <S>                                    <C>                                                  <C> 
         Yale University                        230 Prospect Street                                  5.38
                                                Attn:  Theodore D. Seides
                                                New Haven, CT  06511

         Bost & Co./BAMF8721002                 1 Cabot Road 028-003B                                7.60
           Bell Atlantic                        Mutual Fund Operations
                                                Medford, MA  02155

         Bankers Trust Company Trustee          Attn:  Geoffrey Mullen                               17.77
          GTE Service Corp. Pension Trust       280 Park Avenue - 13 East
                                                New York, NY  10017

         Regents of the Univ. Michigan          5032 Fleming Admin. Bldg.                            13.37
         Treasurer's Office                     Ann Arbor, MI  48109

         Duke University Long Term              2200 W. Main Street                                  5.51
          Endowment Po                          Suite 1000
                                                Attn: Deborah Lane
                                                Durham, NC  27705

</TABLE>
                  The  following  chart  sets  forth the  names,  addresses  and
         percentage  ownership of those shareholders  owning  beneficially 5% or
         more of the  outstanding  shares of the Global Hedged Equity as of June
         15, 1995:

<TABLE>
<CAPTION>
         Name                                   Address                                         % Ownership

         <S>                                    <C>                                                  <C> 
         Andrew W. Mellon Foundation            140 E. 62nd Street                                   5.57
                                                Attn: Kenneth J. Herr
                                                New York, NY  10021

         Bankers Trust Company TR               Attn: Geogrey Mullen                                29.50
          GTE Services Corp. Pension Trust      280 Park Avenue - 13 East
                                                New York, NY  10017

         Duke University Long Term              2200 W. Main Street                                  8.66
           Endowment PO                         Suite 1000
                                                Attn: Deborah Lane
                                                Durham, NC  27705



</TABLE>

                        DETERMINATION OF NET ASSET VALUE

                  As indicated in the Prospectus, except on days during which no
         security is tendered  for  redemption  and no order to purchase or sell
         such security is received by the relevant  Fund, the net asset value of
         each Fund share is  determined  on each day on which the New York Stock
         Exchange is open for trading.  The Trust  expects that the days,  other
         than weekend  days,  that the New York Stock  Exchange will not be open
         are  Independence  Day,  Labor Day,  Election  Day,  Thanksgiving  Day,
         Christmas Day, New Year's Day, Washington's  Birthday,  Good Friday and
         Memorial Day.

                  As described in the Prospectus, debt securities with remaining
         maturities of 60 days or less held by the  Short-Term  Income Fund will
         be  valued at  amortized  cost,  unless  the  particular  circumstances
         dictate  otherwise.  Circumstances  may dictate  otherwise when,  among
         other times, the creditworthiness of an issuer is impaired.

                              FINANCIAL STATEMENTS

                  The  audited   Financial   Statements  in  this  Statement  of
         Additional Information have been so included in reliance on the reports
         of  Price  Waterhouse  LLP,  independent  accountants,   given  on  the
         authority of said firm as experts in auditing and accounting.
                                

                                   GMO Trust

                          Specimen Price-Make-Up Sheet

                  Following are  computations  of the total  offering  price per
         share for the Core  Fund,  the  International  Core  Fund,  the  Growth
         Allocation Fund, the Short-Term  Income Fund, the Japan Fund, the Value
         Allocation  Fund, the  Tobacco-Free  Core Fund, the Core II Secondaries
         Fund,  the   International   Small  Companies  Fund,  the  U.S.  Sector
         Allocation  Fund, the  International  Bond Fund,  the Emerging  Markets
         Fund,  the Emerging  Country Debt Fund,  the Global Hedged Equity Fund,
         the Domestic Bond Fund, the Currency  Hedged  International  Bond Fund,
         the  Fundamental  Value  Fund and the  Pelican  Fund  based  upon their
         respective   net  asset  values  and  shares  of  beneficial   interest
         outstanding at the close of business on February 28, 1995.

         Core Fund

             Net Assets at Value (Equivalent to
             $15.45 per share based on
             149,509,336 shares of beneficial                     $2,309,247,938
             interest outstanding)

             Offering Price ($15.45 x 100/99.83)*                         $15.48
     
         International Core Fund

             Net Assets at Value (Equivalent to $22.32
             per share based on 116,104,099 shares of
             beneficial interest outstanding)                     $2,591,645,852

             Offering Price ($22.32 x 100/99.25)*                         $22.49

         Growth Allocation Fund

             Net Assets at Value (Equivalent to $4.45
             per share based on 53,657,221 shares of
             beneficial interest outstanding)                       $239,006,317

             Offering Price ($4.45 x 100/99.83)*                           $4.46


         Short-Term Income Fund


             Net Assets at Value (Equivalent to $9.56
             per share based on 856,832 shares of
             beneficial interest outstanding)                         $8,193,496

             Offering price                                                $9.56

         Japan Fund

             Net Assets at Value (Equivalent to $9.12
             per share based on 6,591,242 shares of
             beneficial interest outstanding)                        $60,123,163

             Offering Price ($9.12 x 100/99.60)*                           $9.16
                                                                      

         Value Allocation Fund

             Net Assets at Value (Equivalent to
             $12.05 per share based on
             29,095,761 shares of beneficial
             interest outstanding)                                  $350,694,461

             Offering Price ($12.05 x 100/99.85)*                         $12.07
                                                                           
        
        Tobacco-Free Core Fund

             Net Assets at Value (Equivalent to
             $10.65 per share based on
             4,502,238 shares of beneficial                          $47,968,731
             interest outstanding)

             Offering Price ($10.65 x 100/99.83)*                         $10.67
                                                                              

        Core II Secondaries Fund

             Net Assets at Value (Equivalent to $13.61
             per share based on 17,325,736 shares
             of beneficial interest outstanding)                    $235,780,647
                                                                             
             Offering Price ($13.61 x 100/99.25)*                         $13.71
                                                                              

        International Small Companies Fund

             Net Assets at Value (Equivalent to $11.95
             per share based on 15,585,433 shares of
             beneficial interest outstanding)                       $186,185,200
                                                                           
             Offering Price ($11.95 x 100/98.75)*                         $12.10
                                                                              

        Fundamental Value Fund

             Net Assets at Value (Equivalent to $12.54
             per share based on 14,581,927 shares
             of beneficial interest outstanding)                    $182,870,907
                                                                            
             Offering Price ($12.54 x 100/99.85)*                         $12.56
                                                                              
        U.S. Sector Allocation Fund

             Net Assets at Value (Equivalent to $11.06
             per share based on 18,734,305 shares
             of beneficial interest outstanding)                    $207,291,098

             Offering Price ($11.06 x 100/99.83)*                         $11.08

        Emerging Markets Fund

             Net Assets at Value (Equivalent to $9.52
             per share based on 40,355,453 shares
             of beneficial interest outstanding)                    $384,258,762

             Offering Price ($9.52 x 100/98)*                              $9.71

        International Bond Fund

             Net Assets at Value (Equivalent to $9.64
             per share based on 15,687,479 shares)                  $151,189,371

             Offering Price ($9.64 x 100/99.85)*                           $9.65


        Emerging Country Debt Fund


             Net Assets at Value (Equivalent to $8.39
             per share based on 29,024,789 shares)                  $243,451,344

             Offering Price ($8.39 x 100/99.50)*                           $8.43

        Global Hedged Equity Fund

             Net Assets at Value (Equivalent to $10.12
             per share based on 21,216,892 shares)                  $214,638,121

             Offering Price ($10.12 x 100/99.40)*                         $10.18

        Domestic Bond Fund

             Net Assets at Value (Equivalent to $10.13
             per share based on 20,670,984 shares)                  $209,377,248

             Offering Price                                               $10.13

        Currency Hedged International Bond Fund

             Net Assets at Value (Equivalent to $9.99
             per share based on 23,885,450 shares)                  $238,664,438

             Offering Price ($9.99 x 100/99.85)*                          $10.01

        Pelican Fund

             Net Assets at Value (Equivalent to $11.99
             per share based on 9,831,023 shares)                   $117,919,771

             Offering Price                                               $11.99

        --------------


        *  Represents maximum offering price charged on certain
           cash purchases.  See "Purchase of Shares" in the Prospectus.


GMO CORE FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the  Shareholders of
GMO Core Fund (A Series of GMO Trust)


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 Fund at February 28, 1995,
and the  results  of its  operations,  the  changes  in its net  assets  and the
financial highlights for each of the respective periods presented, in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 10, 1995





GMO CORE FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>

     SHARES       DESCRIPTION                                                                                        VALUE ($)

                  STOCK - 96.7%
                  AEROSPACE - 4.6%
     <C>          <S>                                                                                                 <C>
       
        104,600   E-Systems Inc                                                                                          4,576,250
        345,800   Lockheed Corp                                                                                         26,842,725
        517,800   Martin Marietta Corp                                                                                  24,724,950
         45,500   Northrop Corp                                                                                          2,019,063
        657,150   Raytheon Co                                                                                           46,329,075
         51,300   Rockwell International Corp                                                                            1,975,050
                                                                                                                       106,467,113
                  AUTOMOTIVE - 1.0%
         47,600   Bandag Inc                                                                                             2,856,000
        110,400   Eaton Corp                                                                                             5,533,800
        209,400   Genuine Parts Co                                                                                       8,140,425
        273,000   Harley-Davidson                                                                                        7,371,000
                                                                                                                        23,901,225
                  BANKING AND FINANCIAL SERVICES - 7.5%
      1,654,500   American Express Co                                                                                   55,839,375
          6,600   Bancorp Hawaii Inc                                                                                       184,800
        227,490   Bear Stearns Cos Inc                                                                                   4,265,438
        151,300   Beneficial Corp                                                                                        5,617,013
          6,600   California Federal Bank *                                                                                 71,775
         85,400   Chase Manhattan Corp                                                                                   3,063,725
        225,100   Chemical Banking Corp                                                                                  9,032,138
        650,300   Citicorp (a)                                                                                          29,263,500
        122,600   Danaher Corp                                                                                           3,616,700
        556,371   Dean Witter Discover and Co                                                                           22,463,479
        147,955   Edwards (A G) Inc                                                                                      3,328,988
         24,900   First Bank of America Corp                                                                               843,488
         70,000   First Chicago Corp                                                                                     3,543,750
         43,500   First USA Inc                                                                                          1,604,063
          1,100   Glendale Federal Bank FSB *                                                                               10,313
        204,900   Household International Inc                                                                            8,964,375
        297,300   Morgan Stanley Group Inc                                                                              20,030,588
         15,100   Student Loan Marketing Association                                                                       556,813
                                                                                                                       172,300,321
                  CHEMICALS - 0.5%
        131,100   Georgia Gulf Corp *                                                                                    3,933,000
         45,800   Loctite Corp                                                                                           2,106,800
        236,000   Lyondell Petrochemical (a)                                                                             5,693,500
                                                                                                                        11,733,300
                  COMPUTER AND OFFICE EQUIPMENT - 1.3%
        480,250   Micron Technology (a)                                                                                 29,775,500

                  CONSTRUCTION - 1.3%
        746,400   P P G Industries                                                                                      27,430,200
         27,800   Vulcan Materials Inc                                                                                   1,480,350
                                                                                                                        28,910,550
                  CONSUMER GOODS - 5.0%
        131,200   Callaway Golf Company (a)                                                                              4,428,000
         76,500   Clorox Co                                                                                              4,618,688
        280,600   ConAgra Inc * (a)                                                                                      9,189,650
        276,600   Corning Inc                                                                                            8,885,775
        711,800   Eastman Kodak Co                                                                                      36,301,800
         45,755   Hubbell Inc Class B                                                                                    2,470,770
        158,300   International Flavors & Fragrances                                                                     7,618,188
         74,300   Liz Claiborne                                                                                          1,198,088
         92,775   Mattel Co                                                                                              2,075,841
         97,400   National Service Industries                                                                            2,617,625
        228,300   Newell Co                                                                                              5,450,663
         95,200   Nike Inc Class B                                                                                       6,842,500
        122,900   Polaroid Corp                                                                                          3,687,000
        252,700   Premark International Inc (a)                                                                         10,929,275
        125,200   Reebok International Ltd                                                                               4,585,450
         96,700   VF Corp                                                                                                4,980,050
                                                                                                                       115,879,363
                  FOOD AND BEVERAGE - 6.8%
        606,000   Anheuser-Busch Cos Inc                                                                                34,163,250
        328,800   Archer Daniels Midland Co                                                                              6,247,200
        147,700   Brown Forman Corp Class B (a)                                                                          4,781,788
        203,500   CPC International Inc                                                                                 10,887,250
        111,250   Dean Foods Co                                                                                          3,448,750
        430,900   Heinz (H J) Co                                                                                        16,966,688
         33,500   Hershey Foods Corp (a)                                                                                 1,641,500
         88,600   Hormel (Geo A) and Co                                                                                  2,370,050
         94,600   IBP Inc                                                                                                3,015,375
        221,600   Kellogg Co                                                                                            11,994,100
        667,600   Sara Lee Corp                                                                                         17,524,500
         25,300   Tyson Food Inc Class A                                                                                   623,013
        294,400   Unilever ADR                                                                                          35,769,600
         81,600   Universal Foods Corp                                                                                   2,560,200
        249,300   Whitman Corp                                                                                           4,705,538
                                                                                                                       156,698,802
                  HEALTH CARE - 6.3%
          5,400   Bausch & Lomb Inc                                                                                        179,550
        187,700   Boston Scientific Corp * (a)                                                                           4,059,013
        851,142   Columbia/HCA Healthcare Corp (a)                                                                      35,216,000
        280,200   Johnson & Johnson                                                                                     15,901,350
        412,700   Medtronic Inc                                                                                         24,762,000
        506,350   National Medical Enterprises *                                                                         7,848,425
        109,100   United Healthcare Corp                                                                                 4,691,300
        479,000   Upjohn Co                                                                                             16,884,750
        730,500   US Health Care Inc                                                                                    31,411,500
        133,200   Wellpoint Health Networks Class A *                                                                    4,378,950
                                                                                                                       145,332,838
                  INSURANCE - 5.3%
        282,900   Aetna Life and Casualty Co                                                                            15,205,875
        227,900   AFLAC Corp                                                                                             8,603,225
         34,600   Allmerica Property and Casualty                                                                          674,700
         24,000   Allstate Corp                                                                                            660,000
         92,200   Ambac Inc                                                                                              3,745,625
        450,900   American General Corp                                                                                 14,259,713
        202,850   AON Corp                                                                                               7,049,038
        152,000   Cigna Corp                                                                                            11,514,000
         22,800   Conseco Inc (a)                                                                                          812,250
          5,900   Continental Corp                                                                                         114,313
         25,600   Geico Corp                                                                                             1,251,200
        136,300   Jefferson Pilot Corp                                                                                   7,769,100
         55,800   Marsh & McLennan Cos Inc                                                                               4,575,600
         42,800   MBIA Inc                                                                                               2,653,600
         23,400   MGIC Investment                                                                                          892,125
        115,200   Old Republic International Corp (a)                                                                    2,851,200
         88,800   Provident Life and Accident Insurance Co Class B                                                       2,086,800
        136,100   Providian Corp                                                                                         4,814,538
         10,900   Safeco Corp                                                                                              599,500
        303,100   St Paul Cos                                                                                           14,738,238
          3,200   SunAmerica Inc                                                                                           131,200
        217,450   Torchmark Corp                                                                                         9,105,719
        130,309   Transamerica Corp                                                                                      7,118,129
         11,600   Transatlantic Holdings Inc                                                                               667,000
         90,100   Twentieth Century Industries                                                                           1,126,250
                                                                                                                       123,018,938
                  MACHINERY - 1.1%
        198,000   Dover Corp                                                                                            11,781,000
        110,600   FMC Corp *                                                                                             6,470,100
        167,000   Parker Hannifin Corp                                                                                   7,807,250
          5,500   Snap-On Tools Corp                                                                                       187,000
                                                                                                                        26,245,350
                  MANUFACTURING - 8.5%
         52,000   Alco Standard Corp                                                                                     3,536,000
      1,490,427   Boeing Co                                                                                             68,745,918
      1,107,844   International Business Machines Corp                                                                  83,365,261
        149,100   Litton Industries *                                                                                    5,442,150
        489,800   Minnesota Mining and Manufacturing                                                                    26,816,550
         16,800   Stone Container Corp * (a)                                                                               392,700
        112,600   Textron Inc                                                                                            6,164,850
         67,000   York International Corp                                                                                2,579,500
                                                                                                                       197,042,929
                  METALS AND MINING - 0.6%
         10,500   Mapco Inc                                                                                                573,563
        240,500   Phelps Dodge Corp                                                                                     13,107,250
                                                                                                                        13,680,813
                  MISCELLANEOUS - 0.0%
          3,000   Witco Corp                                                                                                85,875

                  OIL AND GAS - 6.8%
        382,300   Amoco Corp                                                                                            22,651,275
        282,800   Ashland Inc (a)                                                                                        9,155,650
         55,400   Atlantic Richfield Co                                                                                  6,073,225
        232,122   Chevron Corp                                                                                          11,025,795
         57,400   Columbia Gas Systems *                                                                                 1,492,400
         47,509   El Paso Natural Gas Co                                                                                 1,460,902
        766,200   Exxon Corp                                                                                            49,036,800
          1,700   FINA Inc Class A                                                                                         129,625
         13,400   Kerr-McGee Corp                                                                                          675,025
        233,900   Mobil Corp                                                                                            20,349,300
          9,500   Murphy Oil Corp                                                                                          415,625
         92,000   Occidental Petroleum Corp                                                                              1,828,500
          2,900   Pennzoil Co                                                                                              137,388
          6,200   Phillips Petroleum Co                                                                                    206,925
        196,800   Royal Dutch Petroleum Co ADR                                                                          22,066,200
         96,900   Texaco Inc                                                                                             6,177,375
        111,800   Williams Companies Inc                                                                                 3,214,250
                                                                                                                       156,096,260
                  PAPER AND ALLIED PRODUCTS - 0.1%
         45,100   Consolidated Papers Inc                                                                                2,181,713
         43,300   Glatfelter (PH) Co                                                                                       790,225
                                                                                                                         2,971,938
                  PHARMACEUTICALS - 9.7%
        469,120   American Home Products Corp                                                                           33,542,080
        364,300   Amgen Inc *                                                                                           25,136,700
      1,085,800   Bristol-Myers Squibb Co                                                                               67,319,600
        770,400   Lilly (Eli) & Co                                                                                      51,616,800
        227,100   Marion Merrell Dow Inc                                                                                 5,649,113
        944,300   Merck & Co Inc                                                                                        40,014,713
         52,100   Mylan Laboratories (a)                                                                                 1,628,125
          1,000   Warner Lambert Co                                                                                         76,375
                                                                                                                       224,983,506
                  PRIMARY PROCESSING - 1.3%
        256,200   Dow Chemical Co                                                                                       17,165,400
        196,400   Du Pont (E I) De Nemours & Co Inc                                                                     11,022,950
         51,400   Rohm & Haas Co                                                                                         2,884,825
                                                                                                                        31,073,175
                  PRINTING AND PUBLISHING - 0.7%
         99,300   Dun and Bradstreet Corp                                                                                5,126,363
         53,100   McGraw Hill Inc                                                                                        3,743,550
        168,500   Readers Digest Association Inc                                                                         7,751,000
                                                                                                                        16,620,913
                  RETAIL TRADE - 3.2%
        313,200   Albertson's Inc                                                                                        9,630,900
        401,000   Autozone Inc * (a)                                                                                    10,626,500
         95,900   Circuit City Stores Inc                                                                                2,073,838
         82,600   Gap Stores                                                                                             2,684,500
        533,900   Kroger Co *                                                                                           14,014,875
        175,400   Melville Corp                                                                                          5,700,500
        192,200   Nordstrom Inc                                                                                          8,120,450
        411,900   Rite Aid Corp                                                                                         10,194,525
        206,100   The Pep Boys                                                                                           6,749,775
         71,800   Walgreen Co                                                                                            3,392,550
         34,100   Weismarkets Inc                                                                                          873,813
                                                                                                                        74,062,226
                  SERVICES - 2.4%
         34,700   BHC Communications Inc Class A *                                                                       2,576,475
        414,900   Capital Cities/ABC Inc                                                                                36,718,650
         26,700   Equifax Inc                                                                                              824,363
         55,000   Fleming Cos                                                                                            1,072,500
        259,200   Manpower Inc                                                                                           7,581,600
        107,500   Omnicom Group                                                                                          5,710,938
                                                                                                                        54,484,526
                  TECHNOLOGY - 7.9%
         14,400   3Com Corp *                                                                                              750,600
        273,000   Amp Inc                                                                                               20,475,000
        439,700   Apple Computer                                                                                        17,368,150
        164,300   Avery Dennison Corp                                                                                    6,161,250
      1,337,250   Compaq Computer Corp *                                                                                46,135,125
        174,100   Computer Sciences Corp *                                                                               8,552,663
        158,200   E G & G                                                                                                2,274,125
         21,300   Emerson Electric                                                                                       1,408,463
        103,500   Grainger (WW) Inc                                                                                      6,326,438
         73,700   Hewlett-Packard Inc                                                                                    8,475,500
        229,500   LSI Logic Corp *                                                                                      12,507,750
        445,600   Microsoft Corp *                                                                                      28,072,800
        121,450   Millipore Corp                                                                                         6,452,031
        135,900   Storage Technology Corp * (a)                                                                          2,955,825
         75,900   Sun Microsystems Inc *                                                                                 2,428,800
        549,800   Tandem Computers Inc *                                                                                 9,346,600
         24,100   Thomas & Betts Corp                                                                                    1,605,663
                                                                                                                       181,296,783
                  TELECOMMUNICATIONS - 0.2%
         54,300   Frontier Corp                                                                                          1,242,113
         42,600   General Instrument Corp * (a)                                                                          1,352,550
         47,100   Southern New England Telecommunications Corp                                                           1,560,188
                                                                                                                         4,154,851
                  TOBACCO - 2.5%
         43,600   Loews Corp                                                                                             4,234,650
        880,900   Philip Morris Cos Inc                                                                                 53,514,675
                                                                                                                        57,749,325
                  UTILITIES - 12.1%
         94,000   Allegheny Power System Inc                                                                             2,209,000
        194,800   American Electric Power Inc                                                                            6,598,850
        232,650   Baltimore Gas and Electric Co                                                                          5,729,006
        122,700   Carolina Power and Light Co                                                                            3,374,250
        299,288   Centerior Energy Corp                                                                                  2,918,058
        293,800   Central & South West Corp (a)                                                                          7,234,825
        217,400   Cinergy Corp                                                                                           5,380,650
        118,100   CMS Energy Corp                                                                                        2,834,400
        358,100   Consolidated Edison                                                                                    9,892,513
        310,374   Detroit Edison Co                                                                                      8,884,456
        267,800   Dominion Resources Inc (a)                                                                            10,176,400
        154,450   DPL Inc                                                                                                3,224,144
         80,300   DQE                                                                                                    2,700,088
        388,200   Duke Power Co                                                                                         15,236,850
        258,044   Entergy Corp                                                                                           5,773,735
        163,800   Florida Progress Corp                                                                                  5,139,225
        185,900   FPL Group Inc                                                                                          6,669,163
        240,200   General Public Utilities                                                                               7,266,050
        113,200   Houston Industries Inc                                                                                 4,329,900
        132,200   Illinova Corp                                                                                          3,090,175
        101,500   Kansas City Power and Light Co                                                                         2,423,313
        171,600   Long Island Lighting Co                                                                                2,745,600
         78,600   New England Electric System                                                                            2,593,800
         94,300   New York State Electric and Gas Corp                                                                   2,027,450
        197,800   Niagara Mohawk Power Corp                                                                              2,942,275
        103,600   Nipsco Industries Inc                                                                                  3,276,350
        173,300   Northeast Utilities (a)                                                                                3,942,575
        118,700   Northern States Power Co                                                                               5,371,175
        201,300   Ohio Edison Co                                                                                         4,227,300
         52,800   Oklahoma Gas and Electric Co                                                                           1,867,800
        140,300   Pacific Enterprises                                                                                    3,437,350
        571,300   Pacific Gas and Electric Co                                                                           14,639,563
        461,900   PacifiCorp                                                                                             8,833,838
        192,200   Panhandle Eastern Corp                                                                                 4,324,500
        311,900   Peco Energy Co                                                                                         8,343,325
        134,700   Penn Power and Light Co                                                                                2,795,025
        128,500   Pinnacle West Capital Corp                                                                             2,762,750
        128,500   Potomac Electric Power Co                                                                              2,489,688
        366,200   Public Service Enterprise Group Inc                                                                   10,665,575
         58,900   Public Service of Colorado                                                                             1,803,813
         66,600   Puget Sound Power and Light Co                                                                         1,440,225
        102,900   San Diego Gas and Electric Co                                                                          2,225,213
         68,300   Scana Corp                                                                                             3,013,738
        602,500   SCE Corp                                                                                               9,865,938
        982,100   Southern Co                                                                                           20,255,813
        179,400   Teco Energy (a)                                                                                        3,857,100
        178,100   Texas Utilities Co                                                                                     5,855,038
        357,700   Unicom Corp                                                                                            9,121,350
        159,900   Union Electric Co                                                                                      6,056,213
         82,300   Western Resources Inc                                                                                  2,613,025
        165,400   Wisconsin Energy Corp (a)                                                                              4,589,850
                                                                                                                       279,068,306

                  TOTAL STOCK (Cost $2,017,125,996)                                                                  2,233,634,726

    Par Value     SHORT-TERM INVESTMENTS - 7.1%
                  REPURCHASE AGREEMENT - 3.3%
$    76,224,083   Salomon Brothers Repurchase Agreement, dated 2/28/95,
                  due 3/1/95, with a maturity value of $76,235,940 and an
                  effective yield of 5.60%, collateralized by a U.S. Treasury
                  Bond with a rate of 6.25%, a maturity date of 8/15/23,
                  and with an aggregate market value of $78,300,878.                                                    76,224,083


                  U.S. GOVERNMENT - 0.2%
      4,350,000   U.S. Treasury Bill, 4.92% due 3/2/95 (b)                                                               4,349,339

                  CASH EQUIVALENTS - 3.6%
     50,252,375   Bank of Boston Time Deposit                                                                           50,252,375
      5,633,314   Dreyfus Cash Management Money Market Fund Plus, A Shares                                               5,633,314
      3,245,504   National Westminster Time Deposit                                                                      3,245,504
     23,885,357   Provident Institutional Prime Money Market Fund                                                       23,885,357
                                                                                                                        83,016,550

                  TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                     163,589,972

                  TOTAL INVESTMENTS - 103.8%
                  (Cost $2,180,715,968) * *                                                             $            2,397,224,698

                  Other Assets and Liabilities (net) - (3.8%)                                                          (87,976,760)

                  TOTAL NET ASSETS - 100.0%                                                             $            2,309,247,938

                  NOTES TO THE SCHEDULE OF INVESTMENTS:

                  ADR  American Depositary Receipt

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

                  (b)      This security is held as collateral for open futures contracts.

                  *         Non-income producing security

                  **        The  aggregate  identified  cost for  federal  income  tax  purposes  is
                            $2,189,359,977  resulting in gross  unrealized  appreciation and depreciation of
                            $226,594,451 and $18,729,730,  respectively,  and net unrealized appreciation of
                            $207,864,721.

</TABLE>

              See accompanying notes to the financial statements.




GMO CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995
<TABLE>

<S>                                                                <C>        
ASSETS:
  Investments, at value (cost $2,017,125,996) (Note 1)             $       2,233,634,726
  Short-term investments, at amortized cost (Note 1)                         163,589,972
  Receivable for investments sold                                             31,631,037
  Receivable for Fund shares sold                                                 55,256
  Dividends and interest receivable                                            8,154,549
  Receivable for variation margin on open futures contracts                      289,165
  Receivable for expenses waived or borne by Manager (Note 2)                    140,815

    Total assets                                                           2,437,495,520


LIABILITIES:
  Payable for investments purchased                                           38,429,058
  Payable for Fund shares repurchased                                          5,667,276
  Payable upon return of securities loaned (Note 1)                           82,991,280
  Payable to affiliate for management fee  (Note 2)                              916,856
  Accrued expenses                                                               243,112

    Total liabilities                                                        128,247,582



NET ASSETS:(equivalent to $15.45 per share based
  on 149,509,336 shares outstanding, unlimited shares authorized)  $       2,309,247,938



NET ASSETS CONSIST OF:
  Paid-in capital                                                  $       2,084,137,288
  Undistributed net investment income                                          9,992,385
  Accumulated net realized loss on investments and
   closed futures contracts                                                   (1,721,805)
  Net unrealized appreciation on investments
   and open futures contracts                                                216,840,070

    NET ASSETS                                                     $       2,309,247,938

              See accompanying notes to the financial statements.
</TABLE>





GMO CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>
<S>                                                                <C>           
INVESTMENT INCOME:
  Dividends (net of withholding taxes of $365,315)                 $  59,069,213
  Interest (including securities lending income of $215,485)           4,376,365

    Total income                                                      63,445,578

EXPENSES:
  Management fee (Note 2)                                             10,703,745
  Custodian and transfer agent fees                                      336,727
  Legal fees                                                              87,805
  Audit fees                                                              66,870
  Registration fees                                                       48,316
  Insurance                                                               24,215
  Trustee fee (Note 2)                                                     9,607
  Miscellaneous expense                                                    1,472

    Total expenses                                                    11,278,757

    Less:  expenses waived or borne by Manager (Note 2)               (1,492,476)

    Net expenses                                                       9,786,281

      Net investment income                                           53,659,297

Realized and unrealized gain (loss) on investments
  and futures contracts:
    Net realized gain (loss) on
      Investments                                                    123,367,263
      Closed futures contracts                                        (2,848,169)

        Net realized gain                                            120,519,094

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                    (24,616,912)
      Open futures contracts                                             660,248

        Net unrealized gain                                          (23,956,664)

      Net realized and unrealized gain on investments
         and futures contracts                                        96,562,430

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $ 150,221,727
</TABLE>

              See accompanying notes to the financial statements.



GMO CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>


                                                                             YEAR ENDED
                                                              FEBRUARY 28, 1995      FEBRUARY 28, 1994


<S>                                                         <C>                     <C>                 
INCREASE (DECREASE) IN NET ASSETS:
Operations:

  Net investment income                                     $          53,659,297   $         48,057,746
  Net realized gain on investments
    and closed futures contracts                                      120,519,094            100,704,203
  Change in  net unrealized appreciation (depreciation)
    of investments and open futures contracts                         (23,956,664)            85,584,922

  Net increase in net assets resulting from operations                150,221,727            234,346,871

Distributions to shareholders from:
  Net investment income                                               (50,303,126)           (49,395,951)
  Net realized gains                                                 (137,451,908)          (174,873,817)

                                                                     (187,755,034)          (224,269,768)

Fund share transactions:  (Note 4)
  Proceeds from sale of shares                                        637,535,879            279,781,809
  Net asset value of shares issued to shareholders
    in payment of distributions declared                              166,089,524            203,217,875
  Cost of shares repurchased                                         (398,849,571)          (444,026,848)

  Net increase in net assets resulting
    from Fund share transactions                                      404,775,832             38,972,836

  Total increase in net assets                                        367,242,525             49,049,939

Net assets:
  Beginning of period                                               1,942,005,413          1,892,955,474

  End of period (including undistributed net
    investment income of $9,992,385 and
    $5,928,323, respectively)                               $       2,309,247,938   $      1,942,005,413

</TABLE>

              See accompanying notes to the financial statements.



GMO CORE FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>



                                                                           YEAR ENDED FEBRUARY 28/29,
                                                        1995             1994             1993             1992          1991 (b)

<S>                                              <C>              <C>              <C>              <C>              <C>            
NET ASSET VALUE, BEGINNING OF PERIOD             $          15.78 $          15.73 $          15.96 $          15.13 $        13.90

Income from investment operations:
  Net investment income (a)                                  0.41             0.42             0.45             0.43           0.43
  Net realized and unrealized gain
   on investments and futures contracts                      0.66             1.59             1.13             1.55           1.74

    Total from investment operations                         1.07             2.01             1.58             1.98           2.17

Less distributions to shareholders:
  From net investment income                                (0.39)           (0.43)           (0.46)           (0.42)         (0.51)
  From net realized gains                                   (1.01)           (1.53)           (1.35)           (0.73)         (0.43)

    Total distributions                                     (1.40)           (1.96)           (1.81)           (1.15)         (0.94)

NET ASSET VALUE, END OF PERIOD                   $          15.45 $          15.78 $          15.73 $          15.96 $        15.13

TOTAL RETURN (C)                                             7.45%           13.36%           10.57%           13.62%         16.52%


RATIOS/SUPPLEMENTAL DATA:

   Net assets, end of period (000's)             $      2,309,248 $      1,942,005 $      1,892,955 $      2,520,710 $    1,613,945
   Net expenses to average
     daily net assets (a)                                    0.48%            0.48%            0.49%            0.50%          0.50%
   Net investment income to average
     daily net assets (a)                                    2.63%            2.56%            2.79%            2.90%          3.37%
   Portfolio turnover rate                                     99%              40%              54%              39%            55%


(a)  Net of fees and expenses voluntarily waived or borne by the Manager of $.01
     per share for each period presented.
(b)  The per  share  amounts  and the  number of  shares  outstanding  have been
     restated to reflect a ten for one stock split effective December 31, 1990.
(c)  Calculation  excludes  subscription fees. The total returns would have been
     lower had certain expenses not been waived during the periods shown.
</TABLE>

              See accompanying notes to the financial statements.


GMO CORE FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES

     The GMO 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 Trust was
     established  as a  Massachusetts  Business  Trust  under  the  laws  of the
     Commonwealth  of  Massachusetts  on June 24, 1985. The Declaration of Trust
     permits the  Trustees to create an  unlimited  number of series  ("Funds"),
     each of which  issues a  separate  series of  shares.  The  following  is a
     summary of significant  accounting  policies  consistently  followed by the
     Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less are
     valued at amortized cost which approximates  market value. Other assets and
     securities for which no quotations are readily available are valued at fair
     value as determined in good faith by the Trustees.

     FUTURES  CONTRACTS 
     The Fund may purchase futures  contracts on the S&P 500 index.  Stock index
     futures contracts  represent  commitments for future delivery of cash based
     upon the level of a specified  index of equity  securities at a given date.
     The Fund may use  futures  contracts  to manage its  exposure  to the stock
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 5 for
     all open futures contracts held as of February 28, 1995.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults and the value of the collateral declines
     or if the seller enters insolvency  proceedings,  realization of collateral
     by the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned securities  having a market value of $81,082,751,  collateralized by
     cash in the  amount  of  $83,016,550,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary. Withholding taxes on foreign
     interest  and dividend  income have been  withheld in  accordance  with the
     applicable country's tax treaty with the United States.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for partnership interests.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.
<TABLE>
<CAPTION>

           Undistributed Net Investment          Accumulated Net Realized
                      Income                               Loss                   Paid-in Capital
                   <S>                                <C>                            <C>      
                   $707,891                           ($642,819)                     ($65,072)
</TABLE>

     Distributions  in excess of tax basis earnings and profits will be reported
     in the Fund's  financial  statements  as a return of capital.  Furthermore,
     differences  in the  recognition  or  classification  of income between the
     financial statements and tax earnings and profits which result in temporary
     over-distributions  for  financial  statement  purposes are  classified  as
     distributions  in  excess  of net  investment  income  or  accumulated  net
     realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date.  Interest  income is  recorded  on the
     accrual basis. In determining the net gain or loss on securities  sold, the
     cost of securities is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is .17 % of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund. For the year ended  February 28, 1995, the Fund received  $772,803 in
     purchase  premiums.  There is no premium for cash  redemptions,  reinvested
     distributions or in-kind transactions.


2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual rate of .525% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed .48% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995,  was $9,607.  No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended February 28, 1995,  aggregated
     $2,219,660,820 and $1,938,260,771, respectively.

4.   SHARE TRANSACTIONS

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

                                                                     Year Ended                  Year Ended
                                                                  February 28, 1995           February 28, 1994

    <S>                                                             <C>                         <C>       
    Shares sold                                                        41,333,390                  17,341,722
    Shares issued to shareholders in reinvestment
     of distributions                                                  11,326,288                  13,054,059
    Shares repurchased                                                (26,231,509)                (27,674,912)

    Net increase                                                       26,428,169                   2,720,869
    Fund shares:
     Beginning of period                                              123,081,167                 120,360,298
     End of period                                                    149,509,336                 123,081,167
</TABLE>


5.   FINANCIAL INSTRUMENTS
       A summary of  outstanding  futures  contracts at February 28, 1995, is as
follows:

<TABLE>
<CAPTION>

     Number of                                                                                  Net Unrealized
     Contracts               Type             Expiration Date           Contract Value           Appreciation
       <S>                  <C>                 <C>                     <C>                       <C>      
        140                 S & P 500           March 1995               $ 34,198,500              $ 331,340
</TABLE>

     At February 28, 1995,  the Fund has  sufficient  cash and/or  securities to
     cover any commitments or margin on these contracts.

                                     * * *


GMO CORE FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)


     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 72.21% of distributions as net capital gain dividends.




GMO TOBACCO-FREE CORE FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the Shareholders of GMO Tobacco-Free  Core Fund
(A Series of GMO Trust)


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 at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 10, 1995





GMO TOBACCO-FREE CORE FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>
   SHARES    DESCRIPTION                                                                                     VALUE ($)

             STOCK - 97.8%
             AEROSPACE - 4.8%
<C>          <S>                                                                                   <C>
     2,400   E-Systems Inc                                                                                            105,000
     7,400   Lockheed Corp                                                                                            574,425
    11,000   Martin Marietta Corp                                                                                     525,250
     1,200   Northrop Corp                                                                                             53,250
    14,100   Raytheon Co                                                                                              994,050
     1,100   Rockwell International Corp                                                                               42,350
                                                                                                                    2,294,325
             AUTOMOTIVE - 1.1%
     1,000   Bandag Inc                                                                                                60,000
     2,400   Eaton Corp                                                                                               120,300
     4,500   Genuine Parts Co                                                                                         174,938
     6,000   Harley-Davidson                                                                                          162,000
                                                                                                                      517,238
             BANKING AND FINANCIAL SERVICES - 7.8%
    35,600   American Express Co                                                                                    1,201,500
       100   Bancorp Hawaii Inc                                                                                         2,800
     4,800   Bear Stearns Cos Inc                                                                                      90,000
     3,300   Beneficial Corp                                                                                          122,513
     1,900   Chase Manhattan Corp                                                                                      68,163
     4,800   Chemical Banking Corp                                                                                    192,600
    14,200   Citicorp                                                                                                 639,000
     2,800   Danaher Corp                                                                                              82,600
    12,200   Dean Witter Discover and Co                                                                              492,575
     3,200   Edwards (A G) Inc                                                                                         72,000
       700   First Bank of America Corp                                                                                23,713
     1,500   First Chicago Corp                                                                                        75,938
       900   First USA Inc                                                                                             33,188
     4,400   Household International Inc                                                                              192,500
     6,400   Morgan Stanley Group Inc                                                                                 431,200
       300   Student Loan Marketing Association                                                                        11,063
                                                                                                                    3,731,353
             CHEMICALS - 0.5%
     2,800   Georgia Gulf Corp *                                                                                       84,000
     1,000   Loctite Corp                                                                                              46,000
     5,200   Lyondell Petrochemical (a)                                                                               125,450
                                                                                                                      255,450
             COMPUTER AND OFFICE EQUIPMENT - 1.3%
    10,300   Micron Technology (a)                                                                                    638,600


             CONSTRUCTION - 1.3%
    16,100   P P G Industries                                                                                         591,675
       700   Vulcan Materials Inc                                                                                      37,275
                                                                                                                      628,950
             CONSUMER GOODS - 5.2%
     2,800   Callaway Golf Company (a)                                                                                 94,500
     1,600   Clorox Co                                                                                                 96,600
     6,700   ConAgra Inc *                                                                                            219,425
     5,600   Corning Inc                                                                                              179,900
    15,300   Eastman Kodak Co                                                                                         780,300
       955   Hubbell Inc Class B                                                                                       51,570
     3,400   International Flavors & Fragrances                                                                       163,625
     1,700   Liz Claiborne                                                                                             27,413
     2,025   Mattel Co                                                                                                 45,309
     2,100   National Service Industries                                                                               56,438
     4,900   Newell Co                                                                                                116,988
     2,000   Nike Inc Class B                                                                                         143,750
     2,600   Polaroid Corp                                                                                             78,000
     5,500   Premark International Inc                                                                                237,875
     2,700   Reebok International Ltd                                                                                  98,888
     2,100   VF Corp                                                                                                  108,150
                                                                                                                    2,498,731
             FOOD AND BEVERAGE - 7.0%
    13,000   Anheuser-Busch Cos Inc                                                                                   732,875
     7,100   Archer Daniels Midland Co                                                                                134,900
     3,200   Brown Forman Corp                                                                                        103,600
     4,400   CPC International Inc                                                                                    235,400
     2,400   Dean Foods Co                                                                                             74,400
     9,300   Heinz (H J) Co                                                                                           366,188
       500   Hershey Foods Corp                                                                                        24,500
     1,800   Hormel (Geo A) and Co                                                                                     48,150
     2,000   IBP Inc                                                                                                   63,750
     4,800   Kellogg Co                                                                                               259,800
    14,400   Sara Lee Corp                                                                                            378,000
       500   Tyson Food Inc Class A                                                                                    12,313
     6,300   Unilever ADR                                                                                             765,450
     2,000   Universal Foods Corp                                                                                      62,750
     5,400   Whitman Corp                                                                                             101,925
                                                                                                                    3,364,001
             HEALTH CARE - 6.5%
     4,300   Boston Scientific Corp * (a)                                                                              92,988
    18,200   Columbia/HCA Healthcare Corp                                                                             753,025
     6,100   Johnson & Johnson                                                                                        346,175
     8,900   Medtronic Inc                                                                                            534,000
    11,300   National Medical Enterprises *                                                                           175,150
     2,300   United Healthcare Corp                                                                                    98,900
    10,200   Upjohn Co                                                                                                359,550
    15,700   US Health Care Inc                                                                                       675,100
     2,900   Wellpoint Health Networks Class A *                                                                       95,338
                                                                                                                    3,130,226
             INSURANCE - 5.7%
     6,200   Aetna Life and Casualty Co                                                                               333,250
     5,100   AFLAC Corp                                                                                               192,525
       900   Allmerica Property and Casualty                                                                           17,550
       500   Allstate Corp                                                                                             13,750
     2,000   Ambac Inc                                                                                                 81,250
    10,000   American General Corp                                                                                    316,250
     4,500   AON Corp                                                                                                 156,375
     3,300   Cigna Corp                                                                                               249,975
       600   Conseco Inc (a)                                                                                           21,375
       100   Continental Corp                                                                                           1,938
       700   Geico Corp                                                                                                34,213
     3,000   Jefferson Pilot Corp                                                                                     171,000
     1,200   Marsh & McLennan Cos Inc                                                                                  98,400
       900   MBIA Inc                                                                                                  55,800
       600   MGIC Investment                                                                                           22,875
     2,700   Old Republic International Corp                                                                           66,825
     2,300   Provident Life and Accident Insurance Co Class B                                                          54,050
     3,000   Providian Corp                                                                                           106,125
       200   Safeco Corp                                                                                               11,000
     6,600   St Paul Cos                                                                                              320,925
       200   SunAmerica Inc                                                                                             8,200
     4,700   Torchmark Corp                                                                                           196,813
     2,900   Transamerica Corp                                                                                        158,413
       200   Transatlantic Holdings Inc                                                                                11,500
     2,100   Twentieth Century Industries                                                                              26,250
                                                                                                                    2,726,627
             MACHINERY - 1.2%
     4,400   Dover Corp                                                                                               261,800
     2,400   FMC Corp *                                                                                               140,400
     3,700   Parker Hannifin Corp                                                                                     172,975
       100   Snap-On Tools Corp                                                                                         3,400
                                                                                                                      578,575
             MANUFACTURING - 8.8%
     1,100   Alco Standard Corp                                                                                        74,800
    32,300   Boeing Co                                                                                              1,489,814
    23,800   International Business Machines Corp                                                                   1,790,950
     3,400   Litton Industries *                                                                                      124,100
    10,500   Minnesota Mining and Manufacturing                                                                       574,875
       462   Stone Container Corp * (a)                                                                                10,799
     2,200   Textron Inc                                                                                              120,450
     1,500   York International Corp                                                                                   57,750
                                                                                                                    4,243,538
             METALS AND MINING - 0.7%
       200   Mapco Inc                                                                                                 10,925
     5,200   Phelps Dodge Corp                                                                                        283,400
                                                                                                                      294,325
             MISCELLANEOUS - 0.0%
       100   Witco Corp                                                                                                 2,863

             OIL AND GAS - 6.6%
     8,100   Amoco Corp (a)                                                                                           479,925
     1,200   Atlantic Richfield Co                                                                                    131,550
     5,200   Chevron Corp                                                                                             247,000
     1,200   Columbia Gas Systems *                                                                                    31,200
     1,000   El Paso Natural Gas Co                                                                                    30,750
    16,500   Exxon Corp                                                                                             1,056,000
       400   Kerr-McGee Corp                                                                                           20,150
     5,100   Mobil Corp                                                                                               443,700
       200   Murphy Oil Corp                                                                                            8,750
     2,400   Occidental Petroleum Corp                                                                                 47,700
       200   Pennzoil Co                                                                                                9,475
       100   Phillips Petroleum Co                                                                                      3,338
     4,200   Royal Dutch Petroleum Co ADR                                                                             470,925
     2,100   Texaco Inc                                                                                               133,875
     2,400   Williams Companies Inc                                                                                    69,000
                                                                                                                    3,183,338
             PAPER AND ALLIED PRODUCTS - 0.1%
       900   Consolidated Papers Inc                                                                                   43,538
     1,000   Glatfelter (PH) Co                                                                                        18,250
                                                                                                                       61,788
             PHARMACEUTICALS - 10.1%
    10,100   American Home Products Corp                                                                              722,150
     7,801   Amgen Inc *                                                                                              538,269
    23,400   Bristol-Myers Squibb Co                                                                                1,450,800
    16,600   Lilly (Eli) & Co                                                                                       1,112,200
     4,800   Marion Merrell Dow Inc                                                                                   119,400
    20,300   Merck & Co Inc                                                                                           860,213
     1,000   Mylan Laboratories (a)                                                                                    31,250
                                                                                                                    4,834,282
             PRIMARY PROCESSING - 1.4%
     5,500   Dow Chemical Co                                                                                          368,500
     4,200   Du Pont (E I) De Nemours & Co Inc                                                                        235,725
     1,100   Rohm & Haas Co                                                                                            61,738
                                                                                                                      665,963
             PRINTING AND PUBLISHING - 0.7%
     2,100   Dun and Bradstreet Corp                                                                                  108,413
     1,100   McGraw Hill Inc                                                                                           77,550
     3,700   Readers Digest Association Inc                                                                           170,200
                                                                                                                      356,163
             REFINING - 0.4%
     6,200   Ashland Inc                                                                                              200,725

             RETAIL TRADE - 3.3%
     6,700   Albertson's Inc                                                                                          206,025
     8,600   Autozone Inc *                                                                                           227,900
     2,100   Circuit City Stores Inc                                                                                   45,413
     1,500   Gap Stores                                                                                                48,750
    11,600   Kroger Co *                                                                                              304,500
     3,800   Melville Corp                                                                                            123,500
     4,000   Nordstrom Inc                                                                                            169,000
     8,900   Rite Aid Corp                                                                                            220,275
     4,600   The Pep Boys                                                                                             150,650
     1,500   Walgreen Co                                                                                               70,875
       600   Weismarkets Inc                                                                                           15,375
                                                                                                                    1,582,263
             SERVICES - 2.5%
       700   BHC Communications Inc Class A *                                                                          51,975
     8,900   Capital Cities/ABC Inc                                                                                   787,650
       600   Equifax Inc                                                                                               18,525
     1,400   Fleming Cos                                                                                               27,300
     5,800   Manpower Inc                                                                                             169,650
     2,300   Omnicom Group                                                                                            122,188
                                                                                                                    1,177,288
             TECHNOLOGY - 8.2%
       300   3Com Corp *                                                                                               15,638
     5,900   Amp Inc                                                                                                  442,500
     9,500   Apple Computer                                                                                           375,250
     3,500   Avery Dennison Corp                                                                                      131,250
    28,800   Compaq Computer Corp *                                                                                   993,600
     3,700   Computer Sciences Corp *                                                                                 181,763
     4,100   E G & G                                                                                                   58,938
       500   Emerson Electric                                                                                          33,063
     2,300   Grainger (WW) Inc                                                                                        140,588
     1,600   Hewlett-Packard Inc                                                                                      184,000
     4,900   LSI Logic Corp *                                                                                         267,050
     9,600   Microsoft Corp *                                                                                         604,800
     2,700   Millipore Corp                                                                                           143,438
     2,900   Storage Technology Corp *                                                                                 63,075
     1,600   Sun Microsystems Inc *                                                                                    51,200
    11,800   Tandem Computers Inc *                                                                                   200,600
       500   Thomas & Betts Corp                                                                                       33,313
                                                                                                                    3,920,066
             TELECOMMUNICATIONS - 0.2%
     1,000   Frontier Corp                                                                                             22,875
       900   General Instrument Corp * (a)                                                                             28,575
     1,200   Southern New England Telecommunications Corp                                                              39,750
                                                                                                                       91,200
             UTILITIES - 12.4%
     2,000   Allegheny Power System Inc                                                                                47,000
     4,200   American Electric Power Inc                                                                              142,275
     4,300   Baltimore Gas and Electric Co                                                                            105,888
     2,600   Carolina Power and Light Co                                                                               71,500
     6,600   Centerior Energy Corp                                                                                     64,350
     6,300   Central & South West Corp                                                                                155,138
     4,700   Cinergy Corp                                                                                             116,325
     2,500   CMS Energy Corp                                                                                           60,000
     7,700   Consolidated Edison                                                                                      212,713
     6,700   Detroit Edison Co                                                                                        191,788
     5,800   Dominion Resources Inc (a)                                                                               220,400
     3,100   DPL Inc                                                                                                   64,713
     1,600   DQE                                                                                                       53,800
     8,300   Duke Power Co                                                                                            325,775
     5,600   Entergy Corp                                                                                             125,300
     3,500   Florida Progress Corp                                                                                    109,813
     4,000   FPL Group Inc                                                                                            143,500
     5,100   General Public Utilities                                                                                 154,275
     2,400   Houston Industries Inc                                                                                    91,800
     2,700   Illinova Corp                                                                                             63,113
     2,200   Kansas City Power and Light Co                                                                            52,525
     4,000   Long Island Lighting                                                                                      64,000
     1,700   New England Electric System                                                                               56,100
     2,000   New York State Electric and Gas Corp                                                                      43,000
     4,300   Niagara Mohawk Power Corp                                                                                 63,963
     2,200   Nipsco Industries Inc                                                                                     69,575
     3,700   Northeast Utilities (a)                                                                                   84,175
     2,600   Northern States Power Co                                                                                 117,650
     4,300   Ohio Edison Co                                                                                            90,300
     1,100   Oklahoma Gas and Electric Co                                                                              38,913
     3,000   Pacific Enterprises                                                                                       73,500
    12,300   Pacific Gas and Electric Co                                                                              315,188
     9,900   PacifiCorp                                                                                               189,338
     4,100   Panhandle Eastern Corp                                                                                    92,250
     6,700   Peco Energy Co                                                                                           179,225
     2,900   Penn Power and Light Co                                                                                   60,175
     3,100   Pinnacle West Capital Corp                                                                                66,650
     2,400   Potomac Electric Power Co                                                                                 46,500
     7,900   Public Service Enterprise Group Inc                                                                      230,088
     1,300   Public Service of Colorado                                                                                39,813
     1,400   Puget Sound Power and Light Co                                                                            30,275
     1,900   San Diego Gas and Electric Co                                                                             41,088
     1,600   Scana Corp                                                                                                70,600
    13,000   SCE Corp                                                                                                 212,875
    21,100   Southern Co                                                                                              435,188
     3,900   Teco Energy                                                                                               83,850
     3,800   Texas Utilities Co                                                                                       124,925
     7,800   Unicom Corp                                                                                              198,900
     3,200   Union Electric Co                                                                                        121,200
     1,500   Western Resources Inc                                                                                     47,625
     3,600   Wisconsin Energy Corp                                                                                     99,900
                                                                                                                    5,958,820

             TOTAL STOCK (Cost $42,499,049)                                                                        46,936,698

 PAR VALUE   SHORT-TERM INVESTMENTS - 6.9%
             REPURCHASE AGREEMENT - 2.8%
$1,357,130   Salomon Brothers Repurchase  Agreement,  dated 2/28/95, due 3/1/95,
             with a  maturity  value of  $1,357,341  and an  effective  yield of
             5.60%, collateralized by a U.S. Treasury Bond with a rate of 6.25%,
             a maturity date of 8/15/23,
             and with an aggregate market value of $1,394,106.                                                      1,357,130

             U.S. GOVERNMENT - 0.1%
    60,000   U.S. Treasury Bill, 4.92% due 3/2/95                                                                      59,991

             CASH EQUIVALENTS - 4.0%
   853,664   Bank of Boston Time Deposit                                                                              853,664
   371,200   Dreyfus Cash Management Money Market Fund Plus, A Shares                                                 371,200
    94,745   National Westminster Time Deposit                                                                         94,745
   533,041   Provident Institutional Prime Money Market Fund                                                          533,041
                                                                                                                    1,852,650

             TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                       3,269,771

             TOTAL INVESTMENTS - 104.7%
             (Cost $45,768,820) * *                                                                                50,206,469

             Other Assets and Liabilities (net) -  (4.7%)                                                          (2,237,738)

             TOTAL NET ASSETS - 100.0%                                                             $               47,968,731
</TABLE>
             NOTES TO THE SCHEDULE OF INVESTMENTS:

             ADR  American Depositary Receipt

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

             *          Non-income producing security.

             **         The aggregate  identified  cost for federal income tax
                        purposes is $46,140,978,  resulting in gross  unrealized
                        appreciation   and   depreciation   of  $4,519,461   and
                        $453,970,  respectively, and net unrealized appreciation
                        of $4,065,491.

              See accompanying notes to the financial statements.


GMO TOBACCO-FREE CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>

<S>                                                                <C>
ASSETS:
  Investments, at value (cost $42,499,049) (Note 1)                $          46,936,698
  Short-term investments, at amortized cost (Note 1)                           3,269,771
  Receivable for investments sold                                                581,147
  Dividends and interest receivable                                              178,375
  Receivable for variation margin on open futures contracts                        3,350
  Receivable for expenses waived or borne by Manager (Note 2)                     14,148

    Total assets                                                              50,983,489


LIABILITIES:
  Payable for investments purchased                                              498,656
  Payable for Fund shares repurchased                                            583,092
  Payable upon return of securities loaned (Note 1)                            1,852,396
  Payable to affiliate for management fee (Note 2)                                18,351
  Accrued expenses                                                                62,263

    Total liabilities                                                          3,014,758


NET ASSET(equivalent to $10.65 per share based
  on 4,502,238 shares outstanding, unlimited shares authorized)    $          47,968,731



NET ASSETS CONSIST OF:
  Paid-in capital                                                  $          43,015,553
  Accumulated net realized gain on investments and
   closed futures contracts                                                      515,529
  Net unrealized appreciation on investments
   and open futures contracts                                                  4,437,649

    NET ASSETS                                                     $          47,968,731
</TABLE>

              See accompanying notes to the financial statements.


GMO TOBACCO-FREE CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>
<S>                                                                <C>
INVESTMENT INCOME:
  Dividends (net of withholding taxes of $9,454)                   $   1,465,067
  Interest (including securities lending income of $4,528)                95,182

    Total income                                                       1,560,249

EXPENSES:
  Management fee (Note 2)                                                260,209
  Custodian and transfer agent fees                                       76,742
  Audit fees                                                              49,489
  Legal fees                                                               2,318
  Insurance                                                                  644
  Trustee fee (Note 2)                                                       261
  Miscellaneous                                                              560

    Total expenses                                                       390,223

    Less:  expenses waived or borne by Manager (Note 2)                 (140,422)

    Net expenses                                                         249,801

      Net investment income                                            1,310,448

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  AND FUTURES CONTRACTS:
    Net realized gain (loss) on:
      Investments                                                      4,405,159
      Closed futures contracts                                           (57,931)

        Net realized gain                                              4,347,228

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                     (2,301,772)
      Open futures contracts                                               7,846

        Net unrealized loss                                           (2,293,926)

      Net realized and unrealized gain on investments
         and futures contracts                                         2,053,302

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $   3,363,750
</TABLE>

              See accompanying notes to the financial statements.

GMO TOBACCO-FREE CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                              YEAR ENDED
                                                               FEBRUARY 28, 1995       FEBRUARY 28, 1994
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                         <C>                      <C>
Operations:
  Net investment income                                     $           1,310,448    $          1,384,900
  Net realized gain on investments
    and closed futures contracts                                        4,347,228               4,277,764
  Change in net unrealized appreciation (depreciation) on
    investments and open futures contracts                             (2,293,926)              2,265,919

  Net increase in net assets resulting from operations                  3,363,750               7,928,583

Distributions to shareholders from:
  Net investment income                                                (1,340,450)             (1,612,593)
  Net realized gains                                                   (4,364,391)             (6,681,832)

                                                                       (5,704,841)             (8,294,425)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                          2,407,000                  -
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                5,704,841               8,294,425
  Cost of shares repurchased                                          (13,646,591)            (37,315,687)

  Net decrease in net assets resulting
    from Fund share transactions                                       (5,534,750)            (29,021,262)

  Total decrease in net assets                                         (7,875,841)            (29,387,104)

NET ASSETS:
  Beginning of period                                                  55,844,572              85,231,676

  End of period (including undistributed net
    investment income of $0 and
    $254,797, respectively)                                 $          47,968,731    $         55,844,572
</TABLE>


              See accompanying notes to the financial statements.



GMO TOBACCO-FREE CORE FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>

                                                                        YEAR ENDED FEBRUARY 28/29,
                                                    1995                  1994                  1993                  1992*

<S>                                              <C>                   <C>                   <C>                   <C>     
NET ASSET VALUE, BEGINNING OF PERIOD             $  11.07              $  11.35              $  10.50              $  10.00

Income from investment operations:
  Net investment income (a)                          0.23                  0.34                  0.31                  0.12
  Net realized and unrealized gain
   on investments and futures contracts              0.50                  1.18                  0.84                  0.44

    Total from investment operations                 0.73                  1.52                  1.15                  0.56

Less distributions to shareholders:
  From net investment income                        (0.28)                (0.35)                (0.30)                (0.06)
  From net realized gains                           (0.87)                (1.45)                  -                     -

    Total distributions                             (1.15)                (1.80)                (0.30)                (0.06)

NET ASSET VALUE, END OF PERIOD                   $  10.65              $  11.07              $  11.35              $  10.50

TOTAL RETURN (B)                                     7.36%                14.12%                11.20%                 5.62%


RATIOS/SUPPLEMENTAL DATA:

   Net assets, end of peri                       $ 47,969              $ 55,845              $ 85,232              $ 75,412
   Net expenses to average
     daily net assets (a)                            0.48%                 0.48%                 0.49%                 0.49%**
   Net investment income to average
     daily net assets (a)                            2.52%                 2.42%                 2.88%                 3.77%**
   Portfolio turnover rate                            112%                   38%                   56%                    0%

*    For the period from the commencement of operations, October 31, 1991 to February 29, 1992.
**   Annualized.
(a)  Net of fees and expenses voluntarily waived or borne by the Manager of $.03, $.03, $.02, and $.01
     per share for the for the fiscal years ended 1995,  1994,  1993 and for the
     period ended February 29, 1992, respectively.
(b)  Calculation  excludes  subscription fees. The total returns would have been
     lower had certain expenses not been waived during the periods shown.
</TABLE>
              See accompanying notes to the financial statements.

GMO TOBACCO-FREE CORE FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES

     The 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
     Trust was established as a  Massachusetts  Business Trust under the laws of
     the  Commonwealth  of  Massachusetts  on June 24, 1985. The  Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less are
     valued at amortized cost which approximates  market value. Other assets and
     securities for which no quotations are readily available are valued at fair
     value as determined in good faith by the Trustees.

     FUTURES CONTRACTS
     The Fund may purchase futures  contracts on the S&P 500 index.  Stock index
     futures contracts  represent  commitments for future delivery of cash based
     upon the level of a specified  index of equity  securities at a given date.
     The Fund may use  futures  contracts  to manage its  exposure  to the stock
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded. At February 28,
     1995, there were no outstanding futures contracts.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults, the value of the collateral declines or
     if the seller enters insolvency  proceedings,  realization of collateral by
     the Fund may be delayed or limited.


     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned  securities  having a market value of $1,839,887  collateralized  by
     cash  in the  amount  of  $1,852,650,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders within the prescribed time periods.
     Therefore, no provision for federal income or excise tax is necessary.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for partnership interests.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.
<TABLE>
<CAPTION>
           Undistributed Net Investment          Accumulated Net Realized
                      Income                             Gain                     Paid-in Capital
                  <S>                                  <C>                              <C>
                  ($224,795)                           $223,859                         $936
</TABLE>
     Distributions  in excess of tax basis earnings and profits will be reported
     in the Fund's  financial  statements  as a return of capital.  Furthermore,
     differences  in the  recognition  or  classification  of income between the
     financial statements and tax earnings and profits which result in temporary
     over-distributions  for  financial  statement  purposes are  classified  as
     distributions  in  excess  of net  investment  income  or  accumulated  net
     realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date.  Interest  income is  recorded  on the
     accrual basis. In determining the net gain or loss on securities  sold, the
     cost of securities is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .17% of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund.  For the year ended  February 28, 1995,  the Fund received  $4,092 in
     purchase  premiums.  There is no premium for cash  redemptions,  reinvested
     distributions or in-kind transactions.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual  rate of .50% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed .48% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $261. No  remuneration is paid
     to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended February 28, 1995,  aggregated
     $55,293,634 and $63,480,456, respectively.

4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 95% of the  outstanding  shares of the Fund were held
     by two  individual  shareholders,  each  holding  in  excess  of 10% of the
     outstanding shares of the Fund.

5.   SHARE TRANSACTIONS

     The Declaration of Trust permits the Trustees to issue an unlimited  number
     of full and fractional  shares of beneficial  interest (without par value).
     Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
                                                                     Year Ended                   Year Ended
                                                                 February 28, 1995            February 28, 1994

<S>                                                                    <C>                         <C>
Shares sold                                                               226,368                    ----
Shares issued to shareholders in reinvestment
  of distributions                                                        560,904                     749,482
Shares repurchased                                                     (1,331,510)                 (3,214,595)
Net decrease                                                             (544,238)                 (2,465,113)

Fund shares:
  Beginning of period                                                   5,046,476                   7,511,589
  End of period                                                         4,502,238                   5,046,476

                                                           * * *
</TABLE>

GMO Tobacco-Free Core Fund
(A Series of GMO Trust)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)

     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 71.00% of distributions as net capital gain dividends.





GMO VALUE ALLOCATION FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the  Shareholders of GMO Value  Allocation Fund
(A Series of GMO Trust)


In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position  of GMO Value  Allocation  Fund at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 10, 1995





GMO VALUE ALLOCATION FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>
      SHARES        DESCRIPTION                                                                                     VALUE ($)

                    STOCK - 95.1%
                    AEROSPACE - 3.6%

           <C>      <S>                                                                                             <C>
           44,500   E-Systems Inc                                                                                          1,946,875
           26,100   Lockheed Corp                                                                                          2,026,013
           37,400   Martin Marietta Corp                                                                                   1,785,850
           10,600   Northrop Corp                                                                                            470,375
           54,000   Raytheon Co                                                                                            3,807,000
           68,500   Rockwell International Corp                                                                            2,637,250
                                                                                                                          12,673,363
                    AUTOMOTIVE - 2.6%
            2,600   Bandag Inc                                                                                               156,000
            5,000   Chrysler Corp                                                                                            217,500
            4,500   Eaton Corp                                                                                               225,563
          106,300   Ford Motor Co                                                                                          2,777,088
           80,000   General Motors Corp                                                                                    3,410,000
           23,300   Genuine Parts Co                                                                                         905,788
           15,000   Mascotech Industries Inc Convertible Preferred $1.20                                                     208,125
           25,000   Navistar International Corp Preferred $6.00                                                            1,306,250
            3,300   SPX Corp                                                                                                  50,325
                                                                                                                           9,256,639
                    BANKING AND FINANCIAL SERVICES - 12.7%
          245,400   American Express Co                                                                                    8,282,250
           10,000   Bank of Boston                                                                                           301,250
           35,000   BankAmerica Corp                                                                                       1,684,375
           28,400   Bear Stearns Cos Inc                                                                                     532,500
           15,900   Beneficial Corp                                                                                          590,288
           34,400   Chase Manhattan Corp                                                                                   1,234,100
           75,000   Chemical Banking Corp                                                                                  3,009,375
           55,000   Citicorp Convertible Preferred 10.75%                                                                  6,778,750
          487,500   Citicorp Convertible Preferred $1.21                                                                   9,384,375
           11,300   Comdisco Inc                                                                                             288,150
           45,000   Comerica Inc                                                                                           1,265,625
            5,000   Countrywide Credit Industries                                                                             81,250
           66,600   Dean Witter Discover and Co                                                                            2,688,975
           20,300   Edwards (A G) Inc                                                                                        456,750
           15,000   Great Western Financial                                                                                  281,250
           14,000   Household International Inc                                                                              612,500
           22,900   Morgan Stanley Group Inc                                                                               1,542,888
           10,000   Nationsbank Corp                                                                                         498,750
           11,200   Paine Webber Inc                                                                                         194,600
           41,100   Salomon Inc (a)                                                                                        1,479,600
            5,000   Shawmut National Corp                                                                                    128,125
            8,200   Student Loan Marketing Association                                                                       302,375
           40,000   Summit Properties Inc                                                                                    680,000
           60,000   Travelers Inc                                                                                          2,332,500
                                                                                                                          44,630,601
                    CHEMICALS - 0.7%
           45,000   Baxter International Inc                                                                               1,400,625
           25,000   Borden Chemical and Plastics LP                                                                          437,500
            7,500   Georgia Gulf Corp *                                                                                      225,000
            7,500   Grace (WR) and Co                                                                                        337,500
            3,500   Wellman Inc                                                                                               94,500
                                                                                                                           2,495,125
                    COMMUNICATIONS - 0.0%
            2,500   Motorola Inc                                                                                             143,750

                    COMPUTER AND DATA PROCESSING SERVICES - 0.6%
          250,000   SHL System House *                                                                                     1,500,000
           16,900   Stratus Computer Inc *                                                                                   445,738
                                                                                                                           1,945,738
                    CONSTRUCTION - 0.4%
           45,000   Owens Corning Fiberglass Corp * (a)                                                                    1,513,125

                    CONSUMER GOODS - 5.4%
           62,500   Burlington Industries Inc *                                                                              687,500
            8,100   Callaway Golf Company (a)                                                                                273,375
           50,000   Corning Inc                                                                                            1,606,250
          117,500   Eastman Kodak Co                                                                                       5,992,500
            5,700   Jones Apparel Group Inc *                                                                                133,950
           16,800   Liz Claiborne                                                                                            270,900
           75,000   Maytag Corp                                                                                            1,237,500
            1,100   National Service Industries                                                                               29,563
            5,500   Nike Inc Class B                                                                                         395,313
           13,500   Polaroid Corp                                                                                            405,000
           22,500   Premark International Inc                                                                                973,125
            2,500   Procter and Gamble Co                                                                                    166,250
            9,000   Reebok International Ltd                                                                                 329,625
            5,800   VF Corp                                                                                                  298,700
          425,000   Westinghouse Electric Corp Convertible Preferred $1.30 144A                                            5,790,625
            2,500   Whirlpool Corp                                                                                           135,938
                                                                                                                          18,726,114
                    ENVIRONMENTAL CONTROL - 0.0%
            7,500   Waste Management International Plc ADS *                                                                  78,750

                    FOOD AND BEVERAGE - 4.1%
           55,500   Anheuser-Busch Cos Inc                                                                                 3,128,813
            9,500   Brown Forman Corp Class B                                                                                307,563
            4,300   Dean Foods Co                                                                                            133,300
           17,300   Heinz (H J) Co                                                                                           681,188
            1,700   Hershey Foods Corp                                                                                        83,300
            7,700   Hormel (Geo A) and Co                                                                                    205,975
              600   IBP Inc                                                                                                   19,125
            1,400   International Multifoods Corp                                                                             26,075
          750,000   RJR Nabisco Holdings Convertible Preferred Series C 9.25%                                              4,406,250
           39,100   Sara Lee Corp                                                                                          1,026,375
           25,000   Supervalu Inc                                                                                            643,750
           27,600   Unilever ADR                                                                                           3,353,400
            4,900   Universal Foods Corp                                                                                     153,738
            5,400   Whitman Corp                                                                                             101,925
                                                                                                                          14,270,777
                    HEALTH CARE - 2.7%
            7,800   Bausch & Lomb Inc                                                                                        259,350
          100,000   Beverly Enterprises Inc * (a)                                                                          1,300,000
            2,900   Boston Scientific Corp * (a)                                                                              62,713
           25,000   Caremark International Inc                                                                               437,500
           39,600   Columbia/HCA Healthcare Corp                                                                           1,638,450
            5,000   Elan Corp Plc ADR * (a)                                                                                  176,250
           17,500   Foundation Health Corp *                                                                                 522,813
           10,300   Medtronic Inc                                                                                            618,000
           78,900   National Medical Enterprises *                                                                         1,222,950
           78,600   Upjohn Co                                                                                              2,770,650
           14,400   Wellpoint Health Networks Class A *                                                                      473,400
                                                                                                                           9,482,076
                    INSURANCE - 6.6%
          102,400   Aetna Life and Casualty Co                                                                             5,504,000
            7,700   AFLAC Corp                                                                                               290,675
            2,500   Alexander & Alexander Services Inc                                                                        54,375
           16,900   Allmerica Property and Casualty                                                                          329,550
            7,500   Allstate Corp                                                                                            206,250
           15,600   American General Corp                                                                                    493,350
           10,000   AON Corp                                                                                                 347,500
           35,300   Cigna Corp                                                                                             2,673,975
          210,000   Continental Corp                                                                                       4,068,750
           15,000   First Colony Corp                                                                                        335,625
            3,500   General Re Corp                                                                                          455,875
            5,000   John Alden Financial Corp                                                                                143,750
            5,000   Kemper Corp                                                                                              201,250
           15,000   Life Re Corp                                                                                             298,125
            2,500   Marsh & McLennan Cos Inc                                                                                 205,000
           10,600   MBIA Inc                                                                                                 657,200
            5,000   National Re Corp                                                                                         151,875
            3,200   Old Republic International Corp                                                                           79,200
            6,400   Provident Life and Accident Insurance Co Class B                                                         150,400
           16,200   Providian Corp                                                                                           573,075
          150,000   Reliance Group Holdings Inc                                                                              825,000
           31,700   St Paul Cos                                                                                            1,541,413
           32,500   TIG Holdings Inc                                                                                         674,375
            7,900   Torchmark Corp                                                                                           330,813
           20,000   Transamerica Corp                                                                                      1,092,500
            2,400   Twentieth Century Industries                                                                              30,000
           75,000   USF & G Corp                                                                                           1,068,750
            1,000   USLIFE Corp                                                                                               38,125
           25,000   Willis Corroon Group Plc ADR                                                                             281,250
                                                                                                                          23,102,026
                    MACHINERY - 1.0%
           75,000   CBI Industries Inc                                                                                     1,818,750
            7,500   Cummins Engine Inc                                                                                       341,250
            7,800   Dover Corp                                                                                               464,100
           10,000   FMC Corp *                                                                                               585,000
           10,000   Snap-On Tools Corp                                                                                       340,000
                                                                                                                           3,549,100
                    MANUFACTURING - 9.5%
          133,800   Boeing Co                                                                                              6,171,525
            5,000   General Electric Co                                                                                      274,375
          103,500   International Business Machines Corp                                                                   7,788,375
           15,000   ITT Corp                                                                                               1,462,500
           12,700   Litton Industries *                                                                                      463,550
          225,000   Mascotech Industries Inc                                                                               2,756,250
           40,800   Minnesota Mining and Manufacturing                                                                     2,233,800
            1,200   Sequa Corp Class A *                                                                                      33,750
          200,000   Teledyne Inc                                                                                           4,625,000
            2,000   Teledyne Inc Preferred Stock Series E                                                                     30,000
            1,400   Temple Inland Inc                                                                                         68,425
           16,200   Textron Inc                                                                                              886,950
           35,000   United Technologies Corp                                                                               2,323,125
          275,000   Westinghouse Electric Corp                                                                             4,262,500
                                                                                                                          33,380,125
                    METALS AND MINING - 2.9%
          150,000   Alcan Aluminum Ltd                                                                                     3,637,500
           10,000   Alumax Inc *                                                                                             286,250
           10,000   Aluminum Co of America                                                                                   390,000
           45,200   Asarco Inc                                                                                             1,231,700
           45,000   Cyprus Amax Minerals Co (a)                                                                            1,215,000
           60,000   Inco Ltd (a)                                                                                           1,612,500
           14,100   Phelps Dodge Corp                                                                                        768,450
           20,000   Reynolds Metals Co                                                                                     1,000,000
                                                                                                                          10,141,400
                    MISCELLANEOUS - 0.1%
            7,500   Freeport-McMoran Corp Preferred                                                                          243,750

                    OIL AND GAS - 6.6%
           12,500   Amerada Hess Corp                                                                                        612,500
            8,200   Chevron Corp                                                                                             389,500
           26,200   Columbia Gas Systems *                                                                                   681,200
           12,500   Dresser Industries Inc                                                                                   257,813
            3,700   El Paso Natural Gas Co                                                                                   113,775
           25,000   Enserch Corp                                                                                             350,000
            1,200   Equitable Resources Inc                                                                                   33,300
           37,900   Exxon Corp                                                                                             2,425,600
            5,000   Kerr-McGee Corp                                                                                          251,875
           25,000   Maxus Energy Corp *                                                                                       96,875
           42,900   Mobil Corp                                                                                             3,732,300
          125,000   Noram Energy Corp                                                                                        703,125
           60,000   Occidental Petroleum Corp                                                                              1,192,500
            1,400   Oneok Inc                                                                                                 24,150
           28,200   Royal Dutch Petroleum Co ADR                                                                           3,161,925
           22,500   Seagull Energy Corp *                                                                                    379,688
            4,400   Southwest Gas Corp                                                                                        67,100
            1,300   Southwestern Energy Co                                                                                    16,413
           20,300   Texaco Inc                                                                                             1,294,125
           87,500   Unocal Corp                                                                                            2,482,813
            5,000   Unocal Corp Convertible Preferred $3.50 144A                                                             256,250
          125,000   USX - Marathon Group                                                                                   2,031,250
           87,500   Williams Companies Inc                                                                                 2,515,625
                                                                                                                          23,069,702
                    PAPER AND ALLIED PRODUCTS - 0.1%
            5,000   Weyerhaeuser Co (a)                                                                                      203,750

                    PHARMACEUTICALS - 4.0%
           19,900   American Home Products Corp                                                                            1,422,850
           67,000   Bristol-Myers Squibb Co                                                                                4,154,000
           94,500   Lilly (Eli) & Co                                                                                       6,331,500
           30,500   Marion Merrell Dow Inc                                                                                   758,688
           34,300   Merck & Co Inc                                                                                         1,453,463
                                                                                                                          14,120,501
                    PRIMARY PROCESSING - 4.3%
           75,000   Armco Inc *                                                                                              496,875
           75,000   Bethlehem Steel Corp *                                                                                 1,171,875
           50,000   Boise Cascade Corp Preferred Series G $1.58                                                            1,368,750
           22,500   Champion International Corp                                                                              925,313
            7,500   Du Pont (E I) De Nemours & Co Inc                                                                        420,938
           35,000   International Paper Co                                                                                 2,673,125
           75,000   James River Corp                                                                                       1,846,875
          100,000   James River Corp Convertible Preferred 9.00%                                                           2,275,000
           45,000   Methanex Corp *                                                                                          472,500
           35,000   National Steel Corp Class B *                                                                            577,500
              700   NCH Corp                                                                                                  42,875
            1,800   Olin Corp (a)                                                                                             91,575
           50,000   USX-US Steel Group Inc                                                                                 1,662,500
            2,900   Valspar                                                                                                  103,675
          100,000   Weirton Steel Corp *                                                                                     762,500
           25,000   WHX Corp *                                                                                               265,625
                                                                                                                          15,157,501
                    PRINTING AND PUBLISHING - 0.2%
           15,000   Dun and Bradstreet Corp                                                                                  774,375

                    REAL ESTATE - 0.1%
           25,000   Crown American Realty                                                                                    309,375

                    REFINING - 0.8%
           13,300   Ashland Inc                                                                                              430,588
            8,300   Diamond Shamrock Inc                                                                                     207,500
           22,500   Imperial Oil Ltd                                                                                         765,000
           25,000   Sun Co Inc                                                                                               728,125
            8,500   Tosco Corp                                                                                               245,438
           32,500   Valero Energy Corp                                                                                       580,938
                                                                                                                           2,957,589
                    RETAIL TRADE - 3.6%
            5,000   Albertson's Inc                                                                                          153,750
           25,000   American Stores Co                                                                                       612,500
            1,600   Blair Corp                                                                                                54,200
            3,900   Circuit City Stores Inc                                                                                   84,338
            1,800   Family Dollar Stores                                                                                      23,400
            2,500   Fingerhut Companies Inc                                                                                   40,938
          100,000   Kmart                                                                                                  1,275,000
            2,800   Lands' End Inc *                                                                                          46,550
            2,600   Longs Drugstores Corp                                                                                     82,550
           10,000   May Dept Stores                                                                                          365,000
           35,600   Melville Corp                                                                                          1,157,000
          250,000   Price/Costco Inc *                                                                                     3,406,250
           25,900   Rite Aid Corp                                                                                            641,025
           50,000   Sears Roebuck & Co                                                                                     2,462,500
            3,000   Stanhome Inc                                                                                              84,000
           10,000   The Limited Inc                                                                                          175,000
           40,000   TJX Cos Inc                                                                                              540,000
           55,000   Wal-Mart Stores Inc                                                                                    1,306,250
                                                                                                                          12,510,251
                    SERVICES - 0.9%
            2,600   BHC Communications Inc Class A *                                                                         193,050
            7,100   Chris Craft Industries Inc *                                                                             252,050
            5,500   Deluxe Corp                                                                                              154,000
           59,600   Fleming Cos                                                                                            1,162,200
            2,300   Lee Enterprises Inc                                                                                       83,088
              500   Meredith Corp                                                                                             24,313
            4,200   PHH Corp                                                                                                 157,500
           50,000   Tele-Communications Class A *                                                                          1,137,500
                                                                                                                           3,163,701
                    TECHNOLOGY - 3.9%
           25,000   Advanced Micro Devices *                                                                                 759,375
           26,800   Apple Computer                                                                                         1,058,600
            5,000   Bay Networks Inc *                                                                                       156,875
           40,000   Cray Research Inc *                                                                                      675,000
           25,000   Data General *                                                                                           196,875
          212,500   Digital Equipment Corp *                                                                               7,118,750
           70,000   Fisher Scientific                                                                                      1,890,000
           12,500   Intel Corp                                                                                               996,875
            3,500   Microsoft Corp *                                                                                         220,500
           25,000   Moore Corp Ltd (a)                                                                                       462,500
                                                                                                                          13,535,350
                    TELECOMMUNICATIONS - 3.5%
           12,500   AT & T Corp                                                                                              646,875
          177,500   GTE Corp                                                                                               5,924,063
           75,000   MCI Communications                                                                                     1,509,375
           45,000   Pacific Telesis Group                                                                                  1,350,000
           22,500   Sprint Corp                                                                                              658,125
           60,000   US West Inc                                                                                            2,325,000
                                                                                                                          12,413,438
                    TEXTILES - 0.1%
           25,000   Kellwood Co                                                                                              440,625

                    TOBACCO - 2.2%
           95,000   American Brands Inc                                                                                    3,550,625
           50,000   Hanson Plc ADR (a)                                                                                       937,500
           30,400   Loews Corp                                                                                             2,952,600
            4,000   Philip Morris Cos Inc                                                                                    243,000
                                                                                                                           7,683,725
                    TRANSPORTATION - 1.9%
           25,000   AMR Corp *                                                                                             1,528,125
          125,000   Canadian Pacific Ltd                                                                                   1,750,000
           15,000   Delta Air Lines Inc                                                                                      870,000
            5,000   Goodyear Tire and Rubber                                                                                 184,375
           10,000   Northwest Airlines Corp Class A *                                                                        246,250
            7,500   Overseas Shipholding Group Inc                                                                           173,438
           37,500   Ryder System Inc                                                                                         871,875
           40,000   USAir Group Inc Convertible Preferred Series B $4.375                                                  1,090,000
                                                                                                                           6,714,063
                    UTILITIES - 10.0%
            1,200   Allegheny Power System Inc                                                                                28,200
            3,400   American Electric Power Inc                                                                              115,175
            4,200   American Water Works Co                                                                                  123,900
            3,900   Atlantic Energy Inc                                                                                       74,100
           15,900   Baltimore Gas and Electric Co                                                                            391,538
            2,700   Boston Edison Co                                                                                          66,150
          219,200   Centerior Energy Corp                                                                                  2,137,200
           74,700   Cinergy Corp                                                                                           1,848,825
           15,000   CMS Energy Corp                                                                                          360,000
           38,900   Consolidated Edison                                                                                    1,074,592
            1,400   Delmarva Power and Light Co                                                                               27,825
            4,100   Destec Energy Inc *                                                                                       41,000
           54,800   Detroit Edison Co                                                                                      1,568,650
           25,000   DPL Inc                                                                                                  521,875
            5,400   DQE                                                                                                      181,575
           92,300   Entergy Corp                                                                                           2,065,213
            1,600   FPL Group Inc                                                                                             57,400
           65,200   General Public Utilities                                                                               1,972,300
            4,500   Houston Industries Inc                                                                                   172,125
           35,000   Illinova Corp                                                                                            818,125
           25,900   Long Island Lighting                                                                                     414,400
            1,400   Midwest Resources                                                                                         20,300
            5,500   New England Electric System                                                                              181,500
           14,100   New York State Electric and Gas Corp                                                                     303,150
           28,400   Niagara Mohawk Power Corp                                                                                422,450
           43,400   Northeast Utilities (a)                                                                                  987,350
           12,500   Ohio Edison Co                                                                                           262,500
              700   Oklahoma Gas and Electric Co                                                                              24,763
           53,500   Pacific Gas and Electric Co                                                                            1,370,938
           50,000   Panhandle Eastern Corp                                                                                 1,125,000
           23,000   Peco Energy Co                                                                                           615,250
            9,300   Penn Power and Light Co                                                                                  192,975
           45,600   Pinnacle West Capital Corp                                                                               980,400
           13,000   Portland General Electric Co                                                                             264,875
            9,000   Potomac Electric Power Co                                                                                174,375
           77,900   Public Service Enterprise Group Inc                                                                    2,268,838
           24,800   Public Services Co of New Mexico *                                                                       319,300
            1,100   Puget Sound Power and Light Co                                                                            23,788
            5,000   Rochester Gas and Electric Corp                                                                          109,375
           67,800   SCE Corp                                                                                               1,110,225
           60,000   Tenneco Inc                                                                                            2,730,000
          127,600   Texas Utilities Co                                                                                     4,194,850
           50,000   TransCanada Pipeline Ltd                                                                                 662,500
           92,100   Unicom Corp                                                                                            2,348,550
            4,900   Western Resources Inc                                                                                    155,575
                                                                                                                          34,908,995

                    TOTAL STOCK (Cost $306,984,846)                                                                      333,595,400

     PAR VALUE      SHORT-TERM INVESTMENTS - 5.8%
                    REPURCHASE AGREEMENT - 3.0%
$      10,503,055   Salomon Brothers Repurchase Agreement, dated 2/28/95,
                    due 3/1/95, with a maturity value of $10,504,689 and an
                    effective yield of 5.60%, collateralized by a U.S. Treasury
                    Bond with a rate of 6.25%, a maturity date of 8/15/23,
                    and with an aggregate market value of $10,789,221.                                                    10,503,055

                    U.S. GOVERNMENT - 0.3%
          945,000   U.S. Treasury Bill, 4.92% due 3/2/95 (b)                                                                 944,861

                    CASH EQUIVALENTS - 2.5%
        1,663,720   Bank of Boston Time Deposit                                                                            1,663,720
        4,052,245   Dreyfus Cash Management Money Market Fund Plus, A Shares                                               4,052,245
          442,140   National Westminster Time Deposit                                                                        442,140
        2,487,495   Provident Institutional Prime Money Market Fund                                                        2,487,495
                                                                                                                           8,645,600

                    TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                      20,093,516

                    TOTAL INVESTMENTS - 100.9%
                    (Cost $327,078,362) * *                                                               $              353,688,916

                    Other Assets and Liabilities (net) -  (0.9%)                                                         (2,994,455)

                    TOTAL NET ASSETS - 100.0%                                                             $              350,694,461

                    NOTES TO THE SCHEDULE OF INVESTMENTS:

                    ADR    American Depositary Receipt

                    ADS     American Depositary Shares

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

                    (b)        This security is held as collateral for open futures contracts.

                    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 buyers.

                    *      Non-income producing security

                    **     The aggregate  identified cost for federal income
                           tax  purposes is  $336,063,721,  resulting in gross
                           unrealized   appreciation   and   depreciation   of
                           $31,073,736 and $13,448,541,  respectively, and net
                           unrealized appreciation of $17,625,195.
</TABLE>
              See accompanying notes to the financial statements.


GMO VALUE ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995
<TABLE>

<S>                                                                <C>
ASSETS:
  Investments, at value (cost $306,984,846) (Note 1)               $         333,595,400
  Short-term investments, at amortized cost (Note 1)                          20,093,516
  Receivable for Fund shares sold                                              6,500,000
  Receivable for investments sold                                              5,158,625
  Dividends and interest receivable                                            1,478,267
  Receivable for variation margin on open futures contracts                       58,671
  Receivable for expenses waived or borne by Manager (Note 2)                     30,926

    Total assets                                                             366,915,405


Liabilities:
  Payable upon return of securities loaned (Note 1)                            8,643,998
  Payable for investments purchased                                            3,770,601
  Payable for Fund shares repurchased                                          3,539,907
  Payable to affiliate for management fee  (Note 2)                              185,497
  Accrued expenses                                                                80,941

    Total liabilities                                                         16,220,944


NET ASSETS(equivalent to $12.05 per share based
  on 29,095,761 shares outstanding, unlimited shares authorized)   $         350,694,461



NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         326,243,082
  Undistributed net investment income                                          1,914,719
  Accumulated net realized loss on investments and
   closed futures contracts                                                   (4,119,787)
  Net unrealized appreciation on investments and
   open futures contracts                                                     26,656,447

    NET ASSETS                                                     $         350,694,461



              See accompanying notes to the financial statements.
</TABLE>
GMO VALUE ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>
<S>                                                                <C>
INVESTMENT INCOME:
  Dividends (net of withholding taxes of $70,611)                  $   14,887,482
  Interest (including securities lending income of $28,587)               687,766

    Total income                                                       15,575,248

EXPENSES:
  Management fee (Note 2)                                               3,144,806
  Custodian and transfer agent fees                                       116,807
  Audit fees                                                               54,293
  Legal fees                                                               28,232
  Insurance                                                                 5,337
  Trustee fee (Note 2)                                                      1,778
  Registration fees                                                         1,000
  Miscellaneous                                                             1,000

    Total expenses                                                      3,353,253

    Less:  expenses waived or borne by Manager (Note 2)                  (612,779)

    Net expenses                                                        2,740,474

      Net investment income                                            12,834,774

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  AND FUTURES CONTRACTS:
    Net realized gain on:
      Investments                                                      45,409,063
      Closed futures contracts                                            405,102
        Net realized gain                                              45,814,165

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                     (41,594,737)
      Open futures contracts                                               45,893
        Net unrealized loss                                           (41,548,844)

      Net realized and unrealized gain on investments
         and futures contracts                                          4,265,321


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $   17,100,095
</TABLE>
              See accompanying notes to the financial statements.

GMO VALUE ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                             YEAR ENDED
                                                               FEBRUARY 28, 1995      FEBRUARY 28, 1994
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                         <C>                     <C>
Operations:
  Net investment income                                     $          12,834,774   $         30,299,099
  Net realized gain on investments
    and closed futures contracts                                       45,814,165            130,330,133
  Change in net  unrealized appreciation (depreciation)
    on investments and open futures contracts                         (41,548,844)           (15,258,162)

  Net increase in net assets resulting from operations                 17,100,095            145,371,070

Distributions to shareholders from:
  Net investment income                                               (16,241,648)           (32,053,898)
  Net realized gains                                                  (53,036,477)          (100,074,809)

                                                                      (69,278,125)          (132,128,707)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                         37,637,168            154,515,349
  Net asset value of shares issued to shareholders
    in payment of distributions declared                               59,045,467            109,347,043
  Cost of shares repurchased                                         (373,341,674)          (837,109,087)

  Net decrease  in net assets resulting
    from Fund share transactions                                     (276,659,039)          (573,246,695)

  Total decrease in net assets                                       (328,837,069)          (560,004,332)

NET ASSETS:
  Beginning of period                                                 679,531,530          1,239,535,862

  End of period (including undistributed net
    investment income of $1,914,719 and
    $5,309,936, respectively)                               $         350,694,461   $        679,531,530

</TABLE>



              See accompanying notes to the financial statements.

GMO VALUE ALLOCATION FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

                                                                                    YEAR ENDED FEBRUARY 28/29,
                                                                    1995          1994          1993          1992        1991 *

<S>                                                              <C>           <C>           <C>           <C>           <C>    
Net asset value, beginning of period                             $ 13.48       $ 13.50       $ 12.94       $ 12.25       $ 10.00

Income from investment operations:
  Net investment income (a)                                         0.41          0.43          0.38          0.40          0.12
  Net realized and unrealized gain
   on investments and futures contracts                             0.32          1.27          0.98          1.11          2.16

    Total from investment operations                                0.73          1.70          1.36          1.51          2.28

Less distributions to shareholders:
  From net investment income                                       (0.45)        (0.40)        (0.38)        (0.41)        (0.03)
  From net realized gains                                          (1.71)        (1.32)        (0.42)        (0.41)         --

    Total distributions                                            (2.16)        (1.72)        (0.80)        (0.82)        (0.03)

Net asset value, end of period                                   $ 12.05       $ 13.48       $ 13.50       $ 12.94       $ 12.25

Total Return (b)                                                    6.85%        13.02%        11.01%        12.96%        22.85%


Ratios/Supplemental Data:

   Net assets, end of period (000's)                          $  350,694 $     679,532 $   1,239,536$      644,136 $     190,664
   Net expenses to average
     daily net assets (a)                                           0.61%         0.61%         0.62%         0.67%         0.70%**
   Net investment income to average
     daily net assets (a)                                           2.86%         2.70%         3.15%         3.75%         7.89%**
   Portfolio turnover rate                                            77%           35%           50%           41%           23%



*  For the period from the commencement of operations,  November 14, 1990 through
   February 28, 1991.
** Annualized
(a)Net of fees and expenses  voluntarily waived or borne by the Manager of $.02, $.02, $.01, $.01, and $.01 per
   share for the fiscal years ended 1995, 1994, 1993, 1992 and the period ended February 28, 1991, respectively.
(b)Calculation excludes subscription fees.  The total returns would have been lower had certain expenses
   not been waived during the periods shown.

</TABLE>
              See accompanying notes to the financial statements.

GMO VALUE ALLOCATION FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995


1.   SIGNIFICANT ACCOUNTING POLICIES

     The GMO Value  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 Trust was established as a Massachusetts  Business Trust under the laws
     of the  Commonwealth of  Massachusetts on June 24, 1985. The Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less are
     valued at amortized cost which approximates  market value. Other assets and
     securities for which no quotations are readily available are valued at fair
     value as determined in good faith by the Trustees.

     FUTURES CONTRACTS
     The Fund may purchase futures  contracts on the S&P 500 index.  Stock index
     futures contracts  represent  commitments for future delivery of cash based
     upon the level of a specified  index of equity  securities at a given date.
     The Fund may use  futures  contracts  to manage its  exposure  to the stock
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 6 for
     all open futures contracts held as of February 28, 1995.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults, the value of the collateral declines or
     if the seller enters insolvency  proceedings,  realization of collateral by
     the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned  securities  having a market value of $8,188,338,  collateralized by
     cash  in the  amount  of  $8,645,600,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for redemptions in-kind.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.
<TABLE>
<CAPTION>
           Undistributed Net Investment          Accumulated Net Realized
                      Income                             Loss                     Paid-in Capital
                    <S>                              <C>                             <C>       
                    $11,657                          ($1,777,037)                    $1,765,380
</TABLE>
     Distributions  in excess of tax basis earnings and profits will be reported
     in the Fund's  financial  statements  as a return of capital.  Furthermore,
     differences  in the  recognition  or  classification  of income between the
     financial statements and tax earnings and profits which result in temporary
     over-distributions  for  financial  statement  purposes are  classified  as
     distributions  in  excess  of net  investment  income  or  accumulated  net
     realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date.  Interest  income is  recorded  on the
     accrual basis. In determining the net gain or loss on securities  sold, the
     cost of securities is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .15% of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund. For the year ended  February 28, 1995,  the Fund received  $24,038 in
     purchase  premiums.  There is no premium for cash  redemptions,  reinvested
     distributions or in-kind transactions.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual  rate of .70% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed .61% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995,  was $1,778.  No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended February 28, 1995,  aggregated
     $331,512,147 and $654,370,170, respectively.

4.  PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 16% of the  outstanding  shares of the Fund were held
     by one shareholder.

5.   SHARE TRANSACTIONS

     The Declaration of Trust permits the Trustees to issue an unlimited  number
     of full and fractional  shares of beneficial  interest (without par value).
     Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
                                              Year Ended           Year Ended
                                           February 28, 1995    February 28, 1994

<S>                                               <C>              <C>       
Shares sold                                         3,061,654       11,215,805
Shares issued to shareholders in reinvestment
 of distributions                                   5,068,747        8,104,633
Shares repurchased                                (29,453,951)     (60,726,452)
Net decrease                                      (21,323,550)     (41,406,014)
Fund shares:
 Beginning of period                               50,419,311       91,825,325
 End of period                                     29,095,761       50,419,311
</TABLE>

6.   FINANCIAL INSTRUMENTS

     A summary of  outstanding  futures  contracts at February  28, 1995,  is as
     follows:

<TABLE>
<CAPTION>
     Number of                                                                                  Net Unrealized
     Contracts               Type             Expiration Date           Contract Value           Appreciation
         <S>                <C>                 <C>                   <C>                     <C>
         44                 S&P 500             March 1995            $    10,748,100         $
                                                                                              45,893
</TABLE>
     At February 28, 1995,  the Fund has  sufficient  cash and/or  securities to
     cover any commitments or margin on these contracts.

                                                           * * *



GMO VALUE ALLOCATION FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)

     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 67.44% of distributions as net capital gain dividends.


 
GMO GROWTH ALLOCATION FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the Shareholders of
GMO Growth Allocation Fund (A Series of GMO Trust)


In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position of GMO Growth  Allocation  Fund at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 10, 1995





GMO GROWTH ALLOCATION FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>

       SHARES      DESCRIPTION                                                                                           VALUE ($)

                   STOCK - 90.3%
                   AEROSPACE - 3.1%
    <C>            <S>                                                                                   <C>
          11,300   E-Systems Inc                                                                                            494,375
          20,700   Lockheed Corp                                                                                          1,606,838
          25,000   Martin Marietta Corp                                                                                   1,193,750
           1,200   Northrop Corp                                                                                             53,250
          57,100   Raytheon Co                                                                                            4,025,550
                                                                                                                          7,373,763
                   AUTOMOTIVE - 2.0%
           8,400   Bandag Inc                                                                                               504,000
          27,300   Breed Technologies Inc (a)                                                                               648,375
          12,500   Eaton Corp                                                                                               626,563
          39,400   Genuine Parts Co                                                                                       1,531,675
          53,700   Harley-Davidson                                                                                        1,449,900
                                                                                                                          4,760,513
                   BANKING AND FINANCIAL SERVICES - 4.7%
         125,600   American Express Co                                                                                    4,239,000
           6,700   Bear Stearns Cos Inc                                                                                     125,625
          15,865   Comdisco Inc                                                                                             404,558
          14,200   Danaher Corp                                                                                             418,900
          77,300   Dean Witter Discover and Co                                                                            3,120,988
          34,500   First USA Inc                                                                                          1,272,188
          19,900   Morgan Stanley Group Inc                                                                               1,340,763
           1,400   Salomon Inc (a)                                                                                           50,400
           5,100   Student Loan Marketing Association                                                                       188,063
                                                                                                                         11,160,485
                   CHEMICALS - 0.4%
           6,500   Loctite Corp                                                                                             299,000
             900   Lyondell Petrochemical (a)                                                                                21,713
          26,200   Praxair Inc                                                                                              592,775
           3,700   Wellman Inc                                                                                               99,900
                                                                                                                          1,013,388
                   CONSUMER GOODS - 3.3%
          45,500   Callaway Golf Company (a)                                                                              1,535,625
           4,000   Church & Dwight Co Inc                                                                                    72,000
           4,100   Clorox Co                                                                                                247,538
          15,600   ConAgra Inc *                                                                                            510,900
           8,400   International Flavors & Fragrances                                                                       404,250
          18,000   Jones Apparel Group Inc *                                                                                423,000
             800   Kohls Corp *                                                                                              32,800
           8,000   Liz Claiborne                                                                                            129,000
          36,550   Mattel Co                                                                                                817,806
           1,000   National Service Industries                                                                               26,875
          52,200   Newell Co                                                                                              1,246,275
          11,700   Nike Inc Class B                                                                                         840,938
           1,900   Polaroid Corp                                                                                             57,000
           6,100   Premark International Inc                                                                                263,825
          25,300   Reebok International Ltd                                                                                 926,613
           3,900   Russ Berrie and Co                                                                                        50,700
           4,800   Russell Corp                                                                                             145,200
           1,200   VF Corp                                                                                                   61,800
                                                                                                                          7,792,145
                   FOOD AND BEVERAGE - 15.1%
          81,500   Anheuser-Busch Cos Inc                                                                                 4,594,563
          14,800   Brown Forman Corp Class B                                                                                479,150
         198,200   Coca-Cola Co                                                                                          10,901,000
          78,700   CPC International Inc                                                                                  4,210,450
          18,150   Dean Foods Co                                                                                            562,650
          78,100   Heinz (H J) Co                                                                                         3,075,188
           7,900   Hershey Foods Corp                                                                                       387,100
          12,000   Hormel (Geo A) and Co                                                                                    321,000
           2,400   International Multifoods Corp                                                                             44,700
          60,100   Kellogg Co                                                                                             3,252,913
             900   Quaker Oats Co                                                                                            29,363
         166,200   Sara Lee Corp                                                                                          4,362,750
           1,600   Tootsie Roll Industries Inc                                                                              107,200
           1,500   Tyson Food Inc Class A                                                                                    36,765
          21,300   Unilever ADR                                                                                           2,587,950
          15,500   Universal Foods Corp                                                                                     486,313
          36,100   Whitman Corp                                                                                             681,388
                                                                                                                         36,120,443
                   HEALTH CARE - 13.4%
          12,600   Bausch & Lomb Inc                                                                                        418,950
          36,500   Boston Scientific Corp * (a)                                                                             789,313
         201,000   Columbia/HCA Healthcare Corp                                                                           8,316,375
             700   Haemonetics Corp *                                                                                        11,113
         108,400   Johnson & Johnson                                                                                      6,151,700
          96,500   Medtronic Inc                                                                                          5,790,000
           9,600   National Medical Enterprises *                                                                           148,800
          44,300   United Healthcare Corp                                                                                 1,904,900
         179,100   US Health Care Inc                                                                                     7,701,300
          24,800   Wellpoint Health Networks Class A *                                                                      815,300
                                                                                                                         32,047,751
                   MACHINERY - 1.1%
          22,500   Dover Corp                                                                                             1,338,750
          14,900   FMC Corp *                                                                                               871,650
           7,300   Thermo Electron Corp * (a)                                                                               345,838
                                                                                                                          2,556,238
                   MANUFACTURING - 3.1%
          14,400   Alco Standard Corp                                                                                       979,200
           4,800   Bemis Co                                                                                                 130,200
          10,500   Litton Industries *                                                                                      383,250
          86,600   Minnesota Mining and Manufacturing                                                                     4,741,350
          22,800   Pall Corp                                                                                                458,850
           1,300   Sequa Corp Class A *                                                                                      36,563
           4,100   Trimas Corp                                                                                               92,250
          18,100   York International Corp                                                                                  696,850
                                                                                                                          7,518,513
                   MISCELLANEOUS - 0.0%
             400   Labone Inc                                                                                                 5,500

                   OIL AND GAS - 1.1%
          25,200   Anadarko Petroleum Corp                                                                                1,105,650
           2,000   Berry Petroleum Class A                                                                                   18,000
          35,200   Burlington Resources Inc                                                                               1,355,200
             800   Pennzoil Co                                                                                               37,900
           5,700   Western Gas Resources Inc                                                                                104,025
                                                                                                                          2,620,775
                   PHARMACEUTICALS - 20.3%
         259,204   Abbott Laboratories                                                                                    9,201,712
          10,500   Allergan Inc                                                                                             303,188
          24,500   American Home Products Corp                                                                            1,751,750
          91,500   Amgen Inc *                                                                                            6,313,500
         113,600   Bristol-Myers Squibb Co                                                                                7,043,200
          13,500   Forest Labs *                                                                                            685,125
          54,100   Lilly (Eli) & Co                                                                                       3,624,700
          22,400   Marion Merrell Dow Inc                                                                                   557,200
          99,700   Merck & Co Inc                                                                                         4,224,788
          68,100   Mylan Laboratories (a)                                                                                 2,128,125
          90,500   Pfizer Inc                                                                                             7,488,875
          34,400   Schering-Plough Corp                                                                                   2,696,100
          31,900   Warner Lambert Co                                                                                      2,436,363
                                                                                                                         48,454,626
                   PRIMARY PROCESSING - 0.1%
           1,000   NCH Corp                                                                                                  61,250
           4,700   Valspar                                                                                                  168,025
                                                                                                                            229,275
                   PRINTING AND PUBLISHING - 1.5%
           2,800   Central Newspapers Class A                                                                                75,250
          31,000   Dun and Bradstreet Corp                                                                                1,604,250
           1,600   McClatchy Newspapers Inc                                                                                  37,800
          40,200   Readers Digest Association Inc                                                                         1,849,200
                                                                                                                          3,566,500
                   REFINING - 0.2%
          18,000   Ashland Inc                                                                                              582,750

                   RETAIL TRADE - 7.5%
         134,200   Albertson's Inc                                                                                        4,126,650
          38,600   Autozone Inc *                                                                                         1,022,900
           2,200   Best Buy Co Inc *                                                                                         47,575
           2,700   Blair Corp                                                                                                91,463
          34,500   Circuit City Stores Inc                                                                                  746,063
          62,200   Gap Stores                                                                                             2,021,500
           8,200   Hannaford Brothers Co                                                                                    211,150
          85,200   Kroger Co * (a)                                                                                        2,236,500
           3,200   Lands' End Inc *                                                                                          53,200
          25,800   Nordstrom Inc                                                                                          1,090,050
           6,600   Price/Costco Inc *                                                                                        89,925
          33,900   Rite Aid Corp                                                                                            839,025
          24,800   Safeway Inc *                                                                                            889,700
           7,200   Stanhome Inc                                                                                             201,600
          40,100   The Pep Boys                                                                                           1,313,275
          56,300   Walgreen Co                                                                                            2,660,175
           5,600   Weismarkets Inc                                                                                          143,500
                                                                                                                         17,784,251
                   SERVICES - 5.3%
           2,500   BHC Communications Inc Class A *                                                                         185,625
          62,900   Capital Cities/ABC Inc                                                                                 5,566,650
          10,875   Chris Craft Industries Inc *                                                                             386,063
          10,100   Deluxe Corp                                                                                              282,800
           4,000   Equifax Inc                                                                                              123,500
          23,200   Gannett Co Inc                                                                                         1,276,000
          15,000   Kingworld Productions Inc *                                                                              534,375
           7,600   Lee Enterprises Inc                                                                                      274,550
          12,100   Lin Broadcasting Corp                                                                                  1,565,438
          41,000   Manpower Inc                                                                                           1,199,250
           5,400   Omnicom Group                                                                                            286,875
           7,200   PHH Corp                                                                                                 270,000
             500   Rollins Inc                                                                                               12,625
           1,700   Total System Services Inc                                                                                 29,963
           2,800   Washington Post Co Class B                                                                               709,100
                                                                                                                         12,702,814
                   TECHNOLOGY - 4.1%
          27,600   Apple Computer                                                                                         1,090,200
          34,500   Cabletron Systems Inc *                                                                                1,367,063
          23,300   Compaq Computer Corp *                                                                                   803,850
          90,400   Microsoft Corp *                                                                                       5,695,200
          16,100   Millipore Corp                                                                                           855,313
                                                                                                                          9,811,626
                   TOBACCO - 4.0%
          10,200   Loews Corp                                                                                               990,675
         141,828   Philip Morris Cos Inc                                                                                  8,616,051
                                                                                                                          9,606,726

                   TOTAL STOCK (Cost $201,309,216)                                                                      215,708,082

     PAR VALUE     SHORT-TERM INVESTMENTS - 12.4%
                   REPURCHASE AGREEMENTS - 8.6%
$      8,830,985   Prudential Securities Group, Inc. Repurchase Agreement
                   dated 2/28/95, due 3/1/95, with a maturity value of $8,832,396
                   and an effective yield of 5.75%, collateralized by U.S. Government
                   Agency Obligations with rates ranging from 3.64% to 11.62%,
                   maturities ranging from 5/1/00 to 10/25/24, and with an aggregate
                   market value of $9,007,546.                                                                            8,830,985

      11,848,273   Salomon Brothers  Repurchase  Agreement,  dated 2/28/95,  due
                   3/1/95, with a maturity value of $11,850,116 and an effective
                   yield of 5.60%, collateralized by a U.S. Treasury Bond with a
                   rate of 6.25%, a maturity date of 8/15/23,
                   and with an aggregate market value of $12,171,091.                                                    11,848,273
                                                                                                                         20,679,258
                   U.S. GOVERNMENT - 0.5%
       1,150,000   U.S. Treasury Bill, 4.92% due 3/2/95 (b)                                                               1,149,827

                   CASH EQUIVALENTS - 3.3%
         621,593   Bank of Boston Time Deposit                                                                              621,593
       4,574,781   Dreyfus Cash Management Money Market Fund Plus, A Shares                                               4,574,781
         401,949   National Westminster Time Deposit                                                                        401,949
       2,261,377   Provident Institutional Prime Money Market Fund                                                        2,261,377
                                                                                                                          7,859,700

                   TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                      29,688,785

                   TOTAL INVESTMENTS - 102.7%
                   (Cost $230,998,001) * *                                                                              245,396,867

                   Other Assets and Liabilities (net) -  (2.7%)                                                          (6,390,550)


                   TOTAL NET ASSETS - 100.0%                                                             $              239,006,317

                   Notes to the Schedule of Investments:

                   ADR  American Depositary Receipt

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

                   (b)      This security is held as collateral for open futures contracts.

                   *        Non-income producing security

                   **       The aggregate identified cost for federal income tax
                            purposes  is   $231,432,854,   resulting   in  gross
                            unrealized    appreciation   and   depreciation   of
                            $16,638,794  and $2,674,781,  respectively,  and net
                            unrealized appreciation of $13,964,013.

</TABLE>

              See accompanying notes to the financial statements.

GMO GROWTH ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>
<S>                                                                <C>
ASSETS:
  Investments, at value (cost $201,309,216) (Note 1)               $         215,708,082
  Short-term investments, at amortized cost (Note 1)                          29,688,785
  Receivable for securities sold                                               2,034,611
  Dividends and interest receivable                                              427,906
  Receivable for variation on open futures contracts                             136,929
  Receivable for expenses waived or borne by Manager (Note 2)                     13,996

    Total assets                                                             248,010,309



LIABILITIES:
  Payable upon return of securities loaned (Note 1)                            7,851,089
  Payable for securities purchased                                               994,601
  Payable to affiliate for management fee  (Note 2)                               85,260
  Accrued expenses                                                                73,042

    Total liabilities                                                          9,003,992

NET ASSETS (equivalent to $4.45 per share based
  on 53,657,221 shares outstanding, unlimited shares authorized)   $         239,006,317



NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         214,269,890
  Undistributed net investment income                                            558,495
  Accumulated net realized gain on investments and
   closed futures contracts                                                    9,725,239
  Net unrealized appreciation on investments
   and open futures contracts                                                 14,452,693

    NET ASSETS                                                     $         239,006,317

</TABLE>

              See accompanying notes to the financial statements.

GMO GROWTH ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995

<TABLE>
<S>                                                               <C>
INVESTMENT INCOME:
  Dividends                                                        $   3,771,365
  Interest (including securities lending income of $34,538)              438,583

    Total income                                                       4,209,948

EXPENSES:
  Management fee (Note 2)                                              1,063,102
  Audit fees                                                              59,197
  Custodian and transfer agent fees                                       47,355
  Legal fees                                                               8,001
  Insurance                                                                2,499
  Trustee fee (Note 2)                                                     1,126
  Miscellaneous                                                            1,777

    Total expenses                                                     1,183,057


    Less:  expenses waived or borne by Manager (Note 2)                 (162,479)

    Net expenses                                                       1,020,578

      Net investment income                                            3,189,370


REALIZED AND UNREALIZED  GAIN (LOSS) ON INVESTMENTS AND FUTURES
 CONTRACTS:
    Net realized gain (loss) on:
      Investments                                                     12,823,712
      Closed futures contracts                                          (146,686)
        Net realized gain                                             12,677,026

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                      6,775,575
      Open futures contracts                                             350,711
        Net unrealized gain                                            7,126,286

      Net realized and unrealized gain on investments
         and futures contracts                                        19,803,312

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $  22,992,682

</TABLE>

              See accompanying notes to the financial statements.

GMO GROWTH ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                                 YEAR ENDED
                                                                  FEBRUARY 28, 1995      FEBRUARY 28, 1994
<S>                                                            <C>                     <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
  Net investment income                                        $           3,189,370   $          2,025,942
  Net realized gain on investments
    and closed futures contracts                                          12,677,026              6,091,248
  Change in net unrealized appreciation (depreciation) on
    investments and open futures contracts                                 7,126,286             (6,463,451)

  Net increase in net assets resulting from operations                    22,992,682              1,653,739

Distributions to shareholders from:
  Net investment income                                                   (2,852,156)            (1,819,190)
  Net realized gains                                                      (3,416,541)           (14,870,917)

                                                                          (6,268,697)           (16,690,107)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                            35,930,626            136,284,525
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                   4,464,606             14,338,282
  Cost of shares repurchased                                             (48,810,882)           (73,031,937)

  Net increase (decrease) in net assets resulting
    from Fund share transactions                                          (8,415,650)            77,590,870

  Total increase in net assets                                             8,308,335             62,554,502

NET ASSETS:
  Beginning of period                                                    230,697,982            168,143,480

  End of period (including undistributed net investment
    income of $558,495 and $206,752, respectively)             $         239,006,317   $        230,697,982

</TABLE>

              See accompanying notes to the financial statements.

GMO GROWTH ALLOCATION FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>


                                                                              YEAR ENDED FEBRUARY 28/29,
                                                     1995             1994             1993             1992             1991

<S>                                            <C>             <C>              <C>              <C>              <C>
Net asset value, beginning of period           $          4.14 $           4.55 $           5.82 $          14.54 $          12.64

Income from investment operations:
  Net investment income (a)                               0.06             0.06             0.07             0.19             0.25
  Net realized and unrealized gain
   on investments and futures contracts                   0.38             0.11             0.17             1.63             2.61

    Total from investment operations                      0.44             0.17             0.24             1.82             2.86

Less distributions to shareholders:
  From net investment income                             (0.06)           (0.06)           (0.08)           (0.23)           (0.25)
  From net realized gains                                (0.07)           (0.52)           (1.43)          (10.31)           (0.71)

    Total distributions                                  (0.13)           (0.58)           (1.51)          (10.54)           (0.96)

NET ASSET VALUE, END OF PERIOD                 $          4.45 $           4.14 $           4.55 $           5.82 $          14.54

TOTAL RETURN (B)                                         10.86%            4.13%            3.71%           20.47%           24.24%


RATIOS/SUPPLEMENTAL DATA:

 Net assets, end of period (000's)             $       239,006 $        230,698 $        168,143 $        338,439 $      1,004,345
 Net expenses to average
   daily net assets (a)                                   0.48%            0.48%            0.49%            0.50%            0.50%
 Net investment income to average
   daily net assets (a)                                   1.50%            1.38%            1.15%            1.38%            1.91%
 Portfolio turnover rate                                   139%              57%              36%              46%              45%



(a)Net of fees and expenses  voluntarily  waived or borne by the Manager of less
   than $.01 for each period presented.

(b)Calculation  excludes  subscription  fees.  The total returns would have been
   lower had certain expenses not been waived during the periods shown.
</TABLE>

              See accompanying notes to the financial statements.

GMO GROWTH ALLOCATION FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES

     The GMO Growth  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 Trust was established as a Massachusetts  Business Trust under the laws
     of the  Commonwealth of  Massachusetts on June 24, 1985. The Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less are
     valued at amortized cost which approximates  market value. Other assets and
     securities for which no quotations are readily available are valued at fair
     value as determined in good faith by the Trustees.

     FUTURES CONTRACTS
     The Fund may purchase futures  contracts on the S&P 500 index.  Stock index
     futures contracts  represent  commitments for future delivery of cash based
     upon the level of a specified  index of equity  securities at a given date.
     The Fund may use  futures  contracts  to manage its  exposure  to the stock
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 6 for
     all open futures contracts held as of February 28, 1995.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults, the value of the collateral declines or
     if the seller enters insolvency  proceedings,  realization of collateral by
     the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned  securities  having a market value of $7,545,950  collateralized  by
     cash  in the  amount  of  $7,859,700,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for redemptions in-kind.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.

<TABLE>
<CAPTION>
           UNDISTRIBUTED NET INVESTMENT          ACCUMULATED NET REALIZED
                      INCOME                             GAIN                     PAID-IN CAPITAL
                    <S>                                 <C>                          <C>
                    $14,529                             $60,692                      ($75,221)
</TABLE>

     Distributions  in excess of tax basis earnings and profits will be reported
     in the Fund's  financial  statements  as a return of capital.  Furthermore,
     differences  in the  recognition  or  classification  of income between the
     financial statements and tax earnings and profits which result in temporary
     over-distributions  for  financial  statement  purposes are  classified  as
     distributions  in  excess  of net  investment  income  or  accumulated  net
     realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date.  Interest  income is  recorded  on the
     accrual basis. In determining the net gain or loss on securities  sold, the
     cost of securities is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is .17 % of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund. For the year ended  February 28, 1995,  the Fund received  $60,775 in
     purchase  premiums.  There is no premium for cash  redemptions,  reinvested
     distributions or in-kind transactions.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual  rate of .50% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed .48% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995,  was $1,126.  No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments  for the year ended  February 28, 1995,  aggregated
     $283,581,694 and $291,201,212, respectively.

4. PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 87% of the  outstanding  shares of the Fund were held
     by six individual  shareholders each holding in excess of 10% of the Fund's
     outstanding shares.

5.   SHARE TRANSACTIONS

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

                                                  YEAR ENDED         YEAR ENDED
                                               FEBRUARY 28, 1995  FEBRUARY 28, 1994
<S>                                                 <C>             <C>
Shares sold                                         8,350,129       31,436,943
Shares issued to shareholders in reinvestment
  of distributions                                  1,076,722        3,469,608
Shares repurchased                                (11,444,911)     (16,150,645)

Net increase (decrease)                            (2,018,060)      18,755,906
Fund shares:
  Beginning of period                              55,675,281       36,919,375
  End of period                                    53,657,221       55,675,281
</TABLE>


 6.  FINANCIAL INSTRUMENTS

     A summary of  outstanding  futures  contracts at February  28, 1995,  is as
     follows:

<TABLE>
<CAPTION>

     NUMBER OF                                                                                  NET UNREALIZED
     CONTRACTS               TYPE            EXPIRATION DATE           CONTRACT VALUE            APPRECIATION
         <S>               <C>                  <C>                    <C>                        <C>
         76                S&P 500              March 1995              $ 18,564,900               $ 53,827
</TABLE>

     At February 28, 1995,  the Fund has  sufficient  cash and/or  securities to
     cover any commitments or margin on these contracts.


                                                             * * *


GROWTH ALLOCATION FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)


     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 54.73% of distributions as net capital gain dividends.

 
GMO U.S. SECTOR ALLOCATION FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the Shareholders of
GMO U.S. Sector Allocation Fund (A Series of GMO Trust)


In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material respects,  the financial position of GMO U.S. Sector Allocation Fund at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 14, 1995





GMO U.S. SECTOR ALLOCATION FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>
   SHARES    DESCRIPTION                                                                                     VALUE ($)

<C>          <S>                                                                                   <C>       
             STOCK - 97.8%
             AEROSPACE - 4.6%
     9,500   E-Systems Inc                                                                                            415,625
    31,500   Lockheed Corp                                                                                          2,445,188
    46,600   Martin Marietta Corp                                                                                   2,225,150
     4,100   Northrop Corp                                                                                            181,938
    59,800   Raytheon Co                                                                                            4,215,900
     4,600   Rockwell International Corp                                                                              177,100
                                                                                                                    9,660,901
             AUTOMOTIVE - 1.0%
     4,300   Bandag Inc                                                                                               258,000
    10,000   Eaton Corp                                                                                               501,250
    19,000   Genuine Parts Co                                                                                         738,625
    24,600   Harley-Davidson                                                                                          664,200
                                                                                                                    2,162,075
             BANKING AND FINANCIAL SERVICES - 7.5%
   150,500   American Express Co                                                                                    5,079,375
       600   Bancorp Hawaii Inc                                                                                        16,800
    20,700   Bear Stearns Cos Inc                                                                                     388,125
    13,600   Beneficial Corp                                                                                          504,900
     7,700   Chase Manhattan Corp                                                                                     276,238
    20,500   Chemical Banking Corp                                                                                    822,563
    59,100   Citicorp                                                                                               2,659,500
    11,200   Danaher Corp                                                                                             330,400
    50,600   Dean Witter Discover and Co                                                                            2,042,975
    13,500   Edwards (A G) Inc                                                                                        303,750
     2,200   First Bank of America Corp                                                                                74,525
     6,400   First Chicago Corp                                                                                       324,000
     4,000   First USA Inc                                                                                            147,500
    16,400   Household International Inc                                                                              717,500
    27,000   Morgan Stanley Group Inc                                                                               1,819,125
     1,400   Student Loan Marketing Association                                                                        51,625
                                                                                                                   15,558,901
             CHEMICALS - 0.5%
    11,800   Georgia Gulf Corp *                                                                                      354,000
     4,200   Loctite Corp                                                                                             193,200
    21,600   Lyondell Petrochemical (a)                                                                               521,100
                                                                                                                    1,068,300
             COMPUTER AND OFFICE EQUIPMENT - 1.3%
         5   Harris Computer Systems Corp *                                                                                89
    43,700   Micron Technology (a)                                                                                  2,709,400
                                                                                                                    2,709,489
             CONSTRUCTION - 1.3%
    67,900   P P G Industries                                                                                       2,495,325
     2,600   Vulcan Materials Inc                                                                                     138,450
                                                                                                                    2,633,775
             CONSUMER GOODS - 5.1%
    11,900   Callaway Golf Company (a)                                                                                401,625
     7,000   Clorox Co                                                                                                422,625
    16,100   ConAgra Inc *                                                                                            527,275
    33,200   Corning Inc                                                                                            1,066,550
    64,700   Eastman Kodak Co                                                                                       3,299,700
     4,095   Hubbell Inc Class B                                                                                      221,130
    14,400   International Flavors & Fragrances                                                                       693,000
     6,800   Liz Claiborne                                                                                            109,650
     8,400   Mattel Co                                                                                                187,950
     8,800   National Service Industries                                                                              236,500
    20,800   Newell Co                                                                                                496,600
     8,700   Nike Inc Class B                                                                                         625,313
    11,200   Polaroid Corp                                                                                            336,000
    23,000   Premark International Inc                                                                                994,750
    11,400   Reebok International Ltd                                                                                 417,525
     8,800   VF Corp                                                                                                  453,200
                                                                                                                   10,489,393
             FOOD AND BEVERAGE - 6.7%
    55,100   Anheuser-Busch Cos Inc                                                                                 3,106,263
    29,900   Archer Daniels Midland Co                                                                                568,100
    13,400   Brown Forman Corp                                                                                        433,825
    18,500   CPC International Inc                                                                                    989,750
    10,100   Dean Foods Co                                                                                            313,100
    39,200   Heinz (H J) Co                                                                                         1,543,500
     3,000   Hershey Foods Corp                                                                                       147,000
     8,100   Hormel (Geo A) and Co                                                                                    216,675
     8,600   IBP Inc                                                                                                  274,125
    20,200   Kellogg Co                                                                                             1,093,325
    44,600   Sara Lee Corp                                                                                          1,170,750
     2,300   Tyson Food Inc Class A                                                                                    56,638
    26,800   Unilever ADR                                                                                           3,256,200
     7,100   Universal Foods Corp                                                                                     222,763
    21,800   Whitman Corp                                                                                             411,475
                                                                                                                   13,803,489
             HEALTH CARE - 6.6%
       600   Bausch & Lomb Inc                                                                                         19,950
    17,100   Boston Scientific Corp * (a)                                                                             369,788
    77,400   Columbia/HCA Healthcare Corp                                                                           3,202,425
    25,500   Johnson & Johnson                                                                                      1,447,105
    37,500   Medtronic Inc                                                                                          2,250,000
    45,700   National Medical Enterprises *                                                                           708,350
    19,100   United Healthcare Corp                                                                                   821,300
    43,600   Upjohn Co                                                                                              1,536,900
    66,400   US Health Care Inc                                                                                     2,855,200
    12,200   Wellpoint Health Networks Class A *                                                                      401,075
                                                                                                                   13,612,093
             INSURANCE - 5.4%
    25,700   Aetna Life and Casualty Co                                                                             1,381,375
    20,700   AFLAC Corp                                                                                               781,425
     3,400   Allmerica Property and Casualty                                                                           66,300
     2,200   Allstate Corp                                                                                             60,500
     8,600   Ambac Inc                                                                                                349,375
    40,800   American General Corp                                                                                  1,290,300
    18,500   AON Corp                                                                                                 642,875
    13,800   Cigna Corp                                                                                             1,045,350
     2,000   Conseco Inc (a)                                                                                           71,250
       500   Continental Corp                                                                                           9,688
     2,300   Geico Corp                                                                                               112,413
    12,400   Jefferson Pilot Corp                                                                                     706,800
     5,000   Marsh & McLennan Cos Inc                                                                                 410,000
     3,900   MBIA Inc                                                                                                 241,800
     1,900   MGIC Investment                                                                                           72,438
    10,700   Old Republic International Corp                                                                          264,825
     7,900   Provident Life and Accident Insurance Co Class B                                                         185,650
    12,400   Providian Corp                                                                                           438,650
     1,000   Safeco Corp                                                                                               55,000
    27,600   St Paul Cos                                                                                            1,342,050
       300   SunAmerica Inc                                                                                            12,300
    19,800   Torchmark Corp                                                                                           829,125
    12,000   Transamerica Corp                                                                                        655,500
     1,000   Transatlantic Holdings Inc                                                                                57,500
     7,400   Twentieth Century Industries                                                                              92,500
                                                                                                                   11,174,989
             MACHINERY - 1.2%
    18,000   Dover Corp                                                                                             1,071,000
    10,100   FMC Corp *                                                                                               590,850
    15,100   Parker Hannifin Corp                                                                                     705,925
       700   Snap-On Tools Corp                                                                                        23,800
                                                                                                                    2,391,575
             MANUFACTURING - 8.8%
     4,600   Alco Standard Corp                                                                                       312,800
   135,500   Boeing Co                                                                                              6,249,938
   100,700   International Business Machines Corp                                                                   7,577,675
    13,700   Litton Industries *                                                                                      500,050
    44,400   Minnesota Mining and Manufacturing                                                                     2,430,900
     1,700   Stone Container Corp * (a)                                                                                39,738
    15,600   Textron Inc                                                                                              854,100
     6,200   York International Corp                                                                                  238,700
                                                                                                                   18,203,901
             METALS AND MINING - 0.6%
     1,100   Inco Ltd (a)                                                                                              29,563
     1,000   Mapco Inc                                                                                                 54,625
    22,100   Phelps Dodge Corp                                                                                      1,204,450
                                                                                                                    1,288,638
             MISCELLANEOUS - 0.0%
       300   Witco Corp                                                                                                 8,588

             OIL AND GAS - 6.5%
    34,500   Amoco Corp (a)                                                                                         2,044,125
     5,000   Atlantic Richfield Co                                                                                    548,125
    21,600   Chevron Corp                                                                                           1,026,000
     5,000   Columbia Gas Systems *                                                                                   130,000
     4,400   El Paso Natural Gas Co                                                                                   135,300
    69,700   Exxon Corp                                                                                             4,460,800
       200   FINA Inc Class A                                                                                          15,250
     1,300   Kerr-McGee Corp                                                                                           65,488
    21,300   Mobil Corp                                                                                             1,853,100
       900   Murphy Oil Corp                                                                                           39,375
     8,500   Occidental Petroleum Corp                                                                                168,938
       300   Pennzoil Co                                                                                               14,213
       600   Phillips Petroleum Co                                                                                     20,025
    17,900   Royal Dutch Petroleum Co ADR                                                                           2,007,038
     8,800   Texaco Inc                                                                                               561,000
    10,200   Williams Companies Inc                                                                                   293,250
                                                                                                                   13,382,027
             PAPER AND ALLIED PRODUCTS - 0.1%
     4,000   Consolidated Papers Inc                                                                                  193,500
     4,000   Glatfelter (PH) Co                                                                                        73,000
                                                                                                                      266,500
             PHARMACEUTICALS - 9.7%
    42,700   American Home Products Corp                                                                            3,053,050
    33,099   Amgen Inc *                                                                                            2,283,831
    98,700   Bristol-Myers Squibb Co                                                                                6,119,400
    70,100   Lilly (Eli) & Co                                                                                       4,696,700
    20,600   Marion Merrell Dow Inc                                                                                   512,425
    81,500   Merck & Co Inc                                                                                         3,453,563
     4,700   Mylan Laboratories (a)                                                                                   146,875
                                                                                                                   20,265,844
             PRIMARY PROCESSING - 1.4%
    23,300   Dow Chemical Co                                                                                        1,561,100
    17,900   Du Pont (E I) De Nemours & Co Inc                                                                      1,004,638
     4,600   Rohm & Haas Co                                                                                           258,175
                                                                                                                    2,823,913
             PRINTING AND PUBLISHING - 0.7%
     9,000   Dun and Bradstreet Corp                                                                                  464,625
     4,700   McGraw Hill Inc                                                                                          331,350
    15,300   Readers Digest Association Inc                                                                           703,800
                                                                                                                    1,499,775
             REFINING - 0.4%
    25,400   Ashland Inc                                                                                              822,325

             RETAIL TRADE - 3.5%
    28,700   Albertson's Inc                                                                                          882,525
    36,500   Autozone Inc * (a)                                                                                       967,250
     8,700   Circuit City Stores Inc                                                                                  188,138
    23,900   Gap Stores                                                                                               776,750
    48,600   Kroger Co *                                                                                            1,275,750
    16,000   Melville Corp                                                                                            520,000
    17,500   Nordstrom Inc                                                                                            739,375
    37,500   Rite Aid Corp                                                                                            928,125
    18,800   The Pep Boys                                                                                             615,700
     6,500   Walgreen Co                                                                                              307,125
     2,900   Weismarkets Inc                                                                                           74,313
                                                                                                                    7,275,051
             SERVICES - 2.4%
     3,200   BHC Communications Inc Class A *                                                                         237,600
    37,700   Capital Cities/ABC Inc                                                                                 3,336,450
     2,400   Equifax Inc                                                                                               74,100
     5,000   Fleming Cos                                                                                               97,500
    23,700   Manpower Inc                                                                                             693,225
     9,800   Omnicom Group                                                                                            520,625
                                                                                                                    4,959,500
             TECHNOLOGY - 7.6%
     1,300   3Com Corp *                                                                                               67,763
    24,800   Amp Inc                                                                                                1,860,000
    40,000   Apple Computer                                                                                         1,580,000
    14,900   Avery Dennison Corp                                                                                      558,750
   121,600   Compaq Computer Corp *                                                                                 4,195,200
    15,800   Computer Sciences Corp *                                                                                 776,175
    14,300   E G & G                                                                                                  205,563
     1,900   Emerson Electric                                                                                         125,638
     9,500   Grainger (WW) Inc                                                                                        580,688
    10,800   LSI Logic Corp *                                                                                         588,600
    40,500   Microsoft Corp *                                                                                       2,551,500
    11,000   Millipore Corp                                                                                           584,375
     7,000   Monsanto Co                                                                                              554,750
    12,100   Storage Technology Corp * (a)                                                                            263,175
     6,900   Sun Microsystems Inc *                                                                                   220,800
    50,000   Tandem Computers Inc *                                                                                   850,000
     2,200   Thomas & Betts Corp                                                                                      146,575
                                                                                                                   15,709,552
             TELECOMMUNICATIONS - 0.2%
     4,600   Frontier Corp                                                                                            105,225
     3,900   General Instrument Corp * (a)                                                                            123,825
     4,200   Southern New England Telecommunications Corp                                                             139,125
                                                                                                                      368,175
             TOBACCO - 2.5%
     4,000   Loews Corp                                                                                               388,500
    80,100   Philip Morris Cos Inc                                                                                  4,866,075
                                                                                                                    5,254,575
             UTILITIES - 12.2%
     8,500   Allegheny Power System Inc                                                                               199,750
    17,700   American Electric Power Inc                                                                              599,588
    21,200   Baltimore Gas and Electric Co                                                                            522,050
    11,200   Carolina Power and Light Co                                                                              308,000
    27,400   Centerior Energy Corp                                                                                    267,150
    26,700   Central & South West Corp                                                                                657,488
    19,800   Cinergy Corp                                                                                             490,050
     8,200   CMS Energy Corp                                                                                          196,800
    32,600   Consolidated Edison                                                                                      900,575
    28,200   Detroit Edison Co                                                                                        807,225
    24,400   Dominion Resources Inc (a)                                                                               927,200
    14,000   DPL Inc                                                                                                  292,250
     7,300   DQE                                                                                                      245,463
    35,300   Duke Power Co                                                                                          1,385,525
    23,500   Entergy Corp                                                                                             525,813
    14,900   Florida Progress Corp                                                                                    467,488
    16,900   FPL Group Inc                                                                                            606,288
    21,800   General Public Utilities                                                                                 659,450
    10,300   Houston Industries Inc                                                                                   393,975
    12,000   Illinova Corp                                                                                            280,500
     9,200   Kansas City Power and Light Co                                                                           219,650
    15,600   Long Island Lighting                                                                                     249,600
     7,100   New England Electric System                                                                              234,300
     8,600   New York State Electric and Gas Corp                                                                     184,900
    18,000   Niagara Mohawk Power Corp                                                                                267,750
     9,400   Nipsco Industries Inc                                                                                    297,275
    15,800   Northeast Utilities (a)                                                                                  359,450
    10,800   Northern States Power Co                                                                                 488,700
    18,300   Ohio Edison Co                                                                                           384,300
     4,800   Oklahoma Gas and Electric Co                                                                             169,800
    12,800   Pacific Enterprises                                                                                      313,600
    52,000   Pacific Gas and Electric Co                                                                            1,332,500
    42,000   PacifiCorp (a)                                                                                           803,250
    17,500   Panhandle Eastern Corp                                                                                   393,750
    28,400   Peco Energy Co                                                                                           759,700
    12,200   Penn Power and Light Co                                                                                  253,150
    11,700   Pinnacle West Capital Corp                                                                               251,550
    11,700   Potomac Electric Power Co                                                                                226,688
    33,300   Public Service Enterprise Group Inc                                                                      969,863
     5,400   Public Service of Colorado                                                                               165,375
     6,100   Puget Sound Power and Light Co                                                                           131,913
     7,800   San Diego Gas and Electric Co                                                                            168,675
     6,100   Scana Corp                                                                                               269,163
    54,800   SCE Corp                                                                                                 897,350
    89,300   Southern Co                                                                                            1,841,813
    16,300   Teco Energy                                                                                              350,450
    16,200   Texas Utilities Co                                                                                       532,575
    32,500   Unicom Corp                                                                                              828,750
    14,500   Union Electric Co                                                                                        549,188
     7,500   Western Resources Inc                                                                                    238,125
    15,000   Wisconsin Energy Corp                                                                                    416,250
                                                                                                                   25,282,031

             TOTAL STOCK (Cost $184,555,737)                                                                      202,675,375

 PAR VALUE   SHORT-TERM INVESTMENTS - 6.6%
             REPURCHASE AGREEMENT - 1.8%
$3,664,697   Salomon Brothers Repurchase  Agreement,  dated 2/28/95, due 3/1/95,
             with a  maturity  value of  $3,665,267  and an  effective  yield of
             5.60%, collateralized by a U.S. Treasury Bond with a rate of 6.25%,
             a maturity date of 8/15/23,
             and with an aggregate market value of $3,764,545.                                                      3,664,697

             U.S. GOVERNMENT - 0.3%
   700,000   U.S. Treasury Bill, 4.92% due 3/2/95 (b)                                                                 699,891

             CASH EQUIVALENTS - 4.5%
 1,331,655   Bank of Boston Time Deposit, 6.16% due 3/1/95                                                          1,331,655
 4,883,538   Dreyfus Cash Management Money Market Fund Plus, A Shares                                               4,883,538
   480,756   National Westminster Time Deposit, 6.00% due 3/1/95                                                      480,756
 2,704,751   Provident Institutional Prime Money Market Fund                                                        2,704,751
                                                                                                                    9,400,700

             TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                      13,765,288

             TOTAL INVESTMENTS - 104.4%
             (Cost $198,321,025) * *                                                               $              216,440,663

             Other Assets and Liabilities (net) - (4.4%)                                                           (9,149,565)

             TOTAL NET ASSETS - 100.0%                                                             $              207,291,098

             NOTES TO THE SCHEDULE OF INVESTMENTS:

             ADR American Depositary Receipt

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

             (b)     This security is held as collateral for open futures contracts.

             *       Non-income producing security

             **      The aggregate  identified  cost for federal  income tax
                     purposes is  $199,156,781,  resulting in gross unrealized
                     appreciation   and   depreciation   of  $19,574,594   and
                     $2,290,712, respectively, and net unrealized appreciation
                     of $17,283,882.
</TABLE>
              See accompanying notes to the financial statements.



GMO U.S. SECTOR ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995
<TABLE>


<S>                                                                <C>
ASSETS:
  Investments, at value (cost $184,555,737) (Note 1)               $         202,675,375
  Short-term investments, at amortized cost (Note 1)                          13,765,288
  Receivable for investments sold                                                851,224
  Dividends and interest receivable                                              741,915
  Receivable for variation margin on open futures contracts                        7,200
  Receivable for expenses waived or borne by Manager (Note 2)                     19,182

    Total assets                                                             218,060,184


LIABILITIES:
  Payable for investments purchased                                            1,216,498
  Payable upon return of securities loaned (Note 1)                            9,399,240
  Payable to affiliate for management fee  (Note 2)                               76,501
  Accrued expenses                                                                76,847

    Total liabilities                                                         10,769,086


NET ASSETS(equivalent to $11.06 per share based
  on 18,734,305 shares outstanding, unlimited shares authorized)   $         207,291,098



NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         188,342,765
  Undistributed net investment income                                            918,110
  Accumulated net realized loss on investments and
   closed futures contracts                                                      (96,031)
  Net unrealized appreciation on investments and
   open futures contracts                                                     18,126,254

    NET ASSETS                                                     $         207,291,098

</TABLE>



              See accompanying notes to the financial statements.


GMO U.S. SECTOR ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>


<S>                                                                <C>
INVESTMENT INCOME:
   Dividends (net of withholding taxes of $30,563)                 $   5,491,421
   Interest (including securities lending income of $18,550)             399,386

    Total income                                                       5,890,807

EXPENSES:
   Management fee (Note 2)                                               934,108
   Custodian and transfer agent fees                                      88,081
   Audit fees                                                             53,685
   Legal fees                                                              8,451
   Registration fees                                                       7,002
   Insurance                                                               2,273
   Trustee fee (Note 2)                                                      853
   Miscellaneous                                                             577

    Total expenses                                                     1,095,030

    Less:  expenses waived or borne by Manager (Note 2)                 (179,986)

    Net expenses                                                         915,044

      Net investment income                                            4,975,763


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  AND FUTURES CONTRACTS:
    Net realized gain (loss) on:
      Investments                                                      9,060,538
      Closed futures contracts                                          (181,625)
        Net realized gain                                              8,878,913

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                        760,991
      Open futures contracts                                             164,835
        Net unrealized gain                                              925,826

      Net realized and unrealized gain on investments
         and futures contracts                                         9,804,739

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $  14,780,502

</TABLE>

              See accompanying notes to the financial statements.


GMO U.S. SECTOR ALLOCATION FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>


                                                                                  YEAR ENDED
                                                                   FEBRUARY 28, 1995      FEBRUARY 28, 1994
<S>                                                            <C>                     <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
  Net investment income                                        $           4,975,763   $          4,436,144
  Net realized gain on investments
    and closed futures contracts                                           8,878,913              6,521,684
  Change in net unrealized appreciation (depreciation)
    on investments and open futures contracts                                925,826             12,513,031

  Net increase in net assets resulting from operations                    14,780,502             23,470,859

Distributions to shareholders from:
  Net investment income                                                   (4,670,650)            (4,637,080)
  Net realized gains                                                     (12,614,921)            (3,930,145)

                                                                         (17,285,571)            (8,567,225)
Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                            47,339,037             41,143,899
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                   5,887,140                919,208
  Cost of shares repurchased                                             (10,457,780)           (59,146,614)

  Net increase (decrease) in net assets resulting
    from Fund share transactions                                          42,768,397            (17,083,507)

  Total increase (decrease) in net assets                                 40,263,328             (2,179,873)

NET ASSETS:
  Beginning of period                                                    167,027,770            169,207,643

  End of period (including undistributed net
    investment income of $918,110 and
    $615,928, respectively)                                    $         207,291,098   $        167,027,770

</TABLE>



              See accompanying notes to the financial statements.



GMO U.S. SECTOR ALLOCATION FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>


                                                                       YEAR ENDED FEBRUARY 28,
                                                         1995                     1994                            1993*

<S>                                                 <C>                      <C>                        <C>             
NET ASSET VALUE, BEGINNING OF PERIOD                $     11.26              $     10.38                $          10.00

Income from investment operations:
  Net investment income (a)                                0.28                     0.29                            0.05
  Net realized and unrealized gain
   on investments and futures contracts                    0.49                     1.21                            0.33

    Total from investment operations                       0.77                     1.50                            0.38

Less distributions to shareholders:
  From net investment income                              (0.27)                   (0.30)                        -
  From net realized gains                                 (0.70)                   (0.32)                        -

 Total distributions                                      (0.97)                   (0.62)                        -

NET ASSET VALUE, END OF PERIOD                       $     11.06              $     11.26                $          10.38

TOTAL RETURN (B)                                           7.56%                   14.64%                           3.80%


RATIOS/SUPPLEMENTAL DATA:

   Net assets, end of period                        $   207,291              $   167,028                $        169,208
   Net expenses to average
     daily net assets (a)                                  0.48%                    0.48%                           0.48%**
   Net investment income to average
     daily net assets (a)                                  2.61%                    2.56%                           3.20%**
   Portfolio turnover rate                                  101%                      53%                              9%

*    For the period from January 4, 1993 (commencement of operations) to February 28, 1993.
**   Annualized.
(a)  Net of fees and expenses voluntarily waived or borne by the Manager of $.01 for all
     periods presented.
(b)  Calculation  excludes  subscription fees. The total returns would have been
     lower had certain expenses not been waived during the periods shown.
</TABLE>

              See accompanying notes to the financial statements.

GMO U.S. SECTOR ALLOCATION FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES

     The GMO U.S.  Sector  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 Trust was established as a Massachusetts  Business Trust under
     the  laws of the  Commonwealth  of  Massachusetts  on June  24,  1985.  The
     Declaration of Trust permits the Trustees to create an unlimited  number of
     series  ("Funds"),  each of which issues a separate  series of shares.  The
     following  is a summary of  significant  accounting  policies  consistently
     followed by the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less are
     valued at amortized cost which approximates  market value. Other assets and
     securities for which no quotations are readily available are valued at fair
     value as determined in good faith by the Trustees.

     FUTURES CONTRACTS
     The Fund may purchase futures  contracts on the S&P 500 index.  Stock index
     futures contracts  represent  commitments for future delivery of cash based
     upon the level of a specified  index of equity  securities at a given date.
     The Fund may use  futures  contracts  to manage its  exposure  to the stock
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  Futures contracts are marked to
     market daily and an  appropriate  payable or  receivable  for the change in
     commitment 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.  Losses may arise from changes in the value of the  underlying
     instrument,  if there is an illiquid secondary market for the contracts, or
     if  counterparties  do  not  perform  under  the  contract  terms.  Futures
     contracts are valued at the settlement  price  established  each day by the
     board of trade or  exchange  on which they are  traded.  See Note 6 for all
     open futures contracts held as of February 28, 1995.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements,  if the seller defaults,  the value of the collateral declines,
     or if the seller enters insolvency  proceedings,  realization of collateral
     by the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned  securities  having a market value of $9,282,750,  collateralized by
     cash  in the  amount  of  $9,400,700,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for partnership interests.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.
<TABLE>
<CAPTION>

           Undistributed Net Investment          Accumulated Net Realized
                   Income (Loss)                      Gain (Loss)                  Paid-in Capital
                   <S>                                  <C>                               <C>
                   ($2,931)                             $2,931                            -
</TABLE>

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions area accounted for on trade date. Dividend income is
     recorded  on the  ex-dividend  date.  Interest  income is  recorded  on the
     accrual basis. In determining the net gain or loss on securities  sold, the
     cost of securities is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .17% of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All  purchase  premiums are paid toand  recorded as paid-in  capital by the
     Fund. For the year ended  February 28, 1995,  the Fund received  $76,910 in
     purchase  premiums.  There is no premium for cash  redemptions,  reinvested
     distributions or in-kind transactions.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual  rate of .49% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed  .48%  of  average  daily  net  assets.  In  addition,   the  Fund's
     organizational expenses have been borne by the manager.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $853. No  remuneration is paid
     to any Trustee or officer who is affiliated with the Manager.


3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended February 28, 1995,  aggregated
     $219,706,758 and $182,418,057, respectively.

4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 85% of the  outstanding  shares of the Fund were held
     by  three  shareholders  each  holding  in  excess  of 10%  of  the  Fund's
     outstanding shares.


5.  SHARE TRANSACTIONS

     The Declaration of Trust permits the Trustees to issue an unlimited  number
     of full and fractional  shares of beneficial  interest (without par value).
     Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
                                        Year Ended          Year Ended
                                     February 28, 1995   February 28, 1994

<S>                                     <C>                 <C>
Shares sold                               4,299,814           3,633,930
Shares issued to shareholders in
 reinvestment of distributions              561,797              82,939
Shares repurchased                         (957,241)         (5,185,868)

Net increase (decrease)                   3,904,370          (1,468,999)
Fund shares:
 Beginning of period                     14,829,935          16,298,934
 End of period                           18,734,305          14,829,935

</TABLE>

6.   FINANCIAL INSTRUMENTS

     A summary of  outstanding  futures  contracts  at  February  28, 1995 is as
     follows:

<TABLE>
<CAPTION>
     Number of                                                                                  Net Unrealized
     Contracts               Type            Expiration Date           Contract Value            Appreciation
         <S>               <C>                  <C>                       <C>                       <C>   
         4                 S&P 500              March 1995                $977,100                  $6,616
</TABLE>

     At February  28,  1995,  the Fund has cash and/or  securities  to cover any
     margin requirements on these contracts.

                                                           * * *

GMO U.S. SECTOR ALLOCATION FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)


     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 50.99% of distributions as net capital gain dividends.




GMO CORE II SECONDARIES FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the  Trustees of GMO Trust and the  Shareholders
of GMO Core II  Secondaries Fund (A Series of GMO Trust)

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 II Secondaries  Fund at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 14, 1995





GMO CORE II SECONDARIES FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>

      SHARES        DESCRIPTION                                                                                     VALUE ($)
<S>                 <C>                                                                                   <C>
                    STOCK - 97.9%
                    ADVERTISING - 0.0%
              100   Grey Advertising                                                                                          17,800

                    AEROSPACE - 2.4%
           23,000   Alliant Techsystems Inc *                                                                                868,250
            6,700   Curtiss Wright Corp                                                                                      253,763
           35,100   E-Systems Inc                                                                                          1,535,625
            3,800   Hi-Shear Industries *                                                                                     16,150
            8,550   Keane Inc *                                                                                              185,963
           16,100   Logicon Inc                                                                                              525,263
           27,300   Rohr Inc * (a)                                                                                           307,125
           49,100   Thiokol Corp                                                                                           1,270,463
           23,800   UNC Inc *                                                                                                133,875
           15,900   United Industial Corp                                                                                     85,463
           10,300   Watkins Johnson                                                                                          375,950
           16,800   Wyman-Gordon Co *                                                                                        105,000
                                                                                                                           5,662,890
                    AGRICULTURE - 0.0%
            1,000   Monk-Austin Inc                                                                                           12,250

                    AUTOMOTIVE - 1.2%
              500   Bandag Inc                                                                                                30,000
           51,000   Breed Technologies Inc (a)                                                                             1,211,250
              800   Hayes Wheels International Inc                                                                            13,600
            6,400   Lamson and Sessions Co *                                                                                  36,800
           15,300   Oshkosh Truck                                                                                            206,550
           17,000   Smith (A O) Corp Class A                                                                                 382,500
           27,700   SPX Corp                                                                                                 422,425
           18,900   Standard Products Corp                                                                                   408,713
           18,850   TBC Corp                                                                                                 190,856
                                                                                                                           2,902,694
                    BANKING AND FINANCIAL SERVICES - 7.3%
           27,600   Alex Brown Inc                                                                                         1,048,800
           10,600   Amplicon Inc                                                                                             172,250
            4,300   Baldwin and Lyons Inc Class B                                                                             74,175
           17,000   Bank of Boston                                                                                           512,125
            4,295   BankAmerica Corp                                                                                         206,697
           11,600   Banponce Corp                                                                                            350,900
           16,800   BB&T Financial Corp                                                                                      535,500
           48,100   California Federal Bank *                                                                                523,088
            2,100   CCB Financial Corp                                                                                        79,275
              400   Central Fidelity Banks Inc                                                                                10,900
            1,200   Centura Banks Inc                                                                                         29,550
            2,200   CMAC Investment Corp                                                                                      75,075
            3,500   Coast Savings and Loan *                                                                                  51,625
           14,900   Colonial Group Class A                                                                                   499,150
           55,400   Comdisco Inc                                                                                           1,412,700
            1,215   Commerce Bancshares Inc                                                                                   37,361
           14,100   Compass Bancshares                                                                                       387,750
           18,400   Danaher Corp                                                                                             542,800
            4,300   Dauphin Deposit Corp                                                                                     108,575
           13,200   Deposit Guaranty Corp                                                                                    425,700
           13,100   Dime Bancorp Inc *                                                                                       116,263
            8,300   Downey Financial Corp                                                                                    135,913
           17,300   Eaton Vance Corp                                                                                         523,325
           49,300   Edwards (A G) Inc                                                                                      1,109,250
            7,900   Finova Group Inc                                                                                         264,650
            4,500   First Bancorp Inc                                                                                        105,750
            2,068   First Bank System Inc                                                                                     80,394
            1,700   First Citizens Bancshares Class A                                                                         76,500
           25,950   First Commerce Corp                                                                                      687,675
            1,200   First Empire State Corp                                                                                  198,600
            7,700   First Hawaiian Inc                                                                                       207,900
            1,100   Firstier Financial Inc                                                                                    34,788
            7,700   Foothill Group                                                                                           140,525
            2,224   Glendale Federal Bank  *                                                                                  20,850
           25,500   Hibernia Corp Class A                                                                                    197,625
           11,200   Inter-Regional Financial Group                                                                           278,600
            7,600   Jefferies Group Inc                                                                                      230,850
            6,400   LDI Corp *                                                                                                23,200
           17,375   Legg Mason Inc                                                                                           393,109
            1,750   Mercantile Bancorp                                                                                        64,531
            8,100   Mercantile Bankshares                                                                                    169,088
           21,100   Money Store Inc                                                                                          527,500
            2,900   Morgan Keegan Inc                                                                                         43,500
           11,500   North American Mortgage Co                                                                               186,875
            2,300   NS Bancorp Inc                                                                                            67,563
            7,400   Orange and Rockland Utilities                                                                            235,875
              972   Pimco Advisors L. P. Class A                                                                              17,253
           14,800   Piper Jaffrey Inc (a)                                                                                    173,900
           20,310   Premier Bancorp *                                                                                        324,960
            7,600   Price (T Rowe) Associates Inc                                                                            243,200
           16,942   Quick and Reilly Group                                                                                   592,970
           15,000   Raymond James Financial Corp                                                                             266,250
           17,900   Riggs National Corp *                                                                                    163,338
            9,800   Southern National Corp                                                                                   219,275
           17,600   Standard Federal Bank                                                                                    523,600
           12,900   Star Banc Corp                                                                                           549,863
            5,900   Student Loan Group                                                                                       140,125
            1,000   Tejon Ranch                                                                                               12,750
            7,400   Trustmark Corp                                                                                           112,850
            2,100   Union Bank                                                                                                70,350
            2,400   United Carolina Bancshares                                                                                64,800
              200   US Trust Corp                                                                                             13,313
              600   Value Line Inc                                                                                            19,200
           25,000   Washington Federal Inc                                                                                   500,000
              800   West One Bancorp                                                                                          21,850
              500   Westamerica Bancorp                                                                                       15,625
            3,200   Wilmington Trust Corp                                                                                     79,200
                                                                                                                          17,329,367
                    CHEMICALS - 1.4%
            9,600   Carlisle Plastics Inc *                                                                                   52,800
           22,200   Church & Dwight Co Inc                                                                                   399,600
           10,800   Hexcel Corp *                                                                                             48,600
           11,600   IMC Fertilizer Group Inc                                                                                 542,300
              800   Pratt And Lambert Inc                                                                                     14,200
            1,900   Stepan Co                                                                                                 34,438
           46,600   Sterling Chemicals Inc *                                                                                 524,250
           21,100   Vigoro Corp                                                                                              743,775
           37,800   Wellman Inc                                                                                            1,020,600
                                                                                                                           3,380,563
                    COMMUNICATIONS - 0.0%
              500   Tekelec *                                                                                                 16,375

                    COMPUTER AND DATA PROCESSING SERVICES - 0.4%
              600   Artisoft Inc *                                                                                             5,175
            2,900   Printronix Inc *                                                                                          50,025
           32,900   Stratus Computer Inc *                                                                                   867,738
            1,200   Volt Information Sciences Inc *                                                                           34,674
                                                                                                                             957,612
                    COMPUTER AND OFFICE EQUIPMENT - 1.3%
           30,400   Ceridian Corp *                                                                                          957,600
            3,500   Cherry Corp Class B *                                                                                     50,750
            6,900   Chipcom Corp *                                                                                           307,050
            4,600   Duplex Product *                                                                                          36,800
           22,300   FileNet Corp *                                                                                           696,875
            7,600   Intuit Inc *                                                                                             503,500
           36,000   Western Digital *                                                                                        540,000
                                                                                                                           3,092,575
                    CONSTRUCTION - 0.6%
            1,200   Ameron Inc                                                                                                40,650
           15,200   Apogee Enterprises Inc                                                                                   260,300
            6,800   Blount Inc Class A                                                                                       316,200
           15,000   Fedders Corp *                                                                                           105,000
            1,900   Florida Rock Industries                                                                                   55,100
            4,200   Grossmans Inc *                                                                                           10,500
            6,700   Hechinger Co Class A                                                                                      77,469
              332   Horton (D R) Inc *                                                                                         3,362
              200   IMCO Recycling Inc                                                                                         2,975
            1,700   International Aluminium Corp                                                                              54,188
            8,400   Medusa Corp                                                                                              207,900
            1,100   Pitt-Des Moines                                                                                           37,400
            9,500   Plygem Industries Inc                                                                                    186,438
            3,600   Puerto Rican Cement Co                                                                                   105,750
              600   Texas Industries Inc                                                                                      18,750
            1,300   TJ International Inc                                                                                      22,588
                                                                                                                           1,504,570
                    CONSUMER GOODS - 6.9%
           21,800   Armor All Products Corp                                                                                  430,550
           57,400   Bed Bath and Beyond Inc *                                                                              1,391,950
            1,200   Bic Corp                                                                                                  38,550
           12,084   Block Drug Co Inc Class A                                                                                410,856
           28,500   BMC Industries                                                                                           473,813
           51,700   Callaway Golf Company (a)                                                                              1,744,875
            3,400   Chemed Corp                                                                                              107,525
           12,400   Coleman Co Inc * (a)                                                                                     437,100
           56,900   Cypress Semiconductor Corp *                                                                           1,614,538
            3,300   Delta Woodside Industries                                                                                 35,888
            2,500   Fab Industries Inc                                                                                        77,188
            3,000   Farah Inc *                                                                                               22,125
            9,000   Garan Inc                                                                                                146,250
           42,200   Gymboree Corp *                                                                                        1,012,800
           34,700   Herbalife International Inc                                                                              394,713
            6,900   Hydron Technologies *                                                                                     34,069
            7,000   Interface Inc                                                                                             98,875
           13,950   Jason Inc *                                                                                              122,063
            9,900   Johnson Worldwide Associates *                                                                           198,000
           43,200   Jones Apparel Group Inc *                                                                              1,015,200
           12,100   K Swiss Inc Class A                                                                                      228,388
           23,910   Lancaster Colony Corp                                                                                    818,918
           16,800   National Service Industries                                                                              451,500
           21,840   Natures Sunshine Products Inc                                                                            270,270
            2,100   Nine West Group Inc *                                                                                     59,063
            3,300   Oil Dri America Class A                                                                                   53,213
            7,400   Oneida Ltd                                                                                               107,300
           16,600   Paragon Trade Brands Inc *                                                                               230,325
            5,100   Park Electrochemical Corp                                                                                176,588
            1,500   Polaris Industries L.P. Class A                                                                           68,250
            1,800   Rogers Corp *                                                                                             88,650
           18,100   Russ Berrie and Co                                                                                       235,300
           14,100   Superior Surgical Manufacturing                                                                          169,200
           18,700   The Men's Wearhouse Inc *                                                                                381,013
            6,900   Toro Corp                                                                                                199,238
           16,000   Varian Associates Inc                                                                                    586,000
           33,600   Vicor Corp *                                                                                           1,142,400
            5,700   Wabash National Corp                                                                                     202,350
           14,000   WD 40 Co                                                                                                 570,500
            2,800   WH Brady Co Class A                                                                                      138,600
               50   Wolverine World Wide                                                                                       1,356
                                                                                                                          15,985,350
                    ELECTRONICS - 0.3%
            3,000   C-Cor Electronics *                                                                                       80,250
            5,300   Cirrus Logic Inc *                                                                                       178,213
            3,800   Dynamics Corp of America                                                                                  88,825
            5,300   EDO Corp                                                                                                  18,435
              600   Hawaiian Electric Industry Inc                                                                            19,800
            2,100   Sundstrand Corp                                                                                           97,650
            5,100   Tech Sym Corp *                                                                                          117,300
            1,200   Technitrol                                                                                                17,700
                                                                                                                             618,173
                    ENVIRONMENTAL CONTROL - 0.1%
           13,600   Allwaste *                                                                                                75,643
           13,700   Calgon Carbon Corporation                                                                                143,850
            4,800   Horsehead Resources *                                                                                     28,200
            8,600   Mid American Waste Systems Inc *                                                                          48,375
                                                                                                                             296,068
                    FOOD AND BEVERAGE - 4.2%
            2,300   Alico Inc                                                                                                 38,525
           16,600   American Maize Products Co Class A                                                                       655,700
           16,600   Bob Evans Farms                                                                                          352,750
           15,600   Bruno's Inc                                                                                              158,925
            1,400   Chart House Enterprises Inc *                                                                             10,850
           10,000   Chiquita Brands International                                                                            133,750
           38,100   Dean Foods Co                                                                                          1,181,100
            1,300   Dr Pepper/7 Up *                                                                                          42,738
            4,100   Farmer Brothers Co                                                                                       533,000
            7,600   Flowers Industries Inc                                                                                   139,650
            2,900   Golden Poultry Co                                                                                         18,488
           18,000   Great Atlantic & Pacific Tea Co                                                                          346,500
           20,300   Hudson Foods                                                                                             583,625
           17,400   IBP Inc                                                                                                  554,625
            3,100   Imperial Holly Inc                                                                                        28,675
           35,800   International Multifoods Corp                                                                            666,775
            2,900   Lance Inc                                                                                                 50,025
            9,200   Luby's Cafeteria Inc                                                                                     209,300
            1,800   Morningstar Group Inc *                                                                                   13,050
           17,600   Pilgrims Pride Corp                                                                                      143,000
           25,600   Ryans Family Steak House *                                                                               198,400
           14,400   Sanderson Farms Inc                                                                                      198,000
           15,400   Savannah Foods and Industries Inc                                                                        202,125
            2,150   Sbarro Inc                                                                                                52,675
            1,500   Seaboard Corp                                                                                            246,000
              900   Showbiz Pizza Time *                                                                                       8,663
            4,000   Smithfield Foods Inc                                                                                     105,750
            5,100   Tasty Baking *                                                                                            72,675
            6,200   Thorn Apple Valley                                                                                       155,388
            7,796   Tootsie Roll Industries Inc                                                                              522,349
           46,725   Universal Foods Corp                                                                                   1,465,997
            4,100   Uno Restaurant Corp *                                                                                     63,550
           16,500   WLR Foods Inc                                                                                            433,125
            3,640   Zapata Corp                                                                                               12,285
                                                                                                                           9,598,033
                    FOREST PRODUCTS - 0.0%
            5,600   Wolohan Lumber Co                                                                                         84,000

                    HEALTH CARE - 12.7%
              443   Abbey Healthcare Group Inc * (a)                                                                          12,570
           37,600   Acuson Corp *                                                                                            465,300
           22,100   Adac Laboratories                                                                                        176,800
            3,270   Anika Research Inc *                                                                                       6,744
              400   Aura Systems Inc * (a)                                                                                     1,350
            4,295   Benson Eyeycare *                                                                                         32,749
            5,400   Bergen Brunswig Corp Class A                                                                             147,150
           16,600   Bindley Western Industries Inc                                                                           246,925
            6,200   BioMet Inc *                                                                                             100,363
            9,800   Bio-Rad Laboratories Inc Class A *                                                                       271,950
           51,227   Boston Scientific Corp * (a)                                                                           1,107,793
           31,100   Centocor Inc *                                                                                           592,844
              760   Columbia/HCA Healthcare Corp                                                                              31,445
               49   Community Health Systems *                                                                                 1,366
           24,200   Coram Healthcare Corp *                                                                                  568,700
            9,500   Cordis Corp *                                                                                            617,500
           19,900   Coventry Corp *                                                                                          537,300
           31,200   Diagnostek Inc *                                                                                         483,600
            1,500   Diagnostic Prods Corp *                                                                                   40,500
           15,600   FHP Group *                                                                                              419,250
           31,680   FHP International Corp Preferred Series A 5.00%                                                          788,040
           23,101   Foundation Health Corp *                                                                                 690,142
           17,573   Foxmeyer Health Corp *                                                                                   294,344
           33,900   HBO and Co                                                                                             1,305,150
           51,000   Health Care Compare *                                                                                  1,619,250
           68,100   Health Management Associates Class A *                                                                 1,813,163
            5,100   Healthcare Services Group Inc *                                                                           77,775
           17,700   Healthsource *                                                                                           769,950
           33,600   Healthsouth Rehabilitation *                                                                           1,352,400
           17,160   Hillhaven Corp *                                                                                         413,985
            1,000   Integrated Health Services (a)                                                                            38,250
           15,100   Kinetic Concepts Inc                                                                                     117,025
            5,000   Life Technologies Inc                                                                                     90,000
           41,400   Lincare Holdings Inc *                                                                                 1,159,200
           36,700   Marquette Electronics Class A *                                                                          816,575
            4,300   Medaphis Corp *                                                                                          242,950
           10,900   Med-Chem Products Inc *                                                                                   51,775
            3,500   Mentor Corp                                                                                               84,875
          141,200   Mid Atlantic Medical Services * (a)                                                                    2,894,600
              700   National Healthcare                                                                                       17,238
           16,500   National Medical Enterprises *                                                                           255,750
            2,000   Nellcor Inc *                                                                                             68,000
           53,400   Oxford Health Plans * (a)                                                                              4,859,400
            6,800   Pacificare Health Systems Class A *                                                                      470,900
           11,000   Perceptive Biosystems Inc *                                                                               65,313
            3,500   Research Industries Corp *                                                                                56,438
           10,000   Resound Corporation *                                                                                     93,125
            5,500   Respironics Inc *                                                                                        164,313
            8,500   Seafield Capital Corp                                                                                    314,500
            8,000   Sierra Health Services Inc *                                                                             243,000
           13,500   Spacelabs Medical Inc *                                                                                  327,375
           10,800   Target Therapeutics Inc *                                                                                402,300
            7,700   Tecnol Medical Products Inc *                                                                            128,975
            1,000   United Wisconsin Services                                                                                 37,000
           16,400   Universal Health Services Class B *                                                                      410,000
           23,600   Utah Medical Products Inc *                                                                              228,625
           37,050   Vencor Inc *                                                                                           1,176,338
           13,700   Vital Sign Inc                                                                                           191,800
                                                                                                                          29,992,038
                    INSURANCE - 8.3%
            5,468   Alleghany Corp                                                                                           862,577
           50,500   Allmerica Property and Casualty                                                                          984,750
            5,300   Ambac Inc                                                                                                215,313
              700   America Premier Underwriters                                                                              17,238
           30,600   American Bankers Insurance Group                                                                         830,025
            7,249   American Heritage Life Investments                                                                       141,356
           10,100   American National Insurance                                                                              505,000
           17,700   Argonaut Group Inc                                                                                       544,275
            3,800   Avemco Corp                                                                                               58,425
            1,200   Bankers Life Holding Corp                                                                                 25,050
            2,400   Berkley (WR)                                                                                              85,800
           14,900   Capital Re Corp                                                                                          348,288
            9,300   Capitol American Financial Corp                                                                          220,875
            6,000   CCP Insurance Inc                                                                                        127,500
            5,500   Citizens Corp                                                                                             95,563
           16,000   Continental Corp                                                                                         310,000
            9,300   Delphi Financial Group Inc *                                                                             176,700
           20,600   Enhance Financial Services Group Inc                                                                     365,650
           19,300   Equitable of Iowa Cos                                                                                    641,725
            9,152   First American Financial Corp                                                                            185,328
           13,863   Frontier Insurance Group Inc                                                                             299,787
            6,315   Gainsco Inc                                                                                               58,411
           12,100   Gallagher (Arthur J) and Co                                                                              423,500
            6,800   Guaranty National Corp                                                                                   117,300
              100   Hartford Steam Boiler                                                                                      4,250
            5,000   Home Beneficial Corp Class B                                                                             101,250
           24,300   Horace Mann Educators                                                                                    583,200
           24,400   Independent Insurance Group                                                                              317,200
           10,500   Integon Corp                                                                                             129,938
           13,500   John Alden Financial Corp                                                                                388,125
            3,900   Kansas City Life Insurance Co                                                                            179,400
           12,700   Liberty Corp                                                                                             341,313
           15,900   Life Re Corp                                                                                             316,013
            5,300   Markel Corp *                                                                                            239,825
              300   Midland Co                                                                                                15,075
           16,000   National Re Corp                                                                                         486,000
           17,100   Old Republic International Corp                                                                          423,225
           16,418   Orion Capital                                                                                            582,839
            8,200   Penncorp Financial Group Inc                                                                             131,200
           46,400   Presidential Life Corp                                                                                   272,600
           20,100   Protective Life Corp                                                                                     954,750
           18,500   Provident Life and Accident Insurance Co Class B                                                         434,750
            4,000   PXRE Corp                                                                                                 94,000
            1,000   Re Capital Corp                                                                                           18,000
            9,900   Reinsurance Group of America                                                                             275,963
           30,139   Reliastar Financial Corp                                                                               1,028,512
            5,400   RLI Corp                                                                                                 122,175
            7,400   Scor U S Corp                                                                                             61,975
           18,000   Selective Insurance Group                                                                                508,500
           26,800   Southwestern Life Corp *                                                                                  21,775
              700   SunAmerica Inc                                                                                            28,700
            5,800   The Fund American Cos *                                                                                  432,825
            5,100   Transatlantic Holdings Inc                                                                               293,250
            7,900   Twentieth Century Industries                                                                              98,750
           15,420   United Cos Financial Corp                                                                                508,860
           56,750   USLIFE Corp                                                                                            2,163,594
           14,700   Washington National Corp                                                                                 271,950
            8,600   Zenith National Insurance Corp                                                                           180,600
                                                                                                                          19,650,818
                    LEISURE - 0.1%
           27,550   Casino America Inc *                                                                                     285,831
            2,500   Orion Pictures Corp *                                                                                     15,000
                                                                                                                             300,831
                    MACHINERY - 2.5%
            8,800   Applied Power Inc Class A                                                                                205,700
            1,700   Baldwin Technology Co Inc Class A *                                                                        9,350
            4,700   Bearings Inc                                                                                             133,363
            3,300   Bw/Ip Inc                                                                                                 52,800
            6,850   Commercial Intertech Corp                                                                                143,850
           18,500   Donaldson Co Inc                                                                                         464,813
            7,500   Fedders Corp Class A *                                                                                    39,375
              700   Gleason Corp                                                                                              12,863
            5,550   Gorman Rupp Co                                                                                            91,575
            4,350   Graco Inc                                                                                                102,769
           14,450   Idex Corp                                                                                                419,050
            8,000   IMO Delaval Inc *                                                                                         65,000
           11,000   Kaydon Corp                                                                                              302,500
            4,700   Kysor Industrial Corp                                                                                    103,400
              700   Lindsay Manufacturing Co *                                                                                20,825
           15,300   Merisel Inc *                                                                                             80,325
            7,300   National Auto Credit Inc *                                                                                73,913
           12,700   Regal Beloit Corp                                                                                        198,438
            1,000   Roper Industries Inc                                                                                      25,000
              600   Roto Rooter Inc                                                                                           15,000
              550   Sps Technologies, Rights *                                                                                     9
            4,000   Starrett (L S) Co Class A                                                                                 90,000
           12,000   Syquest Technology Inc *                                                                                 177,000
           12,300   Tecumseh Products Co Class A (a)                                                                         575,025
           21,600   Tecumseh Products Co Class B                                                                             993,600
            1,600   Tennant Co                                                                                                77,600
           12,000   Watts Industries Inc Class A                                                                             285,000
            1,000   Whittaker Corp *                                                                                          17,875
           30,900   Zebra Technologies Corp *                                                                              1,123,988
            6,200   Zurn Industries Inc                                                                                      111,600
                                                                                                                           6,011,606
                    MANUFACTURING - 4.3%
            1,800   Actava Group Inc *                                                                                        18,900
            3,300   Barnes Group Inc                                                                                         136,538
           15,000   Bemis Co                                                                                                 406,875
           17,000   Blessings Corp                                                                                           238,000
           17,000   Carlisle Corp                                                                                            605,625
            8,500   Clarcor Inc                                                                                              167,875
           11,267   Commercial Metals Co                                                                                     290,125
           25,200   CSS Industries Inc *                                                                                     415,800
           38,500   Figgie International Class A *                                                                           322,438
           45,600   Gibson Greetings Inc                                                                                     427,500
            5,500   Handy and Harman                                                                                          85,250
           12,900   Helene Curtis Industries                                                                                 374,100
           26,700   Kaman Corp Class A                                                                                       303,713
            5,200   Katy Industries Inc                                                                                       51,350
           10,600   Kennametal Inc                                                                                           286,200
            5,300   Liqui-Box Corp                                                                                           177,550
            1,200   Litton Industries *                                                                                       43,800
            2,150   Myers Industries                                                                                          34,131
            6,900   Nortek Inc *                                                                                              69,863
            8,400   O'Sullivan Corp                                                                                           82,950
           37,050   Precision Castparts                                                                                      861,413
           22,200   Sealed Air Corp *                                                                                        929,625
           11,100   Sealright Inc                                                                                            202,575
            6,000   Sequa Corp Class A *                                                                                     168,750
            9,800   Shorewood Packaging Corp *                                                                               179,463
            5,500   SPS Technologies Inc *                                                                                   165,000
           12,600   Standex International Corp                                                                               395,325
           21,400   Stone Container Corp * (a)                                                                               500,225
           17,500   Synetic Inc *                                                                                            441,875
           28,200   The Geon Co                                                                                              817,800
            9,500   Tredegar Industries                                                                                      185,250
           16,300   Trimas Corp                                                                                              366,750
           11,400   West Co Inc                                                                                              296,400
            4,600   Worldtex Inc *                                                                                            18,400
            1,300   York International Corp                                                                                   50,050
                                                                                                                          10,117,484
                    METALS AND MINING - 1.0%
            6,600   Ashland Coal                                                                                             180,675
           21,900   Brush Wellman Inc                                                                                        383,250
            8,800   Carpenter Technology Corp                                                                                477,400
            7,050   Castle AM                                                                                                 96,056
            2,400   Chaparral Steel Corp                                                                                      20,400
            1,300   Christiana Cos *                                                                                          40,463
            5,500   Maxxam *                                                                                                 158,125
           14,900   NL Industries Inc *                                                                                      176,938
            3,200   Penn Virginia Corp                                                                                       104,800
           13,800   Smith International *                                                                                    184,575
           79,300   Sunshine Mining Co *                                                                                     128,863
           31,600   Terra Industries Inc                                                                                     347,600
            6,800   Tyler Corp *                                                                                              22,950
                                                                                                                           2,322,095
                    MISCELLANEOUS - 0.8%
            8,700   Beauticontrol Cosmetics Inc                                                                              108,750
            4,600   Buckeye Partners                                                                                         154,675
           15,800   Devon Group Inc *                                                                                        406,850
            3,600   Donnelly Corp                                                                                             63,000
           21,500   Fremont Gen Corp                                                                                         440,750
            1,000   Greif Brothers Corp                                                                                       51,250
           12,700   Labone Inc                                                                                               174,625
            3,000   McWhorter Technologies Inc *                                                                              45,000
           13,000   PEC Isreal Economic Corp *                                                                               277,875
            1,700   Sturm Ruger and Company Inc                                                                               51,850
           13,900   Sun Distributors L.P. Class B                                                                             60,813
              800   Weyco Group                                                                                               26,800
            1,500   X-Rite Inc                                                                                                29,250
                                                                                                                           1,891,488
                    OIL AND GAS - 2.0%
              400   Atlanta Gas Light                                                                                         13,500
            5,200   Berry Petroleum Class A                                                                                   46,800
            1,200   Brooklyn Union Gas Co                                                                                     29,400
            3,500   Cabot Corp                                                                                               119,000
              800   Colonial Gas Co                                                                                           16,400
           33,200   Columbia Gas Systems *                                                                                   863,200
              500   Connecticut Natural Gas Corp                                                                              11,688
            5,100   Crown Central Petroleum Class A *                                                                         68,850
            1,000   Daniel Industries                                                                                         13,250
            3,600   Dekalb Energy Company Class B *                                                                           77,400
            6,600   El Paso Natural Gas Co                                                                                   202,950
           11,825   Energy Service Co *                                                                                      138,944
              800   Energy Ventures Inc *                                                                                     11,300
           11,050   Equitable Resources Inc                                                                                  306,638
            1,500   Equity Oil *                                                                                               5,438
              600   FINA Inc Class A                                                                                          45,750
           13,500   Giant Industries Inc                                                                                     114,750
           17,300   Harken Energy Corp *                                                                                      29,194
            2,900   Hondo Oil & Gas Co * (a)                                                                                  38,425
            1,000   Indiana Energy Inc                                                                                        18,750
              900   Indresco Inc *                                                                                            11,138
            6,850   K N Energy                                                                                               147,275
            1,400   Laclede Gas Co                                                                                            27,650
            9,800   MCN Corp                                                                                                 180,075
              900   MDU Resources Group Inc                                                                                   24,188
              700   Mitchell Energy Class A                                                                                   11,550
            2,300   National Fuel Gas                                                                                         62,675
              700   Nicor Inc                                                                                                 17,325
            2,750   North Carolina Natural Gas                                                                                59,813
              700   Northwest Natural Gas Co                                                                                  21,175
            4,100   Oneok Inc                                                                                                 70,725
            4,300   Plains Petroleum                                                                                          96,750
            3,100   Pool Energy Services *                                                                                    23,638
           25,600   Southwest Gas Corp                                                                                       390,400
           13,300   Southwestern Energy Co                                                                                   167,913
            6,300   Teppco Partners                                                                                          178,763
           29,000   Ultramar Corp                                                                                            746,750
            6,400   Wainoco Oil Corp *                                                                                        27,200
            3,200   Washington Energy                                                                                         44,000
              400   Washington Gas Light                                                                                      15,250
            6,600   Western Gas Resources Inc                                                                                120,450
            4,000   Wiser Oil Co                                                                                              57,500
                                                                                                                           4,673,830
                    PAPER AND ALLIED PRODUCTS - 0.1%
              100   American Filtona                                                                                           2,752
            3,900   Glatfelter (PH) Co                                                                                        71,175
            8,900   Riverwood International Inc                                                                              147,963
                                                                                                                             221,890
                    PHARMACEUTICALS - 0.5%
            7,300   Allergan Inc                                                                                             210,788
           24,115   ICN Pharmaceuticals Inc                                                                                  346,647
            9,600   Pharmacy Management Services Inc *                                                                       151,500
           22,100   Watson Pharmaceutical Inc * (a)                                                                          570,456
                                                                                                                           1,279,391
                    PRIMARY PROCESSING - 2.9%
           39,800   Boise Cascade Corp                                                                                     1,278,575
            2,600   Dexter Corp                                                                                               55,575
               50   Fuller (HB) Co                                                                                             1,663
            5,400   Hanna (MA) Co                                                                                            131,625
            3,900   Lea Ronal Inc                                                                                             78,000
           14,400   Lydall Inc *                                                                                             504,000
            1,200   Mosinee Paper Corp                                                                                        33,600
            5,700   NCH Corp                                                                                                 349,125
           30,000   Olin Corp (a)                                                                                          1,526,250
            2,900   Park-Ohio Industries *                                                                                    39,875
            6,700   Pentair Inc                                                                                              287,681
            1,400   Petrolite Corp                                                                                            35,350
           33,900   Pope and Talbot                                                                                          559,350
            5,600   Quanex Corp                                                                                              131,600
            8,400   Rayonier Timberlands L.P.                                                                                312,900
           61,900   UNR Industries Inc                                                                                       417,825
           23,100   Valspar                                                                                                  825,825
            1,000   Weirton Steel Corp *                                                                                       7,625
                                                                                                                           6,576,444
                    PRINTING AND PUBLISHING - 1.0%
            7,600   Central Newspapers Class A                                                                               204,250
           17,600   Clear Channel Communications *                                                                         1,001,000
            4,000   Houghton Mifflin Co                                                                                      172,000
           11,200   McClatchy Newspapers Inc                                                                                 264,600
            2,500   Paxar Corp *                                                                                              29,375
            6,400   Plenum Publishing                                                                                        212,800
            7,200   Pulitzer Publishing Co                                                                                   243,000
            5,500   Wiley (John) and Sons Class A                                                                            280,500
                                                                                                                           2,407,525
                    REAL ESTATE - 0.1%
           10,100   Hilb Rogal and Hamilton Co                                                                               118,675
            1,100   Santa Anita Realty Enterprises                                                                            18,563
                                                                                                                             137,238
                    REFINING - 2.2%
           51,700   Diamond Shamrock Inc                                                                                   1,292,500
           11,500   Getty Petroleum Corp *                                                                                   133,688
           16,100   Holly Corp                                                                                               380,363
           51,700   Quaker State Corp                                                                                        749,650
           20,000   Tesoro Petroleum Corp *                                                                                  207,500
           51,900   Tosco Corp                                                                                             1,498,613
           52,900   Valero Energy Corp                                                                                       945,588
            1,600   Vintage Petroleum Inc                                                                                     27,800
                                                                                                                           5,235,702
                    RETAIL TRADE - 7.9%
            6,600   Ann Taylor *                                                                                             217,800
            9,425   Arctco Inc                                                                                               155,513
           24,500   Best Buy Co Inc *                                                                                        529,813
           18,600   Big B Inc                                                                                                267,375
            9,700   Blair Corp                                                                                               328,588
           30,800   Burlington Coat Factory Warehouse *                                                                      346,500
           15,200   Caldor Inc *                                                                                             347,700
              300   Claire's Stores Inc                                                                                        4,163
           17,900   CPI Corp                                                                                                 268,500
            8,800   Crown Books *                                                                                            114,400
            3,000   Dart Group Corp Class A                                                                                  246,000
            7,000   Deb Shops Inc                                                                                             34,125
           10,000   Delchamps Inc                                                                                            172,500
           17,000   Dress Barn Inc *                                                                                         174,250
           19,800   Express Scripts Inc Class A *                                                                            673,200
           19,600   Family Dollar Stores                                                                                     254,800
           26,600   Fastenal Co (a)                                                                                        1,243,550
           20,700   Fay's Inc                                                                                                139,725
            6,780   Genovese Drug Stores Inc Class A                                                                          71,190
           23,300   Giant Food Inc Class A                                                                                   553,375
           33,100   Good Guys Inc *                                                                                          393,063
           21,400   Goody's Family Clothing *                                                                                197,950
            2,900   Gottschalks Inc *                                                                                         22,113
            5,900   Hi-Lo Automotive Inc *                                                                                    61,950
           19,300   House of Fabrics *                                                                                        18,094
           24,300   Ingles Markets                                                                                           236,925
            4,100   Intertan * (a)                                                                                            30,238
           28,400   Lands' End Inc *                                                                                         472,150
            7,400   Lechters Inc *                                                                                           138,750
           13,100   Lillian Vernon Corp                                                                                      240,713
           32,900   Longs Drugstores Corp                                                                                  1,044,575
           13,700   MacFrugals Bargains Close Outs Inc *                                                                     232,900
           20,100   Mercantile Stores                                                                                        836,663
           52,900   Micro Warehouse Inc *                                                                                  1,520,875
            1,500   Oshmans Sporting Goods *                                                                                  10,313
            1,200   Penn Traffic Co *                                                                                         45,300
           20,200   Rite Aid Corp                                                                                            499,950
            1,900   Roses Stores Class B *                                                                                       178
           18,300   Ruddick Corp                                                                                             372,863
              400   Smart & Final Inc                                                                                          6,050
            2,550   Sportmart Inc *                                                                                           23,269
            1,850   Sportmart Inc Class A *                                                                                   12,488
           29,900   Stanhome Inc                                                                                             837,200
           64,650   Staples Inc *                                                                                          1,567,762
            5,600   Stein Mart Inc *                                                                                          62,300
           14,460   Strawbridge and Clothier Class A                                                                         310,890
            6,200   Syms Corp                                                                                                 43,400
           13,900   The Vons Co Inc *                                                                                        276,263
            4,800   Tiffany & Co                                                                                             151,200
              100   Tops Appliance City Inc * (a)                                                                                488
           16,000   Trans World Entertainment Corp *                                                                          88,000
           25,100   Value City Department Stores Inc *                                                                       191,388
           28,200   Venture Stores Inc                                                                                       391,275
           35,300   Waban Inc *                                                                                              697,175
            6,900   Weismarkets Inc                                                                                          176,813
           62,400   Williams-Sonoma Inc                                                                                    1,326,000
              900   Xircom Inc * (a)                                                                                          14,625
            1,400   Younkers Inc *                                                                                            25,200
                                                                                                                          18,720,416
                    SERVICES - 7.1%
            7,300   ABM Industries Inc                                                                                       167,900
           22,000   Adia SA ADR                                                                                              511,500
           13,300   American Business Information *                                                                          234,413
           32,750   Apple South Inc                                                                                          431,376
            3,600   Belo (AH) Corp                                                                                           202,950
            1,200   Berlitz International Inc *                                                                               15,300
            1,500   BET Holdings Inc Class A *                                                                                22,688
            7,500   Borg-Warner Security Corp *                                                                               48,750
           25,000   Bowne and Co Inc                                                                                         428,125
            3,800   C C H Inc                                                                                                 67,450
           15,800   CACI International Inc Class A *                                                                         150,100
           18,100   CDI Corp *                                                                                               398,200
           39,899   Chris Craft Industries Inc *                                                                           1,416,415
            1,600   Dames and Moore Inc                                                                                       21,000
           20,500   Electro Rent Corp *                                                                                      394,625
            3,400   E-Town Corp                                                                                               89,675
           36,200   Fleming Cos                                                                                              705,900
           69,800   Handleman Co                                                                                             741,625
           27,500   Harland (JH) Co                                                                                          622,188
           14,200   International Dairy Queen Inc Class A *                                                                  255,600
              600   Jenny Craig Inc                                                                                            4,350
              225   Jones Intercable Inc *                                                                                     3,656
              611   Jones Intercable Inc Class A *                                                                             9,891
           28,050   La Quinta Motor Inns                                                                                     697,744
           29,600   Lee Enterprises Inc                                                                                    1,069,300
            5,000   Marcus Corp                                                                                              135,000
           20,600   McGrath Rentcorp                                                                                         345,050
           20,800   Nash Finch Co                                                                                            317,200
            8,300   Nashua Corp                                                                                              163,925
           54,100   Outback Steakhouse Inc * (a)                                                                           1,413,363
            8,100   Owens and Minor Holdings Co                                                                              113,400
            8,900   Park Communications *                                                                                    260,325
            2,300   PCA International Inc                                                                                     23,000
           28,300   PHH Corp                                                                                               1,061,250
           32,700   Robert Half International Inc *                                                                          805,238
           25,050   Rollins Inc                                                                                              632,513
           33,600   Safecard Services Inc                                                                                    693,000
            5,000   Safeguard Scientifics Inc *                                                                              116,250
            2,400   Sanifill Inc *                                                                                            56,700
            1,000   Scoreboard Inc *                                                                                           4,500
            4,700   Sevenson Environmental Services                                                                           76,375
            7,300   Sizzler International Inc                                                                                 46,538
            9,000   SPS Transaction Services Corp *                                                                          286,875
           10,800   Super Food Services Inc                                                                                  117,450
            4,000   Total System Services Inc                                                                                 70,500
           15,200   True North Communications Inc                                                                            241,300
               13   Turner Broadcasting System Class B                                                                           250
           11,000   Unifirst Corp                                                                                            132,000
            8,100   United Television Inc *                                                                                  473,850
            2,400   USA Waste Services Inc *                                                                                  26,700
           16,000   Western Waste Industries *                                                                               260,000
           22,400   Westwood One Inc                                                                                         253,400
                                                                                                                          16,836,673
                    TECHNOLOGY - 7.8%
              500   ADC Telecommunications Inc *                                                                              27,875
            2,200   American Business Products                                                                                51,150
           19,450   American Management Systems Inc *                                                                        397,509
            3,800   Ametek Inc                                                                                                67,925
            2,800   Analogic Corp *                                                                                           55,300
           15,750   Andrew Corp *                                                                                            913,500
            2,900   Atari Corp *                                                                                              10,331
           20,800   Atmel Corp *                                                                                             709,800
              600   Aydin Corp *                                                                                               7,275
           13,600   Bay Networks Inc *                                                                                       426,700
            1,900   Bisys Group Inc *                                                                                         36,575
           41,100   Cadence Design Sys Inc *                                                                               1,053,188
            5,300   Caere Corp *                                                                                              53,000
            1,700   Compuware Corp *                                                                                          62,475
            3,575   Control Data Systems Inc                                                                                  25,472
            3,500   CTS Corp                                                                                                 105,000
            2,800   Cubic Corp                                                                                                54,250
            9,600   Dell Computer Corp * (a)                                                                                 398,400
            3,900   Diebold Inc                                                                                              137,963
              300   Dionex Corp *                                                                                             11,925
            6,600   Electronics for Imaging *                                                                                259,050
           17,000   Ennis Business Forms                                                                                     233,750
           40,700   Exabyte *                                                                                                768,213
            2,400   Frame Technology Corp *                                                                                   39,000
            2,100   General Binding Corp                                                                                      31,500
            2,300   Gundle Environmental Systems Inc *                                                                        12,075
           36,400   Integrated Device Tech Inc *                                                                           1,387,750
              900   Intergrated Systems Inc *                                                                                 19,125
            1,100   Ionics Inc *                                                                                              31,625
            5,900   Joslyn Corp                                                                                              147,500
            4,100   MacNeal Schwendler Corp                                                                                   52,788
           44,600   Maxim Intergrated Products *                                                                           1,466,225
            3,000   Methode Electronics Class A                                                                               47,250
            1,250   Millipore Corp                                                                                            66,406
           10,800   Moorco International Inc                                                                                 147,150
            6,700   MTS Systems Corp                                                                                         164,150
           42,000   Network General Corp *                                                                                 1,118,250
            1,100   Osmonics Inc *                                                                                            16,225
           14,800   Peoplesoft Inc *                                                                                         514,300
           62,500   Quantum Corp *                                                                                           921,875
           35,000   Stratacom Inc *                                                                                        1,295,000
           15,840   Sybase Inc *                                                                                             645,480
           27,800   Symbol Technologies Inc *                                                                                726,275
              225   System Software Associates Inc                                                                             5,203
           61,000   Tellabs Inc *                                                                                          3,172,000
            1,300   Thermotrex Corp *                                                                                         18,363
           17,300   United Stationers                                                                                        263,825
            3,200   Walker Interactive Systems *                                                                              23,600
            9,000   Wallace Computer Services                                                                                280,125
                                                                                                                          18,479,691
                    TELECOMMUNICATIONS - 0.4%
           33,800   Federal Signal Corp                                                                                      692,900
            2,963   Millicom International Cellular SA *                                                                      80,742
            8,600   Telco Systems Inc *                                                                                      102,125
                                                                                                                             875,767
                    TEXTILES - 0.1%
              500   Angelica Corp                                                                                             12,750
            1,300   Crown Crafts                                                                                              20,963
            5,000   Quiksilver Inc *                                                                                          90,000
            5,100   Ross Stores Inc                                                                                           59,606
                                                                                                                             183,319
                    TRANSPORTATION - 3.0%
           17,600   AAR Corp                                                                                                 242,000
            1,300   Airborne Freight Corp                                                                                     31,038
           24,800   American President Cos                                                                                   564,200
           46,200   Ball Corp                                                                                              1,513,050
           21,300   Expeditors International of Washington Inc                                                               468,600
            6,500   Florida East Coast Industries Inc                                                                        501,313
            7,700   GRC International Inc *                                                                                  132,825
              507   Heartland Express *                                                                                       14,893
            6,600   International Shipholding Corp                                                                           133,650
            1,100   Offshore Logistics *                                                                                      14,163
            1,200   Oglebay Norton Co                                                                                         40,200
              200   Old Dominion Freight Line *                                                                                3,550
           22,000   OMI Corp *                                                                                               115,500
           33,500   Overseas Shipholding Group Inc                                                                           774,688
           41,200   Swift Transportation Co                                                                                  957,900
            1,300   Thor Industries                                                                                           27,300
           31,400   Wisconsin Central Transportation *                                                                     1,428,700
                                                                                                                           6,963,570
                    UTILITIES - 7.0%
            2,200   AES Corp *                                                                                                40,700
           29,300   American Water Works Co                                                                                  864,350
            2,100   Aquarion Co                                                                                               50,138
           30,300   Atlantic Energy Inc                                                                                      575,700
            3,300   Balder Electric                                                                                           94,050
            7,000   Boston Edison Co                                                                                         171,500
            1,000   California Energy Co Inc *                                                                                17,125
              500   California Water Service Co                                                                               16,000
           52,300   Centerior Energy Corp                                                                                    509,925
           20,700   Central Hudson Gas and Electric Co                                                                       571,838
            3,300   Central Louisiana Electric Inc                                                                            77,550
           38,700   Central Maine Power Co                                                                                   541,800
            5,650   Central Vermont Public Services                                                                           78,394
            3,600   Cilcorp Inc                                                                                              127,350
           14,117   Cinergy Corp                                                                                             349,406
            4,200   CIPSCO Inc                                                                                               123,900
           14,100   Commonwealth Energy Systems                                                                              590,438
           27,400   Delmarva Power and Light Co                                                                              544,575
           78,400   Destec Energy Inc *                                                                                      784,000
            2,000   Digital Systems International Inc *                                                                       13,750
            1,900   DQE                                                                                                       63,888
           10,900   Eastern Enterprises                                                                                      287,488
           12,900   Eastern Utilities Associates                                                                             304,763
            1,700   Energen Corp                                                                                              37,400
            4,579   Entergy Corp                                                                                             102,455
            1,000   Franklin Electric Inc                                                                                     33,750
              700   Green Mountain Power Corp                                                                                 19,513
            1,700   Idaho Power Co                                                                                            42,713
            1,600   IES Industries                                                                                            43,800
            3,600   Illinova Corp                                                                                             84,150
            1,500   Interstate Power Co                                                                                       36,750
            4,700   Iowa Illinois Gas and Electric Co                                                                        102,225
            1,800   Ipalco Enterprises Inc                                                                                    59,175
            1,700   IWC Resources Corp                                                                                        33,150
            1,400   Kansas City Power and Light Co                                                                            33,425
            1,700   Ku Energy Corp                                                                                            47,388
            1,700   LG & E Energy Corp                                                                                        66,088
            3,562   Magma Power Co *                                                                                         137,360
            9,200   Midwest Resources                                                                                        133,400
            1,000   Minnesota Power and Light Co                                                                              25,875
            3,900   Montana Power Co                                                                                          92,625
            6,300   Nevada Power Co                                                                                          130,725
           11,600   New York State Electric and Gas Corp                                                                     249,400
            6,600   Oklahoma Gas and Electric Co                                                                             233,475
               80   Pacific Crest Capital Inc *                                                                                  320
            2,000   Pennsylvania Enterprises Inc                                                                              57,500
            3,900   Peoples Energy Corp                                                                                      102,375
            9,900   Pinnacle West Capital Corp                                                                               212,850
          125,500   Portland General Electric Co                                                                           2,557,063
          122,100   Public Services Co of New Mexico *                                                                     1,572,038
           26,500   Puget Sound Power and Light Co                                                                           573,063
            3,000   Republic Waste Industries *                                                                                9,938
           43,200   Rochester Gas and Electric Corp                                                                          945,000
           23,700   Sierra Pacific Resources                                                                                 479,925
              800   South Jersey Industries                                                                                   16,000
            1,470   Southeastern Michigan Gas Enterprises                                                                     29,033
            6,300   Southern California Water Co                                                                             109,463
            2,100   Southern Indiana Gas and Electric Co                                                                      61,163
            1,100   Southwesten Public Services Co                                                                            32,038
           15,200   TNP Enterprises Inc                                                                                      228,000
            8,406   Transco Energy Co                                                                                        149,207
           24,100   Tucson Electric Power Co *                                                                                87,363
              600   UGI Corp                                                                                                  12,150
           12,100   United Illuminating Co                                                                                   402,325
           11,848   United Water Resources Inc                                                                               161,429
              900   Utilicorp United Inc                                                                                      25,988
            4,200   Washington Water Power                                                                                    63,000
              500   Wisconsin Power and Light Holding Co                                                                      15,063
            1,300   WPS Resources Corp                                                                                        38,188
            1,300   Yankee Energy System Inc                                                                                  28,275
                                                                                                                          16,512,227

                    TOTAL STOCK (Cost $213,885,660)                                                                      230,848,363

     PAR VALUE      SHORT-TERM INVESTMENTS - 10.1%
                    REPURCHASE AGREEMENTS - 5.2%
$       2,849,575   Prudential Securities Group, Inc. Repurchase Agreement
                    dated 2/28/95, due 3/1/95, with a maturity value of $2,850,030
                    and an effective yield of 5.75%, collateralized by U.S. Government
                    Agency Obligations with rates ranging from 3.64% to 11.62%,
                    maturities ranging from 5/1/00 to 10/25/24, and with an aggregate
                    market value of $2,906,517.                                                                            2,849,575

        9,404,322   Salomon Brothers Repurchase  Agreement,  dated 2/28/95,  due
                    3/1/95, with a maturity value of $9,405,785 and an effective
                    yield of 5.60%,  collateralized by a U.S. Treasury Bond with
                    a rate of 6.25%, a maturity date of 8/15/23,
                    and with an aggregate market value of $9,660,551.                                                      9,404,322
                                                                                                                          12,253,897
                    U.S. GOVERNMENT - 0.2%
          500,000   U.S. Treasury Bill, 4.92% due 3/2/95 (b)                                                                 499,922

                    CASH EQUIVALENTS - 4.7%
           54,088   Bank of Boston Time Deposit, 6.16% due 3/1/95                                                             54,088
        7,197,674   Dreyfus Cash Management Money Market Fund Plus, A Shares                                               7,197,674
          560,936   National Westminster Time Deposit, 6.05% due 3/1/95                                                      560,936
        3,155,849   Provident Institutional Prime Money Market Fund                                                        3,155,849
                                                                                                                          10,968,547

                    TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                      23,722,366

                    TOTAL INVESTMENTS - 108.0%
                    (Cost $237,608,026) * *                                                               $              254,570,729

                    Other Assets and Liabilities (net) - (8.0%)                                                         (18,790,082)

                    TOTAL NET ASSETS - 100.0%                                                             $              235,780,647

                    NOTES TO THE SCHEDULE OF INVESTMENTS:

                    ADR American Depositary Receipt

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

                    (b)     This security is held as collateral for open futures contracts.

                    *       Non-income producing security

                    **      The aggregate identified cost for federal income
                            tax purposes is  $237,646,141,  resulting in gross
                            unrealized   appreciation   and   depreciation  of
                            $25,158,415 and $8,233,827,  respectively, and net
                            unrealized appreciation of $16,924,588.

</TABLE>
              See accompanying notes to the financial statements.

GMO CORE II SECONDARIES FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>
<S>                                                                <C>
ASSETS:
  Investments, at value (cost $213,885,660) (Note 1)               $         230,848,363
  Short-term investments, at amortized cost (Note 1)                          23,722,366
  Receivable for investments sold                                             23,111,907
  Receivable for Fund shares sold                                                521,815
  Dividends and interest receivable                                              311,645
  Receivable for variation margin on open futures contracts                       87,141
  Receivable for expenses waived or borne by Manager (Note 2)                      7,861

    Total assets                                                             278,611,098


LIABILITIES:
  Payable for investments purchased                                           19,513,375
  Payable for Fund shares repurchased                                         12,208,915
  Payable upon return of securities loaned (Note 1)                           10,961,415
  Payable to affiliate for management fee  (Note 2)                               72,108
  Accrued expenses                                                                74,638

    Total liabilities                                                         42,830,451


NET ASSETS (equivalent to $13.61 per share based
  on 17,325,736 shares outstanding, unlimited shares authorized)   $         235,780,647



NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         210,300,226
  Undistributed net investment income                                            707,076
  Accumulated net realized gain on investments and
   closed futures contracts                                                    7,270,940
  Net unrealized appreciation of investments and open futures
   contracts                                                                  17,502,405

    NET ASSETS                                                     $         235,780,647
</TABLE>

              See accompanying notes to the financial statements.





GMO CORE II SECONDARIES FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995

<TABLE>
<S>                                                                <C>
INVESTMENT INCOME:
  Dividends (net of withholding taxes of $863)                     $   2,998,140
  Interest (including securities lending income of $71,659)              520,458

    Total income                                                       3,518,598

EXPENSES:
  Management fee (Note 2)                                                865,852
  Custodian and transfer agent fees                                       83,274
  Audit fees                                                              53,078
  Legal fees                                                               7,010
  Registration fees                                                        5,528
  Insurance                                                                2,058
  Trustee fee (Note 2)                                                       869
  Miscellaneous                                                            1,095

    Total expenses                                                     1,018,764

    Less:  expenses waived or borne by Manager (Note 2)                 (187,546)

    Net expenses                                                         831,218

      Net investment income                                            2,687,380


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND
 FUTURES CONTRACTS:
    Net realized gain (loss) on:
      Investments                                                     15,256,562
      Closed futures contracts                                          (569,321)
        Net realized gain                                             14,687,241

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                     (8,973,117)
      Open futures contracts                                             408,125
        Net unrealized loss                                           (8,564,992)

      Net realized and unrealized gain on investments
         and futures contracts                                         6,122,249


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $   8,809,629
</TABLE>
              See accompanying notes to the financial statements.



GMO CORE II SECONDARIES FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                  FEBRUARY 28, 1995      FEBRUARY 28, 1994
<S>                                                            <C>                     <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
  Net investment income                                        $           2,687,380   $          2,074,574
  Net realized gain on investments
    and closed futures contracts                                          14,687,241             10,560,435
  Change in net unrealized appreciation (depreciation)
    on investments and open futures contracts                             (8,564,992)             8,634,849

  Net increase in net assets resulting from operations                     8,809,629             21,269,858

Distributions to shareholders from:
  Net investment income                                                   (2,478,510)            (2,016,452)
  Net realized gains                                                     (13,249,265)            (4,787,721)

                                                                         (15,727,775)            (6,804,173)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                           106,039,496             57,853,253
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                  13,476,187              5,529,115
  Cost of shares repurchased                                             (28,102,815)           (28,793,929)

  Net increase in net assets resulting
    from Fund share transactions                                          91,412,868             34,588,439

  Total increase in net assets                                            84,494,722             49,054,124

NET ASSETS:
  Beginning of period                                                    151,285,925            102,231,801

  End of period (including undistributed net
    investment income of $707,076 and
    $460,639, respectively)                                    $         235,780,647   $        151,285,925
</TABLE>
              See accompanying notes to the financial statements.







GMO CORE II SECONDARIES FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                                                         YEAR ENDED FEBRUARY 28/29,
                                             1995           1994           1993           1992*

<S>                                        <C>            <C>            <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD       $ 14.31        $ 12.68        $ 11.12        $ 10.00

Income from investment operations:
  Net investment income (a)                   0.20           0.21           0.22           0.04
  Net realized and unrealized gain
   on investments and futures contracts       0.34           2.14           1.59           1.08

    Total from investment operations          0.54           2.35           1.81           1.12

Less distributions to shareholders:
  From net investment income                 (0.20)         (0.22)         (0.21)             -
  From net realized gains                    (1.04)         (0.50)         (0.04)             -

    Total distributions                      (1.24)         (0.72)         (0.25)             -

NET ASSET VALUE, END OF PERIOD             $ 13.61        $ 14.31        $ 12.68        $ 11.12

TOTAL RETURN (B)                              4.48%         18.97%         16.46%         11.20%


RATIOS/SUPPLEMENTAL DATA:

   Net assets, end of period       $       235,781 $      151,286 $      102,232$        58,258
   Net expenses to average
     daily net assets (a)                     0.48%          0.48%          0.49%          0.49%**
   Net investment income to average
     daily net assets (a)                     1.55%          1.66%          2.02%          2.19%**
   Portfolio turnover rate                      54%            30%             3%             0%

*    For the period from the commencement of operations, December 31, 1991 to February 29, 1992.
**   Annualized.
(a)  Net of fees and expenses voluntarily waived or borne by the Manager of $.01, $.02, $.02, and $.01
     per share for the fiscal years ended 1995, 1994 and 1993 and for the period
     ended February 29, 1992, respectively.
(b)  Calculation  excludes  subscription  and redemption fees. The total returns
     would have been  lower had  certain  expenses  not been  waived  during the
     periods shown.
</TABLE>
              See accompanying notes to the financial statements.




GMO CORE II SECONDARIES FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES
     
     The GMO Core II Secondaries 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
     Trust was established as a  Massachusetts  Business Trust under the laws of
     the  Commonwealth  of  Massachusetts  on June 24, 1985. The  Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less are
     valued at amortized cost which approximates  market value. Other assets and
     securities for which no quotations are readily available are valued at fair
     value as determined in good faith by the Trustees.

     FUTURES CONTRACTS
     The Fund may purchase futures contracts on the S&P Mid Cap 400 index and on
     such other  domestic  stock  indices as the Manager  may deem  appropriate.
     Stock index futures contracts represent  commitments for future delivery of
     cash based upon the level of a specified  index of equity  securities  at a
     given date.  The Fund may use futures  contracts  to manage its exposure to
     the stock markets.  Buying futures tends to increase the Fund's exposure to
     the  underlying  instrument.  Selling  futures tends to decrease the Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  Government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 6 for
     all open futures contracts held as of February 28, 1995.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults, the value of the collateral declines or
     if the seller enters insolvency  proceedings,  realization of collateral by
     the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned securities  having a market value of $10,447,364,  collateralized by
     cash in the  amount  of  $10,968,547,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing  treatments  for  futures  transactions,  partnership  interests,
     non-taxable dividends and losses deferred due to wash sales.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.
<TABLE>
<CAPTION>
           UNDISTRIBUTED NET INVESTMENT            ACCUMULATED NET REALIZED
                      INCOME                               GAIN                     PAID-IN CAPITAL
                    <S>                                 <C>                               <C>
                    $37,567                             ($37,567)                         -
</TABLE>

     Distributions  in excess of tax basis earnings and profits will be reported
     in the Fund's  financial  statements  as a return of capital.  Furthermore,
     differences  in the  recognition  or  classification  of income between the
     financial statements and tax earnings and profits which result in temporary
     over-distributions  for  financial  statement  purposes are  classified  as
     distributions  in  excess  of net  investment  income  or  accumulated  net
     realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date.  Interest  income is  recorded  on the
     accrual basis. In determining the net gain or loss on securities  sold, the
     cost of securities is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The premium on cash purchases and redemptions of Fund shares is .75% of the
     amount  invested  and  redeemed.  The Manager may waive such premium to the
     extent that a  transaction  results in minimal  brokerage  and  transaction
     costs to the Fund.  All  purchase and  redemption  premiums are paid to and
     recorded as paid-in  capital by the Fund.  For the year ended  February 28,
     1995,  the  Fund  received  $174,223  in  purchase  premiums  and  $277  in
     redemption premiums.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual  rate of .50% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed .48% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $869. No  remuneration is paid
     to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended  February 28, 1995  aggregated
     $174,786,081 and $93,504,081, respectively.

4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 20% of the  outstanding  shares of the Fund were held
     by one shareholder.

5.   SHARE TRANSACTIONS

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

                                                   YEAR ENDED        YEAR ENDED
                                               FEBRUARY 28, 1995  FEBRUARY 28, 1994
<S>                                                <C>              <C>
Shares sold                                         7,782,253        4,169,190
Shares issued to shareholders in reinvestment
  of distributions                                  1,047,874          408,736
Shares repurchased                                 (2,079,900)      (2,066,228)

Net increase                                        6,750,227        2,511,698

Fund shares:
  Beginning of period                              10,575,509        8,063,811
  End of period                                    17,325,736       10,575,509
</TABLE>

6.   FINANCIAL INSTRUMENTS

     A summary of  outstanding  futures  contracts at February  28, 1995,  is as
     follows:
<TABLE>
<CAPTION>
      NUMBER OF
      CONTRACTS                                                                                 NET UNREALIZED
                          TYPE                      EXPIRATION DATE         CONTRACT VALUE       APPRECIATION
      <S>           <C>                               <C>                 <C>
      153           S & P Mid Cap 400                 March 1995          $      13,727,925   $          539,702
</TABLE>

     At February  28,  1995,  the Fund had cash and/or  securities  to cover any
     margin requirements on these contracts.

                                                           * * *

GMO CORE II SECONDARIES FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)


     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 81.73% of distributions as net capital gain dividends.

GMO FUNDAMENTAL VALUE FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the Shareholders of
GMO Fundamental  Value Fund (A Series of GMO Trust)


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  Fundamental  Value Fund at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 10, 1995





GMO FUNDAMENTAL VALUE FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995

<TABLE>
<CAPTION>
   SHARES    DESCRIPTION                                                                                   VALUE ($)


<S>          <C>                                                                                 <C>
             STOCK - 97.5%
             AEROSPACE - 1.3%
    60,000   Rockwell International Corp                                                                          2,310,000

             AUTOMOTIVE - 1.8%
    10,000   Chrysler Corp                                                                                          435,000
    20,000   General Motors Corp                                                                                    852,500
    25,000   Intermet Corp *                                                                                        187,500
    25,000   Mascotech Industries Inc Convertible Preferred $1.20                                                   346,875
    25,000   Navistar International Corp Preferred $6.00                                                          1,306,250
    25,000   TBC Corp *                                                                                             253,125
                                                                                                                  3,381,250
             BANKING AND FINANCIAL SERVICES - 6.2%
    75,000   American Express Co                                                                                  2,531,250
    15,000   Chase Manhattan Corp                                                                                   538,125
    45,000   Chemical Banking Corp                                                                                1,805,625
    10,000   Citicorp                                                                                               450,000
     2,500   Citicorp Convertible Preferred 10.75%                                                                  308,125
    45,000   Citicorp Convertible Preferred $1.21                                                                   866,250
    12,500   First Interstate Bancorp                                                                             1,017,188
    15,000   Great Western Financial                                                                                281,250
     5,000   John Nuveen and Company Inc Class A                                                                    116,250
     5,000   Nationsbank Corp                                                                                       249,375
     5,000   Republic New York Corp                                                                                 249,375
    25,000   Salomon 6.75% "DEC" Equity Linked Security (Elks) (b)                                                  834,375
    20,000   Shawmut National Corp                                                                                  512,500
    20,000   Summit Properties Inc                                                                                  340,000
    30,000   Travelers Inc                                                                                        1,166,250
                                                                                                                 11,265,938
             CHEMICALS - 3.7%
    97,500   Baxter International Inc                                                                             3,034,678
    25,000   Borden Chemical and Plastics LP                                                                        437,500
    25,000   Georgia Gulf Corp *                                                                                    750,000
    10,000   Grace (WR) and Co                                                                                      450,000
    12,500   IMC Global Inc                                                                                         584,375
    20,000   Olin Corp Convertible Preferred Series A $3.64 (a)                                                   1,007,500
    20,000   Praxair Inc                                                                                            452,500
                                                                                                                  6,716,553
             COMMUNICATIONS - 0.2%
    10,000   BCE Inc                                                                                                308,750

             COMPUTER AND DATA PROCESSING SERVICES - 0.7%
   200,000   SHL System House *                                                                                   1,200,000

             COMPUTER AND OFFICE EQUIPMENT - 0.3%
    10,000   Seagate Technology *                                                                                   240,000
     7,500   Storage Technology Convertible Preferred 7.00%                                                         388,125
                                                                                                                    628,125
             CONSTRUCTION - 1.5%
    25,000   Fleetwood Enterprises Inc                                                                              546,875
    12,500   Halliburton Co                                                                                         465,625
    49,500   Owens Corning Fiberglass Corp * (a)                                                                  1,664,438
                                                                                                                  2,676,938
             CONSUMER GOODS - 7.8%
    25,000   American Safety Razor Co *                                                                             306,250
    75,000   Black and Decker Corp                                                                                2,006,250
    50,000   Burlington Industries Inc *                                                                            550,000
    27,500   Corning Inc                                                                                            883,438
    95,000   Eastman Kodak Co                                                                                     4,845,000
    25,000   Maytag Corp                                                                                            412,500
    10,000   Premark International Inc                                                                              432,500
    15,000   Procter and Gamble Co                                                                                  997,500
    25,000   United States Shoe Corp                                                                                475,000
   250,000   Westinghouse Electric Corp Convertible Preferred $1.30 144A                                          3,406,250
                                                                                                                 14,314,688
             ELECTRONIC EQUIPMENT - 0.5%
    10,000   Kuhlman Corp (a)                                                                                       123,750
    15,000   Philips NV ADR                                                                                         493,125
     7,500   Teradyne Inc *                                                                                         272,813
                                                                                                                    889,688
             FOOD AND BEVERAGE - 4.2%
     5,000   Anheuser-Busch Cos Inc                                                                                 281,875
    30,000   Coca Cola Enterprises Inc                                                                              615,000
    25,000   Coors (Adolph) Co                                                                                      406,250
    50,000   Nestle SA ADR                                                                                        2,405,010
   500,000   RJR Nabisco Holdings Convertible Preferred Series C 9.25%                                            2,937,500
    15,000   Sara Lee Corp                                                                                          393,750
    13,000   Smith Food and Drug Center Class B                                                                     349,375
    10,000   Supervalu Inc                                                                                          257,500
                                                                                                                  7,646,260
             HEALTH CARE - 1.0%
     4,600   Bard (C R)                                                                                             123,050
    50,000   Beverly Enterprises Inc *                                                                              650,000
    25,000   Community Psychiatric Centers                                                                          290,625
    15,000   Glaxo Plc ADR (a)                                                                                      301,875
    10,000   National Medical Enterprises *                                                                         155,000
     7,500   Upjohn Co                                                                                              264,375
                                                                                                                  1,784,925
             INSURANCE - 9.5%
    25,000   Aetna Life and Casualty Co                                                                           1,343,750
    92,500   Alexander & Alexander Services Inc                                                                   2,011,875
    25,000   Alexander & Alexander Services Inc Convertible
               Preferred Series A $3.625                                                                          1,081,250
    25,000   Allstate Corp                                                                                          687,500
     5,000   AON Corp                                                                                               173,750
    12,500   Cigna Corp                                                                                             946,875
   150,000   Continental Corp                                                                                     2,906,250
    17,500   First Colony Corp                                                                                      391,563
    12,500   Gallagher (Arthur J) and Co                                                                            437,500
     5,000   John Alden Financial Corp                                                                              143,750
    10,000   Kemper Corp                                                                                            402,500
    20,000   Liberty Corp                                                                                           537,500
    17,500   Life Re Corp                                                                                           347,813
    15,000   National Re Corp                                                                                       455,625
   125,000   Reliance Group Holdings Inc                                                                            687,500
    10,000   Sedgwick Group ADR                                                                                     122,473
    20,000   TIG Holdings Inc                                                                                       415,000
    22,500   Transamerica Corp                                                                                    1,229,063
    65,356   USF & G Corp                                                                                           931,316
     7,500   USLIFE Corp                                                                                            285,938
    10,000   Vesta Insurance Group Inc                                                                              300,000
    25,000   Washington National Corp                                                                               462,500
    75,000   Willis Corroon Group Plc ADR                                                                           843,750
     5,000   Zurich Reinsurance Centre Inc *                                                                        151,250
                                                                                                                 17,296,291
             MACHINERY - 2.2%
    10,000   Allegheny Ludlum Corp                                                                                  211,250
    50,000   CBI Industries Inc                                                                                   1,212,500
    15,000   Cincinnati Milacron Inc                                                                                315,000
    15,000   Cummins Engine Inc                                                                                     682,500
    22,500   FMC Corp *                                                                                           1,316,250
     5,000   Giddings and Lewis Inc                                                                                  85,000
    30,000   Northwestern Steel and Wire *                                                                          191,250
                                                                                                                  4,013,750
             MANUFACTURING - 6.1%
    25,000   General Electric Co                                                                                  1,371,875
    50,000   Instrument Systems Corp *                                                                              450,000
    27,500   International Business Machines Corp                                                                 2,069,375
   105,000   Mascotech Industries Inc                                                                             1,286,250
     9,100   Minnesota Mining and Manufacturing                                                                     498,225
   112,500   Teledyne Inc                                                                                         2,601,563
     1,125   Teledyne Inc Preferred Stock Series E                                                                   16,875
    25,000   United Technologies Corp                                                                             1,659,375
    75,000   Westinghouse Electric Corp                                                                           1,162,500
                                                                                                                 11,116,038
             METALS AND MINING - 1.4%
    10,000   Alcan Aluminum Ltd                                                                                     242,500
    15,000   Asarco Inc                                                                                             408,750
     5,000   Battle Mountain Gold Convertible Preferred $3.25                                                       265,000
     5,000   Cyprus Amax Minerals Co                                                                                135,000
     5,000   Echo Bay Financial Convertible Preferred Series A $1.75                                                141,875
    30,000   Falconbridge Ltd                                                                                       493,212
     5,000   Inco Ltd (a)                                                                                           134,375
     5,000   Newmont Mining Corp                                                                                    180,625
    15,000   Placer Dome Inc                                                                                        305,625
     6,000   Santa Fe Pacific Gold Corp *                                                                            65,250
    25,000   Sherritt Inc *                                                                                         229,088
                                                                                                                  2,601,300
             MISCELLANEOUS - 1.8%
    25,000   Brascan Ltd                                                                                            328,125
    50,000   Freeport-McMoran Corp Preferred                                                                      1,625,000
    10,000   Pittston Minerals Group                                                                                207,500
    65,000   Wellcome Plc ADR                                                                                     1,048,125
                                                                                                                  3,208,750
             OIL AND GAS - 7.3%
    10,000   Alberta Energy Company Ltd                                                                             134,758
    10,000   Amerada Hess Corp                                                                                      490,000
     5,000   Atlantic Richfield Co                                                                                  548,125
     5,000   Atlantic Richfield Co Convertible Preferred 9.00%                                                      122,500
    10,000   Dresser Industries Inc                                                                                 206,250
    30,000   Enserch Corp                                                                                           420,000
    50,000   Global Marine Inc *                                                                                    206,250
     5,000   Kerr-McGee Corp                                                                                        251,875
   100,000   Lasmo Plc ADR *                                                                                        712,500
   125,000   Maxus Energy Corp *                                                                                    484,375
    20,500   Mitchell Energy Class A                                                                                338,250
    15,000   Mitchell Energy Class B                                                                                226,875
   125,000   Noram Energy Corp                                                                                      703,125
    35,000   Occidental Petroleum Corp                                                                              695,625
    25,000   Oryx Energy Co *                                                                                       275,000
    12,500   Questar Corp                                                                                           360,938
    15,000   Reading and Bates Corp Preferred $1.625                                                                375,000
    25,000   Santa Fe Energy Resources Inc Convertible Preferred 8.25%                                              225,000
    10,000   Texaco Inc                                                                                             637,500
     7,500   Tidewater Inc                                                                                          147,188
    10,000   Union Texas Petroleum Holdings                                                                         192,500
    50,000   Unocal Corp                                                                                          1,418,750
    25,000   Unocal Corp Convertible Preferred $3.50 144A                                                         1,281,250
    65,000   USX - Marathon Group                                                                                 1,056,250
    60,000   Williams Companies Inc                                                                               1,725,000
    10,000   YPF Sociedad Anonima ADR                                                                               190,000
                                                                                                                 13,424,884
             PAPER AND ALLIED PRODUCTS - 0.3%
    15,000   Weyerhaeuser Co                                                                                        611,250

             PHARMACEUTICALS - 1.0%
    10,000   Allergan Inc                                                                                           288,750
    20,000   Lilly (Eli) & Co                                                                                     1,340,000
    10,000   Teva Pharmaceutical ADR                                                                                259,375
                                                                                                                  1,888,125
             PRIMARY PROCESSING - 4.7%
    40,000   Armco Inc *                                                                                            265,000
     5,000   Armco Inc Convertible Preferred $3.625                                                                 251,250
    17,500   Bethlehem Steel Corp *                                                                                 273,438
    25,000   Boise Cascade Corp Preferred Series G $1.58                                                            684,375
     5,000   Champion International Corp                                                                            205,625
     5,000   Dow Chemical Co                                                                                        335,000
     5,000   Du Pont (E I) De Nemours & Co Inc                                                                      280,625
    10,000   Inland Steel Industries Inc *                                                                          287,500
     5,000   International Paper Co                                                                                 381,875
    50,000   James River Corp                                                                                     1,231,250
    97,500   James River Corp Convertible Preferred 9.00%                                                         2,218,125
     5,000   LTV Corp *                                                                                              76,875
    30,000   National Steel Corp Class B *                                                                          495,000
    10,000   Pope and Talbot                                                                                        165,000
    22,500   USX-US Steel Group Inc                                                                                 748,125
    95,000   Weirton Steel Corp *                                                                                   724,375
                                                                                                                  8,623,438
             PRINTING AND PUBLISHING - 0.2%
     5,000   Dun and Bradstreet Corp                                                                                258,125
    10,000   Saatchi & Saatchi Plc ADR *                                                                             45,000
                                                                                                                    303,125
             REAL ESTATE - 2.8%
    55,000   AMLI Residential Properties Trust                                                                    1,038,125
    50,000   Crown American Realty                                                                                  618,750
   100,000   Debartolo Realty Corp                                                                                1,400,000
    15,000   Irvine Apartment Communities                                                                           238,125
    75,000   JP Realty Inc                                                                                        1,500,000
    25,000   Regency Realty Corp                                                                                    412,500
                                                                                                                  5,207,500
             REFINING - 1.3%
    25,000   Ashland Inc Convertible Preferred $3.125                                                             1,343,750
    20,000   Imperial Oil Ltd                                                                                       680,000
    15,000   Sun Co Inc                                                                                             436,875
                                                                                                                  2,460,625
             RETAIL TRADE - 5.4%
    25,000   American Stores Co                                                                                     612,500
    40,000   Federated Department Stores *                                                                          880,000
   100,000   Food Lion Inc (a)                                                                                      562,500
    75,000   Kmart                                                                                                  956,250
   125,000   Price/Costco Inc *                                                                                   1,703,125
    12,500   Rite Aid Corp                                                                                          309,375
    25,000   Scotts Company Class A *                                                                               462,500
    25,000   Sears Roebuck & Co                                                                                   1,231,250
    10,000   The Limited Inc                                                                                        175,000
    15,000   TJX Cos Inc                                                                                            202,500
   110,000   Wal-Mart Stores Inc                                                                                  2,612,500
    10,000   Williams-Sonoma Inc                                                                                    212,500
                                                                                                                  9,920,000
             SERVICES - 1.6%
    10,000   Fleming Cos                                                                                            195,000
    25,000   Host Marriott Corp *                                                                                   275,000
    25,000   International Technology Corp * (a)                                                                     68,750
    15,000   International Technology Corp Convertible Preferred 7.00%                                              255,000
     5,000   Lee Enterprises Inc                                                                                    180,625
    25,000   Morningstar Group Inc *                                                                                179,688
    20,000   Noram Energy Corp Convertible Preferred Series A $3.00                                                 682,500
    15,000   Pinkertons Inc *                                                                                       266,250
    15,000   Tele-Communications Class A *                                                                          341,250
     2,500   Time Warner Inc                                                                                         96,563
    10,000   USA Waste Services Inc *                                                                               111,250
    18,750   Wackenhut Corp Class B                                                                                 260,156
                                                                                                                  2,912,032
             TECHNOLOGY - 5.5%
    50,000   Avnet Inc                                                                                            1,937,500
    15,000   Bay Networks Inc *                                                                                     470,625
    35,000   Cray Research Inc *                                                                                    590,625
    15,000   Cytec Industries Inc *                                                                                 581,250
    35,000   Data General *                                                                                         275,625
    87,500   Digital Equipment Corp *                                                                             2,931,250
     2,500   Emerson Electric                                                                                       165,313
    15,000   Fisher Scientific                                                                                      405,000
     5,000   Intel Corp                                                                                             398,750
     5,000   Moorco International Inc                                                                                68,125
    14,600   Moore Corp Ltd (a)                                                                                     270,100
     5,000   SCI Systems Inc *                                                                                       90,625
    10,000   Storage Technology Corp *                                                                              217,500
    72,500   Tandem Computers Inc *                                                                               1,232,500
     5,000   Xerox Corp                                                                                             554,375
                                                                                                                 10,189,163
             TELECOMMUNICATIONS - 4.7%
    12,500   AT & T Corp                                                                                            646,875
     5,000   Bell Atlantic Corp (a)                                                                                 268,125
    15,000   Comsat Corp                                                                                            266,250
   122,500   GTE Corp                                                                                             4,088,438
    60,000   MCI Communications                                                                                   1,207,500
    25,000   Pacific Telesis Group                                                                                  750,000
     5,000   Sprint Corp                                                                                            146,250
    30,000   US West Inc                                                                                          1,162,500
                                                                                                                  8,535,938
             TEXTILE - 0.1%
    10,000   Kellwood Co                                                                                            176,250

             TOBACCO - 0.8%
    10,000   BAT Industries Plc ADR                                                                                 132,500
    57,500   Hanson Plc ADR (a)                                                                                   1,078,125
     2,500   Loews Corp                                                                                             242,813
                                                                                                                  1,453,438
             TRANSPORTATION - 3.6%
    22,500   AMR Corp *                                                                                           1,375,313
     5,000   Burlington Northern Inc                                                                                280,000
    75,000   Canadian Pacific Ltd                                                                                 1,050,000
     5,000   Consolidated Freightways Inc Preferred Series C $1.54                                                  119,375
     7,500   Delta Air Lines Inc                                                                                    435,000
     3,500   Delta Air Lines Inc Convertible Preferred Series C $3.50                                               174,125
    25,000   Gencorp Inc                                                                                            337,500
    20,000   Hunt JB Transportation Services Inc                                                                    390,000
    25,000   Navistar International Corp *                                                                          362,500
    10,000   Overseas Shipholding Group Inc                                                                         231,250
    25,000   Ryder System Inc                                                                                       581,250
    10,000   Skywest Inc                                                                                            145,000
    30,000   Southern Pacific Rail Corp *                                                                           536,250
    15,000   USAir Group Inc *                                                                                       88,125
    15,000   USAir Group Inc Cumulative Convertible Preferred
                Series B $4.375                                                                                     408,750
                                                                                                                  6,514,438
             UTILITIES - 7.8%
    75,000   Centerior Energy Corp                                                                                  731,250
    35,000   Cinergy Corp                                                                                           866,250
    10,000   CMS Energy Corp                                                                                        240,000
    20,000   Detroit Edison Co                                                                                      572,500
    25,000   DPL Inc                                                                                                521,875
    50,000   Entergy Corp                                                                                         1,118,750
    10,000   General Public Utilities                                                                               302,500
    10,000   Illinova Corp                                                                                          233,750
    25,000   Niagara Mohawk Power Corp                                                                              371,875
    22,500   Northeast Utilities (a)                                                                                511,875
    25,000   Ohio Edison Co                                                                                         525,000
    10,000   Pacific Gas and Electric Co                                                                            256,250
    25,000   PacifiCorp                                                                                             478,125
   120,000   Panhandle Eastern Corp                                                                               2,700,000
    10,000   Public Service Enterprise Group Inc                                                                    291,250
     5,000   Public Services Co of New Mexico *                                                                      64,375
    35,000   Tenneco Inc                                                                                          1,592,515
    45,000   Texas Utilities Co                                                                                   1,479,375
    50,000   TransCanada Pipeline Ltd                                                                               662,500
     7,532   Transco Energy Co                                                                                      133,693
    20,000   Unicom Corp                                                                                            510,000
    20,000   USX-Delhi Group                                                                                        165,000
                                                                                                                 14,328,708
             WHOLESALE TRADE - 0.2%
    20,000   Ogden Corp                                                                                             427,500


             TOTAL STOCK (Cost $166,736,093)                                                                    178,335,658

             SHORT-TERM INVESTMENTS - 7.0%
 PAR VALUE   REPURCHASE AGREEMENT - 3.6%
$6,685,539   Salomon Brothers Repurchase  Agreement,  dated 2/28/95, due 3/1/95,
             with a  maturity  value of  $6,686,579  and an  effective  yield of
             5.60%, collateralized by a U.S. Treasury Bond with a rate of 6.25%,
             a maturity date of 8/15/23,
             and with an aggregate market value of $6,867,693.                                                    6,685,539

             U.S. GOVERNMENT - 0.1%
   115,000   U.S. Treasury Bill, 5.29% due 3/16/95                                                                  114,747

             CASH EQUIVALENTS - 3.3%
 1,939,199   Bank of Boston Time Deposit                                                                          1,939,199
   991,089   Dreyfus Cash Management Money Market Fund Plus, A Shares                                               991,089
 1,304,015   National Westminster Time Deposit                                                                    1,304,015
 1,710,397   Provident Institutional Prime Money Market Fund                                                      1,710,397
                                                                                                                  5,944,700

             TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                    12,744,986

             TOTAL INVESTMENTS - 104.5%
             (Cost $179,481,079) * *                                                                            191,080,644

             Other Assets and Liabilities (net) - (4.5%)                                                         (8,209,737)

             TOTAL NET ASSETS - 100.0%                                                           $              182,870,907

             Notes to the Schedule of Investments:

             ADR  American Depositary Receipt

             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 buyers.

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

             (b)       A  derivative  security  whose  price is  linked  to the
                       common stock of Digital Equipment Corporation.  Interest
                       is paid  quarterly  at an  annual  rate of  6.75% of the
                       offering  price  of  $37.50.  The  redemption  value  is
                       determined  by the ten days' average  closing  prices of
                       Digital   Equipment  common  stock  but  not  to  exceed
                       $50.625.

             *         Non-income producing security.

             **        The aggregate  identified  cost for federal  income tax
                       purposes is  $180,294,666,  resulting in gross unrealized
                       appreciation   and   depreciation   of  $18,056,665   and
                       $7,270,687, respectively, and net unrealized appreciation
                       of $10,785,978.
</TABLE>

              See accompanying notes to the financial statements.


GMO FUNDAMENTAL VALUE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995
<TABLE>


<S>                                                                <C>
ASSETS:
  Investments, at value (cost $166,736,093) (Note 1)               $         178,335,658
  Short-term investments, at amortized cost (Note 1)                          12,744,986
  Receivable for investments sold                                                943,649
  Dividends and interest receivable                                              668,906
  Receivable for expenses waived or borne by Manager (Note 2)                      4,760

    Total assets                                                             192,697,959



LIABILITIES:
  Payable for investments purchased                                            3,710,185
  Payable upon return of securities loaned (Note 1)                            5,944,095
  Payable to affiliate for management fee  (Note 2)                              104,077
  Accrued expenses                                                                68,695

    Total liabilities                                                          9,827,052




NET ASSETS(equivalent to $12.54 per share based
  on 14,581,927 shares outstanding, unlimited shares authorized)   $         182,870,907



NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         167,992,729
  Undistributed net investment income                                            890,128
  Accumulated net realized gain on investments and
   closed futures contracts                                                    2,388,485
  Net unrealized appreciation on investments                                  11,599,565


    NET ASSETS                                                     $         182,870,907

</TABLE>


              See accompanying notes to the financial statements.




GMO FUNDAMENTAL VALUE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>

<S>                                                                <C>
INVESTMENT INCOME:
  Dividends (net of withholding taxes of $54,075)                  $   5,822,051
  Interest (including securities lending income of $18,706)              392,038

    Total income                                                       6,214,089

EXPENSES:
  Management fee (Note 2)                                              1,297,348
  Custodian and transfer agent fees                                       59,763
  Audit fees                                                              45,184
  Legal fees                                                               7,061
  Registration fees                                                        2,617
  Insurance                                                                2,038
  Trustee fee (Note 2)                                                       837
  Miscellaneous                                                              750

    Total expenses                                                     1,415,598

    Less:  expenses waived or borne by Manager (Note 2)                 (118,250)

    Net expenses                                                       1,297,348

      Net investment income                                            4,916,741

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
 AND FUTURES CONTRACTS:
    Net realized gain (loss) on:
      Investments                                                      7,529,398
      Closed futures contracts                                          (157,926)
        Net realized gain                                              7,371,472

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                      1,366,446
      Open futures contracts                                              21,391
        Net unrealized gain                                            1,387,837

      Net realized and unrealized gain on investments
         and futures contracts                                         8,759,309

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $  13,676,050

</TABLE>

              See accompanying notes to the financial statements.




GMO FUNDAMENTAL VALUE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>


                                                                               YEAR ENDED
                                                                FEBRUARY 28, 1995      FEBRUARY 28, 1994
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                         <C>                     <C>
Operations:
  Net investment income                                     $           4,916,741   $          2,616,010
  Net realized gain on investments
    and closed futures contracts                                        7,371,472              8,955,513
  Change in net unrealized appreciation (depreciation)
    on investments and open futures contracts                           1,387,837              4,887,710

  Net increase in net assets resulting from operations                 13,676,050             16,459,233

Distributions to shareholders from:
  Net investment income                                                (4,583,693)            (2,354,352)
  Net realized gains                                                   (7,395,946)            (8,047,558)

                                                                      (11,979,639)           (10,401,910)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                         39,104,294             71,322,199
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                8,303,555              8,047,702
  Costs of shares repurchased                                         (14,000,000)               -

  Net increase in net assets resulting
    from Fund share transactions                                       33,407,849             79,369,901

  Total increase in net assets                                         35,104,260             85,427,224

Net assets:
  Beginning of period                                                 147,766,647             62,339,423

  End of period (including undistributed net
    investment income of $890,128 and
    $528,164, respectively)                                 $         182,870,907   $        147,766,647

</TABLE>


              See accompanying notes to the financial statements.



GMO FUNDAMENTAL VALUE FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>


                                                     YEAR ENDED FEBRUARY 28/29,
                                            1995         1994         1993         1992*

<S>                                      <C>          <C>          <C>          <C>    
NET ASSET VALUE, BEGINNING OF PERIOD     $ 12.49      $ 11.71      $ 10.82      $ 10.00

Income from investment operations:
  Net investment income (a)                 0.34         0.27         0.30         0.11
  Net realized and unrealized gain
   on investments and futures contracts     0.55         1.64         1.32         0.77

    Total from investment operations        0.89         1.91         1.62         0.88

Less distributions to shareholders:
  From net investment income               (0.32)       (0.28)       (0.30)       (0.06)
  From net realized gains                  (0.52)       (0.85)       (0.43)        --

    Total distributions                    (0.84)       (1.13)       (0.73)       (0.06)

NET ASSET VALUE, END OF PERIOD           $ 12.54      $ 12.49      $ 11.71      $ 10.82

TOTAL RETURN (B)                            7.75%       16.78%       15.66%        8.87%


RATIOS/SUPPLEMENTAL DATA:

   Net assets, end of per        $       182,871$     147,767 $     62,339$      32,252
   Net expenses to average
     daily net assets (a)                   0.75%        0.75%        0.73%        0.62%**
   Net investment income to average
     daily net assets (a)                   2.84%        2.32%        2.77%        3.43%**
   Portfolio turnover rate                    49%          65%          83%          33%

*    For the period from the commencement of operations, October 31, 1991 through February 29, 1992.
**   Annualized.
(a)  Net of fees and expenses voluntarily waived or borne by the Manager of  less than $.01, $.01,
     $.03, and $.03 per share,  for the fiscal years ended 1995,  1994, 1993 and
     for the period ended February 29, 1992, respectively.
(b)  Calculation  excludes  subscription fees. The total returns would have been
     lower had certain expenses not been waived during the periods shown.
</TABLE>

              See accompanying notes to the financial statements.

GMO FUNDAMENTAL VALUE FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995




1.   SIGNIFICANT ACCOUNTING POLICIES

     The GMO  Fundamental  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
     Trust was established as a  Massachusetts  Business Trust under the laws of
     the  Commonwealth  of  Massachusetts  on June 24, 1985. The  Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less are
     valued at amortized cost which approximates  market value. Other assets and
     securities for which no quotations are readily available are valued at fair
     value as determined in good faith by the Trustees.

     FUTURES CONTRACTS
     The Fund may purchase futures  contracts on the S&P 500 index.  Stock index
     futures contracts  represent  commitments for future delivery of cash based
     upon the level of a specified  index of equity  securities at a given date.
     The Fund may use  futures  contracts  to manage its  exposure  to the stock
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded. At February 28,
     1995, the Fund had no outstanding futures contracts.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults, the value of the collateral declines or
     if the seller enters insolvency  proceedings,  realization of collateral by
     the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned  securities  having a market value of $5,658,100,  collateralized by
     cash  in the  amount  of  $5,944,700,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary.
     
     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.

<TABLE>
<CAPTION>
           Undistributed Net Investment          Accumulated Net Realized
                      Income                             Gain                     Paid-in Capital
                    <S>                                <C>                             <C>   
                    $28,916                            ($32,741)                       $3,825
</TABLE>

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  Distributions  in  excess  of tax  basis
     earnings and profits will be reported in the Fund's financial statements as
     a  return  of  capital.  Furthermore,  differences  in the  recognition  or
     classification of income between the financial  statements and tax earnings
     and profits  which result in  temporary  over-distributions  for  financial
     statement  purposes  are  classified  as  distributions  in  excess  of net
     investment income or accumulated net realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date.  Interest  income is  recorded  on the
     accrual basis. In determining the net gain or loss on securities  sold, the
     cost of securities is determined on the identified cost basis. Premiums and
     market discounts are amortized and accreted.

     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  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .15% of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund. For the year ended  February 28, 1995,  the Fund received  $45,138 in
     purchase  premiums.  There is no premium for cash  redemptions,  reinvested
     distributions or in-kind transactions.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual  rate of .75% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed .75% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $837. No  remuneration is paid
     to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments  for the year ended  February 28, 1995,  aggregated
     $122,861,745 and $88,380,848, respectively.


4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 95% of the  outstanding  shares of the Fund were held
     by  four  shareholders  each  holding  in  excess  of  10%  of  the  Fund's
     outstanding shares.

5.   SHARE TRANSACTIONS

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

                                                      Year Ended          Year Ended
                                                  February 28, 1995   February 28, 1994
    <S>                                               <C>                 <C>      
Shares sold                                            3,213,626           5,848,898
Shares issued to shareholders in reinvestment
 of distributions                                        706,233             660,543
Shares repurchased                                    (1,169,385)               --
Net increase                                           2,750,474           6,509,441
Fund shares:
 Beginning of period                                  11,831,453           5,322,012
 End of period                                        14,581,927          11,831,453

                                                             * * *
</TABLE>


GMO FUNDAMENTAL VALUE FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)

     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 21.61% of distributions as net capital gain dividends.



GMO INTERNATIONAL CORE FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the Shareholders of GMO International Core Fund
(A Series of GMO Trust)


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 Fund at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 20, 1995


GMO INTERNATIONAL CORE FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28,1995

<TABLE>
<CAPTION>
      SHARES        DESCRIPTION                                                                                       VALUE ($)

                    STOCK AND EQUIVALENTS - 98.4%
                    AUSTRALIA - 5.3%
       <C>          <S>                                                                                     <C>
          602,300   Ampolex Ltd  *                                                                                         1,487,351
          293,400   Ashton Mining Ltd                                                                                        469,327
        3,996,230   Australia and New Zealand Banking Group Ltd                                                           14,022,108
        2,906,400   Boral Ltd                                                                                              7,798,528
          126,600   Caltex Australia Ltd                                                                                     326,631
        2,792,700   Coles Myer Ltd                                                                                         9,366,807
           48,200   Comalco Ltd                                                                                              166,994
          217,332   Commonwealth Bank of Australia                                                                         1,441,857
          349,782   Crusader Ltd                                                                                             335,194
        3,090,488   CSR Ltd                                                                                               10,160,563
          142,300   Energy Resources of Australia Ltd Class A *                                                              144,757
       12,495,902   Fosters Brewing Group Ltd                                                                             10,961,511
          968,451   Goodman Fielder Ltd                                                                                      885,228
           88,461   Hardie (James) Industries Ltd                                                                            143,460
           30,500   Metal Manufactures Ltd                                                                                    59,580
        5,060,776   News Corp Ltd                                                                                         22,532,528
        2,530,388   News Corp Ltd Preferred $.04 *                                                                        10,035,182
          720,200   North Broken Hill Peko Ltd                                                                             1,688,247
          311,499   Pacific Dunlop Ltd                                                                                       686,568
          498,700   Pancontinental Mining Ltd *                                                                              647,005
        1,074,800   Pasminco Ltd  *                                                                                        1,109,204
        5,749,322   Pioneer International Ltd                                                                             13,816,247
        1,768,425   QCT Resources Ltd                                                                                      1,694,673
          196,000   Renison Goldfields Consolidated Ltd                                                                      601,043
        1,846,908   Santos Ltd                                                                                             4,955,672
        1,426,700   Schroders Property                                                                                     2,313,722
           37,310   Smith (Howard) Ltd                                                                                       165,018
           40,000   Sons of Gwalia Ltd                                                                                       140,059
          869,367   Stockland Trust Group                                                                                  1,948,196
          342,300   TNT Ltd *                                                                                                486,990
            2,051   Tyco International                                                                                       106,908
        2,725,400   Western Mining Corp Holdings Ltd                                                                      14,605,638
          209,378   Westfield Trust Units                                                                                    358,076
          703,241   Westpac Banking Corp                                                                                   2,597,154
                                                                                                                         138,258,026
                    AUSTRIA - 2.1%
            2,055   Allgemeine Baugesellschaft AG                                                                            313,375
            2,677   Allgemeine Baugesellschaft AG Preferred 7.00%                                                            220,494
            6,310   Austrian Airlines *                                                                                    1,066,428
           35,000   Bank Austria AG (Participating Certificate)                                                            1,227,236
           36,490   Bau Holding AG Preferred (Non Voting) 2.42%                                                            2,420,736
           27,750   Brau Union AG                                                                                          1,754,676
           62,410   Creditanstalt-Bankverein                                                                               3,909,910
           47,710   Creditanstalt-Bankverein Preferred 1.65%                                                               2,896,292
            5,600   EA-Generali AG                                                                                         1,455,006
            3,300   EA-Generali AG Preferred 6.00%                                                                           524,064
           22,060   EVN Energie-Versorgung Niederoesterreich AG                                                            2,661,215
           11,900   Lenzing AG                                                                                             1,106,144
           19,600   Leykam-Muerztaler Papier und Zellstoff AG *                                                              932,835
            5,300   Miba Holding AG Series B Preferred 1.34%                                                                 226,507
           56,850   OEMV AG *                                                                                              5,516,312
            8,700   Oesterreichische Brau Beteiligungs AG                                                                    496,033
           93,440   Oesterreichische Elektrizitaetswirschafts AG                                                           5,763,143
          127,440   Oesterreichische Laenderbank AG                                                                       10,051,124
           32,700   Oesterreichische Laenderbank AG Preferred (Non Voting)                                                 1,572,193
            6,120   Perlmooser Zementwerke AG                                                                                426,210
           24,930   Radex-Heraklith AG                                                                                       898,357
            8,800   RAS Versicherungs AG                                                                                   1,410,326
           19,950   Steyr-Daimler-Puch AG *                                                                                  292,599
            4,341   Strabag Oesterreich AG                                                                                   602,946
            9,000   Universale Bau AG *                                                                                      528,872
           26,300   Veitsch-Radex AG *                                                                                       697,383
            1,000   Wiener Allianz Versicherungs AG *                                                                        236,026
            6,760   Wienerberger Baustoffindustrie AG                                                                      2,390,017
                                                                                                                          51,596,459
                    BELGIUM - 0.4%
           18,480   Banque Bruxelles Lambert                                                                               2,643,722
              747   Banque Bruxelles Lambert  VVPR*                                                                          103,641
            1,296   Banque Nationale de Belgique                                                                           1,623,897
              170   Bekaert SA                                                                                               110,032
            3,700   Electrabel SA                                                                                            724,586
            1,800   GIB Holdings Ltd                                                                                          73,966
            2,400   Gevaert Photo-Producten NV                                                                               120,687
           23,120   Groupe Bruxelles Lambert SA                                                                            2,808,700
            1,750   Petrofina SA Bruxelles                                                                                   514,646
           23,710   Powerfin SA                                                                                            2,274,395
                                                                                                                          10,998,272
                    CANADA - 2.3%
          106,100   Abitibi-Price Inc                                                                                      1,391,788
           54,500   Air Canada Inc *                                                                                         293,801
          190,600   Alberta Energy Ltd                                                                                     2,602,983
          114,900   Bank of Montreal                                                                                       2,240,189
          140,010   Bank of Nova Scotia                                                                                    2,767,493
           87,790   BCE Inc                                                                                                2,729,141
            9,485   Bramalea Inc *                                                                                             6,340
           51,100   Brascan Ltd Class A (Convertible)                                                                        679,497
           13,400   Brunswick Mining & Smelt Ltd                                                                              96,316
           22,800   CAE Industries Inc                                                                                       120,863
           17,100   Cambridge Shopping Centres Ltd                                                                           144,420
          159,000   Canadian Imperial Bank of Commerce                                                                     3,885,714
           29,600   Canadian Marconi Co                                                                                      292,543
           18,100   Canadian Tire Ltd Class A                                                                                172,381
           23,300   Canfor Corp                                                                                              276,334
           32,500   CCL Industries Class B                                                                                   274,483
          270,800   Cominco Ltd *                                                                                          4,330,854
           82,800   Dominion Textile Inc                                                                                     490,997
          361,900   Domtar Inc *                                                                                           3,088,994
            6,400   Extendicare Inc *                                                                                        101,204
          171,400   Fletcher Challenge Class A                                                                             2,294,573
          171,800   Gulf Canada Resources Ltd *                                                                              632,866
           62,600   Hees International Bancorp Inc                                                                           528,697
            9,400   Hudsons Bay Co                                                                                           183,270
           10,900   Imasco Ltd                                                                                               330,036
          168,800   Imperial Oil Ltd                                                                                       5,747,996
           32,600   John Labatt Ltd                                                                                          489,146
          387,200   MacMillan Bloedel Ltd                                                                                  5,009,596
           13,000   Maple Leaf Foods                                                                                         120,305
           47,100   Mitel Corp                                                                                               236,981
            7,500   Molson Class A                                                                                           104,447
          144,500   National Bank of Canada                                                                                1,012,668
           12,500   Noma Industries Ltd Class A                                                                               46,047
          115,400   Noranda Forest Inc                                                                                       881,312
          102,400   Norcen Energy Resource                                                                                 1,278,850
           53,600   Numac Energy Inc *                                                                                       284,133
           32,200   Pagurian Ltd Class A                                                                                     102,994
           36,700   Power Corp                                                                                               488,014
           35,600   Repap Enterprises Inc *                                                                                  249,488
          143,320   Royal Bank of Canada                                                                                   2,961,689
           23,400   Sceptre Resources Ltd *                                                                                  149,272
           34,800   Sears Canada Inc                                                                                         190,728
            5,500   Spar Aerospace Ltd                                                                                        48,922
          180,400   Teck Corp Class B                                                                                      3,112,022
          147,100   Toronto Dominion Bank                                                                                  2,220,377
           10,600   Total Petroleum North America                                                                            111,429
           48,900   Transcanada Pipelines Ltd                                                                                645,849
           56,300   United Dominion Inds Ltd                                                                               1,067,323
           17,200   Westcoast Energy Inc                                                                                     262,713
                                                                                                                          56,778,078
                    FINLAND - 0.5%
           67,400   Amer Group Series A                                                                                    1,238,886
           36,500   Cultor OY Series 1                                                                                     1,075,073
           25,800   Instrumentarium Class A                                                                                  514,228
           14,200   Instrumentarum OY B *                                                                                    270,446
          162,650   Kansallis-Osake-Pankki *                                                                                 171,096
           30,960   OY Nokia AB Preferred 1.54%                                                                            4,628,050
           91,200   Partek OY  *                                                                                           1,161,330
            8,600   Sampo Insurance Company Ltd                                                                              371,387
           15,900   Stockmann AB Series A                                                                                    841,566
           17,700   Stockmann AB Series B                                                                                    744,767
           83,950   Unitas Bank Ltd Class A *                                                                                265,858
           97,800   Valmet OY  *                                                                                           1,970,941
                                                                                                                          13,253,628
                    FRANCE - 7.6%
            4,214   Accor SA                                                                                                 452,757
            2,816   Agache Financiere                                                                                        662,009
            8,622   Air Liquide                                                                                            1,239,611
          156,184   Alcatel Alsthom Cie Generale d'Electricite SA                                                         12,532,347
          102,920   Axa SA                                                                                                 4,429,139
          553,550   Banque Nationale de Paris                                                                             24,467,190
              750   Bic SA                                                                                                   100,544
            7,175   BIS SA *                                                                                                 514,392
           14,820   Carrefour Supermarche SA                                                                               6,032,232
           18,156   Club Mediterranee SA                                                                                   1,474,492
              975   Colas SA                                                                                                 161,016
          779,885   Compagnie de Suez SA                                                                                  34,395,550
          148,935   Credit Lyonnais                                                                                        9,401,395
           25,356   Credit National                                                                                        1,847,387
            8,875   Dassault Electronique SA *                                                                               655,236
           12,550   Dollfus-Mieg and Cie                                                                                     702,234
            7,155   Elf Gabon                                                                                              1,376,229
           96,812   Elf Sanofi SA                                                                                          5,057,849
           40,216   Eridania Beghin-Say SA                                                                                 5,860,113
            2,180   Essilor International                                                                                    307,072
            3,700   Esso                                                                                                     467,981
            1,358   Europe 1 Communication                                                                                   313,709
              264   Europe 1 Communication (New) *                                                                            58,216
          157,187   Financiere de Paribas SA                                                                               8,945,031
           69,130   FINEXTEL                                                                                               1,128,214
            2,380   INGENICO SA                                                                                               36,992
            3,975   Labinal SA                                                                                               597,756
           73,570   Lafarge Coppee SA                                                                                      4,731,236
            4,263   Lefebvre (Jean) Entreprises                                                                              264,212
           36,020   LVMH Moet Hennessy Louis Vuitton                                                                       5,738,566
            5,200   Metaleurop SA *                                                                                           68,599
          221,950   Michelin SA Class B *                                                                                  8,844,365
           14,832   Moulinex SA *                                                                                            296,813
            2,225   Navigation Mixte SA                                                                                      428,832
            1,700   Nord-Est                                                                                                  43,929
           16,252   Parisienne de Reescompte (CPR-Cie)                                                                     1,038,840
           39,500   Pechiney International SA                                                                                963,134
           42,680   Pechiney International SA Preferred 3.43%                                                              2,860,812
           64,755   Pernod-Ricard                                                                                          3,961,793
          106,059   Peugeot SA *                                                                                          14,424,189
            1,190   Poliet SA                                                                                                 91,094
            1,775   Radiotechnique                                                                                           193,812
              814   Saint Louis                                                                                              221,727
            1,320   Salomon SA                                                                                               461,885
           60,760   Schneider SA                                                                                           4,167,142
            6,542   SIMCO                                                                                                    517,310
              750   Skis Rossignol SA                                                                                        276,860
            2,750   Sligos SA                                                                                                213,182
           57,170   Societe Generale d 'Entreprise SA                                                                      1,921,587
           97,864   Societe Generale Paris                                                                                 9,288,239
           24,600   SOVAC SA                                                                                               1,751,681
            6,175   SPIE Batignolles *                                                                                       221,950
          317,270   Thomson CSF *                                                                                          7,834,664
           10,145   Total SA                                                                                                 559,187
           10,560   UAP Co                                                                                                   240,662
            8,400   Union Immobiliere de France                                                                              672,392
            1,800   Vallourec *                                                                                               91,626
           52,920   Worms et Compagnie SA                                                                                  2,560,148
                                                                                                                         198,167,161
                    GERMANY - 8.1%
           40,040   Bankgesellschaft Berlin AG                                                                             9,175,463
          235,910   Bayer AG                                                                                              57,737,672
           66,700   Bayerische Hypotheken-und Wechselbank AG                                                              17,601,231
           15,602   Bayerische Motorenwerke AG                                                                             8,084,988
           66,880   Bayerische Vereinsbank AG                                                                             19,852,535
           30,950   Berliner Handels- und Frankfurter Bank                                                                 8,019,176
           20,344   Berliner Kraft und Licht AG Class A                                                                    4,005,518
              350   Boss (Hugo) AG Preferred 3.84%                                                                           245,257
              175   Colonia Konzern AG                                                                                       130,405
          100,570   Commerzbank AG                                                                                        23,170,118
            2,820   Daimler-Benz AG                                                                                        1,366,864
            2,000   Deutsche Bank AG                                                                                         981,029
            3,800   Didier-Werke AG *                                                                                        333,823
            1,229   Draegerwerk AG Preferred 2.29%                                                                           229,374
          145,940   Dresdner Bank AG                                                                                      39,808,621
              300   Escada AG                                                                                                 69,937
              800   Escada AG Preferred (Non Voting) 1.43%                                                                   173,372
            1,070   GEA AG Preferred 3.13%                                                                                   338,684
            6,690   IKB Deutsche Industriebank AG                                                                          1,221,145
            1,788   IKB Deutsche Industriebank AG (New)                                                                      314,145
              750   Kaufhof AG Preferred (Non Voting) 5.59%                                                                  190,224
           24,620   Kloeckner Humboldt-Deutz AG *                                                                            993,047
            2,250   Kugelfischer George Schaefer AG *                                                                        350,709
              800   Kugelfischer George Schaefer AG Preferred (Non Voting) *                                                 117,040
              300   Pfaff (GM) AG *                                                                                           31,789
            2,075   Philips Kommunikations Industrie AG                                                                      723,466
            3,188   Porsche AG Preferred *                                                                                 1,357,801
           12,630   Porsche AG Preferred (Non Voting) *                                                                    5,526,030
            4,090   Puma AG Preferred *                                                                                    1,005,199
            1,870   Rheinmetall Berlin AG                                                                                    357,956
            1,620   Rheinmetall Berlin AG Preferred (Non Voting) 5.60%                                                       229,807
            1,500   RWE AG Preferred (Non Voting)                                                                            389,369
           12,670   Siemens AG                                                                                             5,872,678
              720   Varta AG *                                                                                               147,076
            1,100   Villeroy and Boch AG                                                                                     238,387
              975   Volkswagen AG Preferred .79%                                                                             202,299
                                                                                                                         210,592,234
                    HONG KONG - 6.1%
          571,500   Amoy Properties Ltd                                                                                      521,125
          893,000   Applied International Holdings Ltd                                                                       102,796
          178,600   Applied International Holdings Ltd Warrants 12/30/99 *                                                     6,699
        1,609,000   Cathay Pacific Airways Ltd                                                                             2,601,371
        1,544,000   Chinese Estates Holdings Ltd                                                                           1,198,215
          392,775   Cross Harbour Tunnel Co Ltd                                                                              772,189
        2,925,562   Dairy Farm International                                                                               3,519,075
        4,296,000   Denway Investments                                                                                       355,615
        1,533,000   Dickson Concepts International Ltd                                                                       832,775
        7,574,927   Elec and Eltek International Holdings Ltd                                                                881,774
          220,262   Furama Hotel Enterprises Ltd                                                                             270,645
        1,810,000   Goldlion Holdings Ltd                                                                                    402,664
        1,041,000   Great Eagle Holdings Ltd                                                                                 437,593
        2,006,000   Hang Lung Development Co Ltd                                                                           2,970,795
          200,600   Hang Lung Development Co Ltd Warrants 10/31/97 *                                                          35,286
          327,500   Harbour Centre Development Ltd                                                                           368,525
          978,000   Henderson Land Development Co Ltd                                                                      5,451,956
          855,600   Hong Kong and China Gas Co Ltd                                                                         1,493,966
        1,703,700   Hong Kong Ferry Co Ltd                                                                                 1,828,974
          113,580   Hong Kong Ferry Warrants 6/30/96 *                                                                        43,337
        2,087,000   Hong Kong Land Holdings                                                                                3,981,537
           71,300   Hong Kong & China Gas Warrants 12/31/95 *                                                                 11,528
          222,800   Hongkong Aircraft Engineering Co Ltd                                                                     717,548
          805,500   Hongkong and Shanghai Hotels Ltd Preferred 1.95%                                                         922,030
        1,442,400   Hongkong Electric Holdings Ltd                                                                         4,318,898
        7,374,515   Hopewell Holdings Ltd                                                                                  5,627,580
        3,746,000   Hutchison Whampoa Ltd                                                                                 15,891,974
          916,000   Jardine International Motor Holdings Ltd                                                               1,001,125
           74,000   Johnson Electric Holdings Ltd                                                                            147,397
          686,400   Kowloon Motor Bus Co Ltd                                                                               1,234,037
        2,047,000   Kumagai Gumi Hong Kong Ltd                                                                             1,416,472
        1,479,800   Lai Sun Garment International Ltd                                                                      1,579,040
          183,000   Lane Crawford International Ltd Series A                                                                 281,666
          250,000   Lane Crawford International Ltd Series B                                                                  35,569
        1,076,000   Laws International Holdings Ltd                                                                          180,922
        1,014,435   Mandarin Oriental                                                                                      1,200,554
        2,084,000   National Mutual Asia Ltd                                                                               1,361,211
        1,740,168   New World Development Co Ltd                                                                           4,749,084
        1,086,000   Playmate Toys Holding                                                                                    337,114
          615,539   Playmates Properties Holdings                                                                             88,372
          385,748   Realty Development Corp Ltd Class A                                                                      937,989
       12,966,890   Regal International Ltd                                                                                2,498,954
        1,364,000   San Miguel Brewery Ltd                                                                                 1,182,022
        1,144,000   Shun Tak Holdings Ltd                                                                                    680,644
          945,599   Sino Hotels Holdings Ltd *                                                                               244,609
        3,782,398   Sino Land Co Ltd                                                                                       3,033,159
        2,338,000   South China Morning Post Ltd                                                                           1,270,077
        2,895,826   Stelux Holdings International Ltd                                                                        852,099
        2,370,400   Sun Hung Kai Properties Ltd                                                                           15,942,676
        5,100,136   Swire Pacific Ltd Class A                                                                             35,786,378
        1,759,707   Tai Cheung Holdings Ltd                                                                                1,672,877
          536,000   Television Broadcasts Ltd                                                                              2,017,409
        5,698,944   Wharf Holdings Ltd                                                                                    19,607,050
        1,197,000   Wheelock & Co Ltd                                                                                      2,020,416
          412,000   Wing On International Holdings Ltd                                                                       719,395
        1,097,500   Winsor Industrial Corp Ltd                                                                             1,355,639
          802,000   World Trade Centre Group Ltd                                                                              98,545
                                                                                                                         159,098,971
                    ITALY - 4.6%
        3,694,100   Alitalia Linee Aeree Italiane Class A *                                                                2,025,228
          338,800   Alitalia Linee Aeree Italiane Class B (Private Placement) * (b)                                          127,482
           79,640   Assicurazioni Generali SPA                                                                             1,794,169
        2,720,000   Autostrade Concessioni e Costruzioni SPA Class B Preferred 4.98%                                       3,406,116
          547,505   Banca Commerciale Italiana SPA                                                                         1,230,166
          344,000   Banca Commerciale Italiana SPA (Non Convertible)                                                         791,469
        1,196,717   Banca Commerciale Italiana SPA Warrants 11/30/95 *                                                       674,006
       10,687,700   Banca di Roma                                                                                          9,458,211
          227,250   Banca Nazionale dell'Agricoltura di Risp *                                                                91,227
          634,500   Banca Nazionale dell'Agricoltura SPA (Non Convertible)                                                   269,159
          471,050   Banca Nazionale dell'Agricoltura SPA  Preferred *                                                        368,317
           74,000   Banca Popolare di Bergamo Credit                                                                         939,965
          357,400   Banca Toscana                                                                                            828,724
          506,600   Banco Ambrosiano Veneto SPA (Non Convertible)                                                            761,874
        6,037,450   Banco di Napoli (Non Convertible)                                                                      3,852,542
        3,300,000   Bastogi-IRBS SPA *                                                                                       199,701
          500,200   Benetton Group SPA                                                                                     4,795,213
           18,500   Bonifiche-Siele Finanziaria SPA *                                                                        379,090
           20,000   Caffaro SPA di Risp *                                                                                     23,966
          273,750   Caffaro SPA *                                                                                            328,041
          524,000   Cartiere Burgo SPA *                                                                                   3,610,550
          322,000   Cementir Cementerie del Tirreno SPA                                                                      269,716
          472,500   COFIDE SPA  (Non Convertible) *                                                                          215,159
          594,843   COFIDE SPA *                                                                                             326,826
          434,500   Cogefar Impresit Costruzioni Generali SPA *                                                              396,492
          480,000   Comau Finanziaria SPA                                                                                    760,696
          222,500   Compagnia Italiana Grandi Alberghi (Non Convertible) *                                                   126,648
           76,967   Credito Fondiario                                                                                        262,859
        2,138,310   Credito Italiano (Non Convertible)                                                                     2,306,149
           35,000   Danieli and Co SPA                                                                                       250,495
          159,000   Danieli and Co SPA (Non Convertible)                                                                     548,737
        1,107,000   Edison SPA                                                                                             4,775,561
           79,000   Editoriale l'Espresso SPA                                                                                144,368
           37,750   Ericsson SPA                                                                                             508,913
          183,000   Falck Acciaierie and Ferriere Lombarde *                                                                 371,702
        2,466,000   Fiat SPA  *                                                                                            9,478,377
        2,283,500   Fiat SPA (Non Convertible)                                                                             5,500,109
        1,899,000   Fiat SPA Preferred *                                                                                   4,767,418
          644,550   FIDIS SPA                                                                                              1,454,005
           27,000   Filippo SPA *                                                                                             36,642
          188,000   Finmeccanica SPA (Non Convertible) *                                                                     146,435
        1,313,000   Finmeccanica SPA *                                                                                     1,170,609
          450,000   Gemina SPA (Non Convertible)                                                                             297,933
          844,940   Gilardini SPA *                                                                                        2,095,900
          593,000   Grassetto SPA *                                                                                          515,189
        4,513,350   Industriali Riunite SPA *                                                                              4,367,328
        1,840,500   Industriali Riunite (Cie) SPA (Non Convertible) *                                                      1,074,086
          734,710   Istituto Bancario San Paolo                                                                            4,076,347
          363,250   Italcementi Fabbriche Riunite Cemento SPA                                                              2,367,984
          274,150   Italcementi Fabbriche Riunite Cemento SPA (Non Convertible)                                              865,652
           17,000   Magona d'Italia SPA                                                                                       39,724
           90,500   Marzotto and Figli SPA                                                                                   572,065
        7,564,220   Montedison SPA *                                                                                       5,533,808
        1,760,000   Montedison SPA (Non Convertible) *                                                                     1,067,179
          475,000   Montefibre SPA *                                                                                         391,328
          410,000   Montefibre SPA (Non Convertible) *                                                                       249,341
        1,555,200   Olivetti and Co SPA *                                                                                  1,728,520
          671,500   Olivetti and Co SPA (Non Convertible) *                                                                  523,038
          274,500   Olivetti and Co SPA Preferred *                                                                          380,748
        2,543,000   Parmalat Finanziaria SPA                                                                               2,247,412
        1,133,700   Pirelli and Co                                                                                         2,567,640
          241,000   Pirelli and Co (Non Convertible)                                                                         310,456
          368,000   Pirelli SPA (Non Convertible)                                                                            405,043
          302,000   Ratti SPA                                                                                                602,553
           20,100   Recordati Industria Chimica e Farmaceutica SPA                                                            98,212
           60,500   Recordati Industria Chimica e Farmaceutica SPA (Non Convertible)                                         170,372
          358,000   Rinascente per l'Esercizio di Grandi Magazzini SPA                                                     1,782,495
          317,600   Rinascente per l'Esercizio di Grandi Magazzini SPA (Non Convertible)                                     851,565
          391,100   Rinascente per l'Esercizio di Grandi Magazzini SPA Preferred 5.59%                                       972,479
          272,000   SAFFA SPA *                                                                                              785,525
           34,000   SAFILO SPA *                                                                                             208,808
          390,533   Saipem SPA *                                                                                             685,598
          273,000   Sasib SPA                                                                                              1,267,677
           96,000   Sasib SPA (Non Convertible)                                                                              258,550
          498,000   Sirti SPA                                                                                              3,341,886
        3,185,270   Snia BPD SPA *                                                                                         3,721,561
          120,000   Snia BPD SPA (Convertible)                                                                               143,367
          298,000   Snia BPD SPA (Non Convertible)                                                                           203,547
        1,065,900   Societa Metallurgica SPA *                                                                               542,850
          176,000   SORIN Biomedica SPA *                                                                                    474,009
          105,000   Stefanel SPA                                                                                             212,328
          238,370   STET SPA                                                                                                 661,981
           14,000   Teleco Cavi SPA                                                                                           60,773
          252,000   Telecom Italia SPA di Risp (Non Convertible)                                                             488,449
           25,200   Tosi (Franco) SPA                                                                                        269,515
          116,900   Unione Cementi Marchino Emiliane e di Augusta-Casale                                                     791,475
          148,100   Unione Cementi Marchino Emiliane e di Augusta-Casale
                       (Non Convertible)                                                                                     465,863
                                                                                                                         120,511,291
                    JAPAN - 20.9%
           60,000   Ajinomoto Co Inc                                                                                         695,616
           99,000   Alps Electric Co Ltd *                                                                                 1,178,510
          360,000   Amada Co Ltd                                                                                           3,577,455
        1,483,000   Aoki Corp                                                                                              8,136,121
           45,700   Arabian Oil Co Ltd                                                                                     1,925,356
          236,000   Asahi Breweries Ltd                                                                                    2,442,938
           50,000   Asics Corp                                                                                               168,211
           19,000   Bank of Kyoto Ltd                                                                                        133,740
          170,000   Bank of Yokohama Ltd                                                                                   1,295,171
          193,000   Banyu Pharmaceutical Co Ltd                                                                            1,993,831
           58,000   Brother Industries Ltd                                                                                   321,805
           49,000   Canon Sales Co Inc                                                                                     1,110,812
          113,000   Chiba Bank Ltd                                                                                           860,908
           32,300   Chubu Electric Power Co Inc                                                                              785,725
           13,000   Chudenko Corp                                                                                            501,941
           68,000   Chugai Pharmaceutical Co Ltd                                                                             682,780
           30,000   Chugoku Bank Ltd                                                                                         487,552
           16,000   Chugoku Electric Power Co Inc                                                                            357,745
          544,000   Cosmo Oil Co Ltd                                                                                       3,575,798
          221,000   CSK Corp                                                                                               6,039,439
          467,000   Dai Nippon Printing Co Ltd                                                                             6,912,789
           39,000   Dai Tokyo Fire and Marine Insurance Co Ltd                                                               249,490
          815,000   Daicel Chemical Industries Ltd                                                                         3,847,006
           77,000   Daiichi Seiyaku Co Ltd                                                                                 1,171,678
           81,000   Daikin Industries Ltd                                                                                    605,372
          118,000   Daikyo Inc                                                                                               853,807
          185,000   Dainippon Ink & Chemicals Inc                                                                            808,136
           46,000   Dainippon Pharmaceutical Co Ltd                                                                          480,927
           38,000   Dainippon Screen Manufacturing Co Ltd *                                                                  250,173
           33,000   Daito Trust Construction Co Ltd                                                                          283,526
          213,000   Daiwa Bank Ltd                                                                                         1,777,113
           95,000   Daiwa Kosho Lease Co Ltd                                                                                 856,529
           14,000   Denny's Japan Co Ltd                                                                                     428,963
            1,779   East Japan Railway Co                                                                                  7,844,873
           72,000   Eisai Co Ltd                                                                                           1,095,595
           14,000   Ezaki Glico Co Ltd                                                                                       124,631
          134,000   Fuji Heavy Industries Ltd *                                                                              486,869
          265,000   Fuji Photo Film Co Ltd                                                                                 5,678,278
          761,000   Fujisawa Pharmaceutical Co Ltd                                                                         8,665,183
          262,000   Fujita Corp                                                                                            1,404,855
           57,000   Fujita Kanko Inc                                                                                       1,115,160
        1,281,000   Fujitsu Ltd                                                                                           11,695,482
           13,000   Fujiya Co Ltd                                                                                             65,266
            2,000   Fukuoka City Bank Ltd                                                                                     14,720
          174,000   Fukuyama Transporting Co Ltd                                                                           1,610,227
          154,000   Furukawa Electric Co Ltd                                                                                 857,637
          256,000   Gakken Co Ltd *                                                                                        1,854,976
          203,000   General Sekiyu (KK)                                                                                    1,924,828
           57,000   Green Cross Corp                                                                                         476,746
          525,000   Hankyu Corp                                                                                            2,825,941
           42,000   Hankyu Department Stores Inc                                                                             431,282
          198,000   Hanwa Co Ltd *                                                                                           643,569
          745,000   Haseko Corp                                                                                            3,971,585
          262,000   Hazama-Gumi Ltd                                                                                        1,274,675
           72,000   Heiwa Real Estate Co Ltd                                                                                 521,712
           48,000   Higo Bank Ltd                                                                                            378,614
           91,000   Hiroshima Bank Ltd                                                                                       518,089
          262,000   Hitachi Cable Ltd                                                                                      1,789,969
        1,620,000   Hitachi Ltd                                                                                           14,170,074
           38,000   Hitachi Maxell Ltd                                                                                       593,965
           99,000   Hitachi Sales Corp                                                                                       584,131
           95,000   Hokkaido Bank Ltd                                                                                        351,069
           24,000   Hokkaido Takushoku Bank Ltd                                                                               82,729
           65,000   Hokuriku Bank Ltd                                                                                        432,638
          100,000   Honda Motor Co Ltd                                                                                     1,511,309
           11,000   House Foods Corp                                                                                         203,820
          104,000   Hoya Corp                                                                                              2,239,222
            5,000   Hyogo Bank Ltd *                                                                                          13,716
          249,000   INAX Corp                                                                                              2,518,224
          100,000   Intec Inc                                                                                              1,283,577
          333,000   Itochu Corp                                                                                            1,961,358
           28,000   Itoham Foods Inc                                                                                         191,294
            3,000   Izumiya Co Ltd                                                                                            46,581
           47,000   Japan Airport Terminal Co Ltd                                                                            510,843
          942,000   Japan Energy Co Ltd                                                                                    3,373,863
          606,000   Japan Synthetic Rubber Co Ltd                                                                          3,418,767
              805   Japan Tobacco Inc  *                                                                                   6,699,653
          150,000   Joshin Denki Co Ltd                                                                                    1,707,986
          196,000   Kajima Corp                                                                                            1,742,808
           25,000   Kaken Pharmaceutical Co Ltd                                                                              282,077
          108,000   Kamigumi Co Ltd                                                                                          894,364
          299,000   Kankaku Securities Co Ltd                                                                              1,210,175
           11,000   Kansai Paint Co Ltd                                                                                       58,185
           55,000   Kao Corp                                                                                                 597,795
          304,000   Keihin Electric Express Railway Co Ltd                                                                 1,759,081
          395,000   Keio Teito Electric Railway Co Ltd                                                                     2,171,161
          166,000   Keisei Electric Railway Co Ltd                                                                         1,207,991
          962,000   Kinki Nippon Railway Co Ltd                                                                            7,707,551
          341,000   Kirin Brewery Co Ltd                                                                                   3,529,838
           13,000   Kissei Pharmaceutical Co Ltd                                                                             504,632
          185,000   Kokusai Kogyo Co Ltd                                                                                   1,821,179
           55,000   Kokuyo Co Ltd                                                                                          1,326,536
          235,000   Komatsu Ltd                                                                                            1,724,704
           14,000   Konami Co Ltd                                                                                            257,958
           82,000   Konica Corp                                                                                              560,219
          240,000   Koyo Seiko Co Ltd                                                                                      2,062,005
        2,126,000   Kumagai Gumi Co Ltd                                                                                   10,541,421
          583,000   Kurabo Industries Ltd                                                                                  2,172,558
          756,000   Kureha Chemical Industry Co Ltd                                                                        3,545,034
           37,000   Kyodo Printing Co Ltd                                                                                    363,853
          126,000   Kyowa Hakko Kogyo Co Ltd                                                                               1,218,198
          142,000   Lion Corp                                                                                                843,724
          192,000   Maeda Corp                                                                                             2,047,099
          244,000   Makino Milling Machine Co Ltd *                                                                        1,818,539
          606,000   Marubeni Corp                                                                                          2,766,379
          240,000   Marudai Food Co Ltd                                                                                    1,619,792
          526,000   Marui Co Ltd                                                                                           7,513,897
          737,000   Matsushita Electric Industrial Co Ltd                                                                 10,680,607
          556,000   Matsushita Electric Works Ltd                                                                          5,611,511
          252,000   Mazda Motor Corp *                                                                                     1,171,244
           27,000   Meiji Milk Products Co Ltd                                                                               182,506
           81,000   Meiji Seika Kaisha Ltd                                                                                   482,118
           79,000   Mercian Corp                                                                                             539,724
          637,000   Minebea Co Ltd                                                                                         3,890,378
          836,000   Mitsubishi Electric Corp                                                                               5,434,584
          845,000   Mitsubishi Estate Co Ltd                                                                               8,528,285
          647,000   Mitsubishi Gas Chemical Co Inc                                                                         2,645,463
        2,520,000   Mitsubishi Materials Corp                                                                             11,868,951
          386,000   Mitsubishi Oil Co Ltd                                                                                  3,352,352
          144,000   Mitsubishi Rayon Co Ltd                                                                                  487,428
          448,000   Mitsubishi Trust & Banking Corp                                                                        6,353,294
           70,000   Mitsubishi Warehouse & Transportation Co Ltd                                                             999,948
          527,000   Mitsui Fudosan Co Ltd                                                                                  5,395,197
          128,000   Mitsui Mining Co Ltd  *                                                                                  582,993
          698,000   Mitsui Petrochemical Industries Ltd                                                                    4,913,203
          395,000   Mitsui Trust & Banking Co Ltd                                                                          3,553,180
           57,000   Mitsui-Soko Co Ltd                                                                                       395,321
           33,000   Mochida Pharmaceutical Co Ltd                                                                            666,115
           26,000   Mori Seiki Co Ltd                                                                                        460,225
          487,000   Nagoya Railroad Co Ltd                                                                                 2,334,051
           21,000   Namco Ltd                                                                                                456,498
          282,000   Nankai Electric Railway Co Ltd                                                                         2,055,049
          797,000   NEC Corp                                                                                               7,565,333
          270,000   New Japan Securities Co Ltd                                                                            1,537,188
          428,000   Nichiei Co Ltd                                                                                         2,144,320
           63,000   Nichii Co Ltd                                                                                            684,747
           29,000   Nichirei Corp                                                                                            178,614
           57,000   Nihon Cement Co Ltd                                                                                      396,501
           16,000   Nippon Beet Sugar Manufacturing Co Ltd                                                                    66,912
           29,000   Nippon Chemi-Con Corp *                                                                                  159,402
           18,000   Nippon Credit Bank Ltd                                                                                    92,604
           44,000   Nippon Denko Co Ltd                                                                                      157,135
          657,000   Nippon Express Co Ltd                                                                                  5,848,766
           19,000   Nippon Flour Mills Co Ltd                                                                                 94,602
           54,000   Nippon Kayaku Co Ltd                                                                                     340,976
           21,000   Nippon Meat Packers Inc                                                                                  273,899
        4,032,000   Nippon Oil Co Ltd                                                                                     24,207,443
        1,057,000   Nippon Sheet Glass Co Ltd                                                                              5,416,024
          223,000   Nippon Suisan Kaisha Ltd *                                                                             1,038,766
           38,000   Nippon Yakin Kogyo Co Ltd                                                                                188,810
        1,318,000   Nissan Motor Co Ltd                                                                                    9,018,146
           22,000   Nisshin Flour Milling Co Ltd                                                                             234,563
          443,000   Nisshinbo Industries Inc                                                                               4,195,901
          183,000   Nissho Iwai Corp                                                                                         831,603
           12,000   Nissin Food Products Co Ltd                                                                              265,825
           58,000   Nitto Boseki Co Ltd *                                                                                    157,300
          383,000   Nitto Denko Corp                                                                                       5,431,499
          606,000   NSK Ltd                                                                                                3,732,416
          435,000   Odakyu Electric Railway Co Ltd                                                                         3,179,028
          142,000   Okamoto Industries Inc                                                                                   898,111
           61,000   Olympus Optical Co Ltd                                                                                   574,608
           35,000   Ono Pharmaceutical Co Ltd                                                                              1,648,465
          100,000   Onoda Cement Co Ltd                                                                                      576,575
           33,000   Onward Kashiyama Co Ltd                                                                                  420,165
          845,000   Renown Inc *                                                                                           3,315,098
          152,000   Ricoh Co Ltd                                                                                           1,294,923
          146,000   Royal Co Ltd                                                                                           1,889,136
           39,000   Ryobi Ltd                                                                                                190,549
          252,000   Sagami Railway Co Ltd                                                                                  1,171,244
           56,000   Sanden Corp                                                                                              314,187
           44,000   Sankyo Aluminium Industry Co Ltd                                                                         239,118
          114,000   Sankyo Co Ltd                                                                                          2,678,743
           18,000   Sanrio Co Ltd                                                                                            210,548
           41,000   Sanwa Shutter Corp                                                                                       368,811
          456,000   Sanyo Electric Co Ltd                                                                                  2,374,287
          107,000   Sapporo Breweries Ltd                                                                                    976,906
           48,000   SECOM Co Ltd                                                                                           2,543,968
           72,000   Seibu Railway Co Ltd                                                                                   2,630,920
          307,000   Seino Transportation Co Ltd                                                                            4,830,392
          303,000   Sekisui Chemical Co Ltd                                                                                3,011,024
          547,000   Sekisui House Ltd                                                                                      6,171,834
          717,000   Settsu Corp *                                                                                          2,597,692
           52,000   Shimadzu Corp                                                                                            324,579
          205,000   Shionogi and Co Ltd                                                                                    1,735,831
          208,000   Shiseido Co Ltd                                                                                        2,260,753
           38,000   Shochiku Co Ltd                                                                                          397,288
           34,000   Shokusan Jutaku Sogo Co Ltd *                                                                            158,377
          282,000   Showa Shell Sekiyu                                                                                     3,152,632
          142,000   Skylark Co Ltd                                                                                         2,087,263
           30,000   Snow Brand Milk Products Co Ltd                                                                          204,027
          104,000   Sony Corp                                                                                              4,521,505
           43,000   Stanley Electric Co Ltd                                                                                  284,871
           71,000   Sumitomo Coal Mining Co Ltd  *                                                                           404,958
        1,059,000   Sumitomo Corp                                                                                          9,098,597
           31,000   Sumitomo Forestry Co Ltd                                                                                 433,207
          736,000   Sumitomo Metal Industries Ltd *                                                                        2,110,367
          184,000   Sumitomo Osaka Cement Co Ltd                                                                             902,810
          265,000   Sumitomo Realty & Development Co Ltd                                                                   1,442,886
           22,000   Sumitomo Sitix Corp                                                                                      280,110
          370,000   Sumitomo Trust & Banking Co Ltd                                                                        4,289,633
           58,000   Sumitomo Warehouse Co Ltd                                                                                341,018
           19,000   SXL Corp Ltd                                                                                             182,910
          238,000   Taisei Corp                                                                                            1,532,384
           96,000   Taisho Pharmaceutical Co Ltd                                                                           1,629,729
           25,000   Taiyo Yuden Co Ltd                                                                                       243,259
           67,000   Takara Shuzo Co Ltd                                                                                      506,288
          247,000   Takeda Chemical Industries Ltd                                                                         2,863,620
          447,000   Tanabe Seiyaku Co Ltd                                                                                  3,424,046
        2,170,000   Teijin Ltd                                                                                            10,175,560
          229,000   Teikoku Oil Co Ltd                                                                                     1,481,549
           96,000   Terumo Corp                                                                                              775,115
           33,000   The Japan Steel Works Ltd                                                                                 94,281
          557,000   Toa Nenryo Kogyo (K K)                                                                                 8,302,676
          525,000   Tobu Railway Co Ltd                                                                                    3,141,142
           69,000   Toei Co Ltd                                                                                              461,405
            7,500   Toho Co Ltd                                                                                            1,180,063
           87,000   Tokyo Broadcasting System Inc                                                                          1,179,753
           78,000   Tokyo Dome Corp                                                                                        1,396,822
          270,000   Tokyo Electric Co Ltd *                                                                                1,123,544
          145,000   Tokyo Tatemono Co Ltd                                                                                    813,519
          135,000   Tokyotokeiba Co Ltd                                                                                      628,849
          546,000   Tokyu Construction Co Ltd                                                                              2,808,985
          672,000   Tokyu Corp                                                                                             4,278,039
          161,000   Tokyu Department Store Co Ltd                                                                            946,618
          297,000   Tokyu Land Corp                                                                                        1,340,428
          388,000   Toppan Printing Co Ltd                                                                                 4,658,972
          111,000   Toshiba Tungaloy Co Ltd *                                                                                460,753
           39,000   Tostem Corp                                                                                            1,142,487
           58,000   Toto Ltd  *                                                                                              912,582
           40,000   Toyo Engineering Corp                                                                                    233,942
            9,000   Toyo Exterior Co Ltd                                                                                     206,822
          228,000   Toyo Ink Manufacturing Co Ltd                                                                          1,300,430
          103,000   Toyo Trust & Banking Co Ltd                                                                              890,275
          147,000   Toyota Motor Corp                                                                                      2,647,689
           35,000   Tsumura and Co                                                                                           394,907
           17,000   Uni-Charm Corp                                                                                           329,072
          132,000   Victor Co of Japan Ltd *                                                                               1,462,036
          222,000   Wacoal Corp                                                                                            2,252,057
          126,000   Yakult Honsha Co Ltd                                                                                   1,786,864
          100,000   Yamaguchi Bank Ltd                                                                                     1,656,229
           44,000   Yamaha Corp                                                                                              487,345
        1,136,000   Yamaichi Securities Co Ltd                                                                             7,490,627
           91,000   Yamanouchi Pharmaceutical Co Ltd                                                                       1,780,343
          203,000   Yamato Transport Co Ltd                                                                                2,101,341
           20,000   Yamazaki Baking Co Ltd                                                                                   360,230
          238,000   Yasuda Trust and Banking Co Ltd                                                                        1,741,794
           68,000   Yokogawa Bridge Corp                                                                                     879,872
          103,000   Yokogawa Electric Corp                                                                                   941,452
           40,000   Yoshitomi Pharmaceutical Industries Ltd                                                                  335,800
                                                                                                                         540,632,366
                    MALAYSIA - 0.2%
           68,000   DMIB Berhad                                                                                               74,053
        4,513,000   Faber Group Berhad *                                                                                   4,313,670
          194,000   Golden Hope Plantations Berhad                                                                           345,024
          204,000   Highlands and Lowlands Berhad                                                                            359,612
          319,000   Idris Hydraulic Berhad *                                                                                 537,342
           65,000   Malaysia Mining Corp Berhad                                                                              103,379
           44,000   Perlis Plantations                                                                                       145,647
                                                                                                                           5,878,727
                    NEW ZEALAND - 1.0%
          814,641   Air New Zealand Ltd Class B                                                                            2,631,774
        2,267,066   Carter Holt Harvey Ltd                                                                                 4,997,533
           27,250   Ceramco Corp Ltd                                                                                          43,154
          676,200   DB Group Ltd *                                                                                           406,922
        1,433,746   Fay Richwhite and Company Ltd                                                                            690,237
          178,406   Fisher and Paykel Industries Ltd                                                                         457,696
        5,238,400   Fletcher Challenge Ltd                                                                                13,040,776
        2,130,900   Lion Nathan Ltd                                                                                        4,049,455
       30,306,360   Tasman Properties Ltd *                                                                                  479,939
           54,000   Wilson and Horton Ltd                                                                                    307,857
        1,719,000   Wilson (Neill) Ltd *                                                                                      10,889
                                                                                                                          27,116,232
                    NORWAY - 2.9%
           84,800   Aker AS Class A                                                                                        1,120,030
           56,600   Aker AS Class B (Non Voting)                                                                             721,337
          269,090   Bergesen d y AS Class A                                                                                5,944,306
          118,170   Bergesen d y AS Class B                                                                                2,610,423
           77,450   Det Norske Luftfartsselskab AS Class B *                                                               2,823,586
          112,700   Dyno Industrier AS                                                                                     3,133,747
          183,150   Elkem AS *                                                                                             2,291,709
          194,670   Hafslund Nycomed AS                                                                                    3,909,398
          252,110   Hafslund Nycomed AS Class B                                                                            5,062,919
           94,140   Kvaerner Industrier AS                                                                                 4,275,521
          195,020   Leif Hoegh and Co AS                                                                                   2,711,373
          745,790   Norsk Hydro AS                                                                                        28,226,056
           39,000   Norske Skogindustrier AS Series A                                                                      1,295,301
          121,340   Orkla-Borregaard AS Series A                                                                           4,479,912
           41,450   Orkla-Borregaard AS Series B (Non Voting)                                                              1,434,300
          181,910   Unitor AS                                                                                              2,767,964
          190,800   Vard AS Class A *                                                                                        226,953
           63,100   Vital Forsikring AS                                                                                      633,593
                                                                                                                          73,668,428
                    SINGAPORE - 5.3%
        2,579,000   Chuan Hup Holdings Ltd                                                                                 2,313,244
        3,941,000   Faber Group Berhad  *                                                                                  3,834,001
           51,000   Far East Levingston Shipbuilding Ltd                                                                     216,407
          790,500   First Capital Corp Ltd                                                                                 2,148,943
            8,711   First Capital Corp Ltd Warrants 5/18/97 *                                                                 13,824
        1,290,400   Fraser and Neave Ltd                                                                                  13,622,051
           38,000   Golden Hope Plantations Berhad                                                                            66,333
           67,000   Goodman Fielder Asia Holdings Ltd                                                                        117,880
        1,634,000   Hai Sun Hup Group Ltd                                                                                  1,567,089
        1,452,200   Haw Par Brothers International Ltd                                                                     3,005,899
          848,000   Highlands and Lowlands Berhad                                                                          1,480,277
        2,551,000   Hotel Properties Ltd                                                                                   4,453,051
          425,000   Inchcape Berhad                                                                                        1,389,933
        1,816,627   Jardine Matheson Holdings Ltd  *                                                                      16,712,968
        2,564,594   Jardine Strategic Holdings Ltd  *                                                                      9,540,290
          657,000   Jurong Shipyard Ltd                                                                                    5,485,011
          824,000   Kuala Lumpur Kepong Berhad                                                                             2,262,752
        1,488,000   Lum Chang Holdings Ltd                                                                                 1,355,201
          524,000   Malaysia Mining Corp Berhad                                                                              838,776
          150,000   Marco Polo Developments Ltd                                                                              184,221
          371,000   Metro Holdings Ltd                                                                                     1,369,476
        4,464,000   Neptune Orient Lines Ltd                                                                               5,759,603
          278,000   Prima Ltd                                                                                              1,064,546
          402,000   Robinson and Co Ltd                                                                                    1,622,589
          235,000   Shangri-La Hotel Ltd                                                                                     883,672
        3,582,200   Singapore Airlines Ltd                                                                                35,838,065
          350,000   Singapore Land Ltd                                                                                     1,980,198
        2,444,000   Straits Trading Co Ltd                                                                                 5,598,427
          404,000   Times Publishing Ltd                                                                                   1,075,958
        9,505,000   United Industrial Corp Ltd                                                                             7,935,316
        1,528,000   United Overseas Land Ltd                                                                               2,846,517
          513,000   Wearne Brothers Ltd                                                                                    1,160,962
                                                                                                                         137,743,480
                    SPAIN - 4.9%
          398,150   Argentaria Corporacion Bancaria de Espana SA                                                          12,868,936
           91,700   Asland SA                                                                                              1,229,289
           47,893   Asturiana del Zinc SA *                                                                                  471,697
          154,300   Autopistas Concesionaria Espanola SA                                                                   1,278,475
          227,950   Autopistas del Mare Nostrum SA                                                                         2,280,710
           20,100   Azucarera de Espana SA                                                                                   519,264
          730,400   Banco Bilbao Vizcaya SA                                                                               19,468,638
          336,740   Banco Central Hispanoamericano SA                                                                      7,830,727
           38,500   Banco Exterior de Espana Namen                                                                         1,169,155
           33,600   Banco Zaragozano SA                                                                                      492,449
           39,305   Bankinter SA                                                                                           3,219,805
           21,025   Cristaleria Espanola SA *                                                                              1,055,095
            5,290   Cubiertas y MZOV SA                                                                                      297,720
          483,820   Dragados y Construcciones SA                                                                           6,050,959
          126,550   Ebro Agricolas Compania de Alimentacion SA                                                             1,350,253
           84,600   Empresa Nacional de Celulosa SA *                                                                      2,278,138
           98,410   Empresa Nacional de Electricidad SA                                                                    4,284,645
          515,200   Ercros SA *                                                                                              587,962
           14,900   Europistas Concesionaria Espanola SA                                                                     121,127
           20,049   Fabricacion de Automoviles Renault de Espana SA                                                          584,550
        2,608,023   FENOSA SA                                                                                              9,989,136
            1,050   Fomento Construcciones y Contratas SA                                                                     86,179
        1,950,320   Fuerzas Electricas de Cataluna SA                                                                      9,680,550
           61,186   Grupo Duro Felguera SA *                                                                                 243,439
           28,400   Hornos Ibericos Alba SA *                                                                                345,199
          182,150   Huarte SA                                                                                              1,637,372
        1,615,680   Iberdrola SA                                                                                          10,103,358
            1,550   Koipe SA                                                                                                  82,387
           20,700   Prosegur Cia SA                                                                                          387,522
          314,120   Repsol SA                                                                                              8,912,974
          117,600   Sarrio SA *                                                                                              519,369
        2,115,577   Sevillana de Electricidad                                                                              9,095,194
           17,400   Tabacalera SA Series A                                                                                   510,036
           91,700   Tableros Defibras Series B *                                                                             878,063
           91,700   Tableros Fibras Rights 4/12/95 *                                                                          53,759
            8,400   Telefonica de Espana  ADR                                                                                315,000
           44,780   Telefonica de Espana SA                                                                                  558,297
          274,870   Uralita SA *                                                                                           2,717,930
          120,816   Vallehermoso SA                                                                                        1,770,705
                                                                                                                         125,326,063
                    SWEDEN - 0.8%
           79,590   AGA AB Series A                                                                                          850,937
           15,000   AGA AB Series B                                                                                          160,373
           90,100   Bilspedition AB Series B *                                                                               353,416
            7,000   Celsius Industrier AB Class B                                                                            154,925
           67,920   Electrolux AB Series B                                                                                 3,418,075
           11,900   Esselte AB Series A                                                                                      155,592
           23,000   Esselte AB Series B                                                                                      303,857
          120,800   Fastighets AB (Hufvudstaden) Series A                                                                    707,465
           35,600   Hennes and Mauritz AB Series B                                                                         2,094,610
           96,920   Marieberg Tidnings AB Series A                                                                         2,310,047
           12,400   Mo Och Domsjoe AB Series B *                                                                             617,275
           21,300   Pharmacia AB Class A                                                                                     391,636
            8,000   Pharmacia AB Class B                                                                                     146,549
           27,875   Sandvik AB Class B                                                                                       474,563
           22,000   Skandia Group Foersaekrings AB                                                                           388,027
          508,460   Skandinaviska Enskilda Banken Series A *                                                               2,776,966
           24,200   Skandinaviska Enskilda Banken Series C *                                                                 124,918
          121,140   Skanska AB Series B                                                                                    2,689,333
           46,720   SKF AB Class B *                                                                                         862,207
            3,200   Stora Kopparbergs Bergslags AB Series B                                                                  206,149
          169,100   Svenska Handelsbanken Series A                                                                         2,141,884
           19,800   Svenska Handelsbanken Series B                                                                           238,659
           28,800   Trelleborg Class B AB *                                                                                  398,133
                                                                                                                          21,965,596
                    SWITZERLAND - 5.1%
            2,900   Adia SA *                                                                                                537,882
              350   Baer Holdings AG                                                                                         340,107
            3,570   Baloise Holdings                                                                                       6,621,507
            1,160   Banque Cantonale Vaudoise                                                                                598,686
            1,390   Bobst SA (Bearer)                                                                                      1,877,545
            1,530   Bobst SA (Registered)                                                                                    987,057
              150   CIBA-GEIGY AG (Bearer)                                                                                    94,835
           27,605   CS Holdings (Bearer)                                                                                  11,419,995
           82,126   CS Holdings (Registered)                                                                               6,788,367
              900   Danzas Holding AG                                                                                        816,499
              190   Elektrowatt AG                                                                                            49,490
              930   Elvia Schweiz Versicherungs                                                                            2,868,634
              160   Forbo Holding AG (Bearer)                                                                                285,150
              524   Forbo Holdings Warrants 11/1/95 *                                                                            845
              675   Helvetia Schweizerische Versicherungsgesellschaft                                                        318,435
            4,800   Hilti AG, Schaan (Participating Certificate)                                                           3,522,439
            3,820   Holderbank Financiere Glarus AG (Bearer)                                                               2,821,757
           17,180   Holderbank Financiere Glarus AG (Registered)                                                           2,618,459
            6,770   Interdiscount Holding SA Warrants 11/15/96 *                                                               7,643
              600   Interdiscount Holding SA (Bearer)                                                                        747,551
              770   Interdiscount Holding SA (Participating Certificate)                                                      88,174
            1,695   Intershop Holding AG                                                                                     714,878
              775   Magazine zum Globus (Registered)                                                                         474,981
            6,710   Merkur Holding AG                                                                                      1,791,065
            2,410   Pargesa Holding SA                                                                                     2,545,946
               15   Reisebuero Kuoni AG (Bearer)                                                                             459,659
              160   Reisebuero Kuoni AG (Participating Certificate)                                                          251,603
            1,110   Sandoz AG *                                                                                              640,910
              650   Saurer Group Holdings                                                                                    204,951
              110   Schindler Holding AG (Bearer)                                                                            722,955
            1,565   Schindler Holding AG (Participating Certificate)                                                       1,943,551
            1,500   Schindler Holding AG (Registered)                                                                      1,838,636
            1,863   Sika Finanz AG                                                                                           533,337
            3,200   Sika Finanz AG (Registered)                                                                              159,994
            4,190   SMH AG (Bearer)                                                                                        2,240,208
           17,550   SMH AG (Registered)                                                                                    2,087,517
              700   Societe Generale de Surveillance Holdings Ltd (Registered)                                               191,363
            2,220   Sulzer Gebrueder AG                                                                                    1,405,347
              358   Swiss Bank Corp Warrants 6/30/98 (Registered) *                                                            1,732
              664   Swiss Bank Corp Warrants 6/30/98 *                                                                         5,890
           28,414   Swiss Bank Corp (Bearer)                                                                               8,134,325
           30,868   Swiss Bank Corp (Registered)                                                                           4,405,980
           23,938   Union Bank of Switzerland (Bearer)                                                                    20,018,311
            2,800   Union Bank of Switzerland (Registered)                                                                   557,719
           20,600   Winterthur Schweizerische Versicherungs-Gesellschaft (Registered)                                     10,017,177
            6,850   Winterthur Schweizerische Versicherungs-Gesellschaft                                                   3,441,434
           11,710   Zurich Versicherungs-Gesellschaft (Bearer)                                                            11,161,824
           14,440   Zurich Versicherungs-Gesellschaft (Registered)                                                        13,880,473
                                                                                                                         133,242,823
                    UNITED KINGDOM - 20.3%
            4,380   Allied Domecq Plc                                                                                         34,829
          562,312   AMEC Plc                                                                                                 560,594
           63,280   Amersham International Plc                                                                               822,129
          661,660   Amstrad Plc                                                                                            1,769,506
           30,640   Anglian Water Plc                                                                                        232,492
        4,125,994   Argyll Group                                                                                          17,596,152
       18,994,185   ASDA Group Plc                                                                                        20,363,869
           67,340   Associated British Foods                                                                                 622,856
          160,000   Barratt Developments Plc                                                                                 417,767
        1,689,100   Bass Plc                                                                                              13,511,603
        1,979,950   BAT Industries Plc                                                                                    13,034,005
          327,420   Berisford International Plc                                                                            1,147,650
          520,650   Boots Co Plc                                                                                           3,925,899
        2,317,229   British Aerospace Plc                                                                                 17,271,108
          242,471   British Land Co Plc                                                                                    1,421,603
        8,362,974   British Petroleum Co Plc                                                                              52,406,635
          999,770   British Steel Plc                                                                                      2,523,429
        2,128,740   BTR Plc                                                                                               10,560,646
          393,750   Bunzl Plc                                                                                              1,028,099
        6,418,620   Burton Group Plc                                                                                       6,805,293
           48,530   Carlton Communications Plc                                                                               667,360
          115,884   Charter Plc                                                                                            1,368,021
          271,100   Cobham Plc                                                                                             1,312,748
        4,399,565   Costain Group Plc *                                                                                    1,549,067
          509,950   Dixons Group Plc                                                                                       1,694,639
           11,140   East Midlands Electricity                                                                                128,159
          564,440   English China Clays Plc                                                                                3,019,012
        4,570,300   Ferranti International Plc * (c)                                                                          54,242
           26,300   First Leisure Corp.Plc                                                                                   110,289
        1,264,250   Fisons Plc                                                                                             2,540,780
        2,367,695   Forte Plc                                                                                              8,992,229
        2,357,020   General Electric Co Plc                                                                               10,816,621
        6,876,273   Glaxo Plc                                                                                             68,987,865
        1,217,886   Grand Metropolitan Plc                                                                                 7,371,713
        1,057,755   Great Portland Estates Plc                                                                             2,929,230
          804,370   Great Universal Stores Plc                                                                             6,491,669
          204,560   Greenalls Group Plc                                                                                    1,304,536
          341,975   Greycoat Plc *                                                                                           687,272
        1,652,881   Hammerson Property Investment and Development Corp Plc                                                 8,383,010
          367,100   Hillsdown Holdings Plc                                                                                 1,042,748
          435,060   Imperial Chemical Industries Plc                                                                       4,843,325
        1,839,517   Ladbroke Group Plc                                                                                     4,919,499
          280,408   Laing (John) Plc Class A                                                                                 820,904
        4,240,075   Lasmo Plc *                                                                                           10,299,408
           39,680   Lex Service Plc                                                                                          177,073
          201,840   London Electricity Plc                                                                                 2,306,082
        1,031,600   London International Group Plc *                                                                       1,550,834
        4,058,065   Lonrho Plc                                                                                             9,311,451
        1,488,510   Marks & Spencer Plc                                                                                    8,774,217
          161,766   Meyer International Plc                                                                                  793,559
          128,160   Midland Electricity                                                                                    1,488,603
        1,008,990   National Power Plc                                                                                     7,400,600
          394,321   Norcros Plc                                                                                              486,715
           16,080   Northern Electric Plc                                                                                    268,962
          496,400   Northern Foods Plc                                                                                     1,590,696
           16,890   Northumbrian Water Group Plc                                                                             195,646
          166,500   NORWEB Plc                                                                                             2,092,016
          199,140   Ocean Group Plc                                                                                          869,757
        1,321,257   Peninsular and Oriental Steam Navigation Co                                                           11,781,798
        1,612,256   Pilkington Plc                                                                                         4,222,429
          895,660   Powergen Plc                                                                                           7,044,171
          417,026   Reckitt & Colman Plc                                                                                   4,144,318
          498,773   Redland Plc                                                                                            3,362,350
        1,060,713   Sainsbury Plc                                                                                          6,865,174
          116,360   Scottish & Newcastle Plc                                                                                 914,225
           99,940   Securicor Group Plc Class A (Non-Voting)                                                               1,447,074
        1,944,500   Signet Group Plc *                                                                                       538,488
          697,874   Simon Engineering Plc *                                                                                  866,916
          380,170   Slough Estates Plc                                                                                     1,356,609
        2,912,032   Smith & Nephew Plc                                                                                     7,303,916
        2,971,010   Smithkline Beecham Plc Class A                                                                        23,671,944
        3,573,220   Smithkline Beecham Plc Equity Units                                                                   27,282,704
            5,500   South West Water Plc                                                                                      43,126
           80,620   South Western Electricity Plc                                                                          1,034,651
           31,262   Southern Water Plc                                                                                       269,615
           70,260   Suter Plc                                                                                                169,554
        6,902,675   Tarmac Plc                                                                                            11,469,304
        2,872,426   Taylor Woodrow Plc                                                                                     5,363,659
        2,095,660   Tesco                                                                                                  8,307,281
          122,260   Thorn EMI Plc Ord                                                                                      2,014,028
        3,141,383   Trafalgar House Plc                                                                                    3,082,073
          292,870   Unigate Plc                                                                                            1,631,353
          674,070   Unilever Plc                                                                                          12,480,190
          640,140   United Biscuits Holdings Plc                                                                           3,383,388
            6,986   Vodafone Group Plc                                                                                        20,894
          687,200   Wellcome Plc                                                                                          11,021,412
          774,403   Wessex Water Plc                                                                                       3,345,492
          676,884   Whitbread Plc Class A (Limited Voting)                                                                 5,762,711
          239,600   Wilson (Connolly) Holdings Plc                                                                           466,361
          884,480   Wimpey (George) Plc                                                                                    1,686,574
           26,260   Wolseley Plc                                                                                             145,859
                                                                                                                         526,196,362

                    TOTAL STOCK AND EQUIVALENTS (Cost $2,501,692,687)                                                  2,551,024,197

     Par Value      SHORT-TERM INVESTMENT - 0.4%
                    U.S. GOVERNMENT - 0.4%
$      10,430,000   U.S. Treasury Bill 5.89% due 2/8/96 (a)                                                                9,830,020


                    TOTAL SHORT-TERM INVESTMENT (Cost $9,777,724)                                                          9,830,020

                    TOTAL INVESTMENTS - 98.8%
                    (Cost $2,511,470,411) * *                                                               $          2,560,854,217

                    Other Assets and Liabilities (net) - 1.2%                                                             30,791,635

                    TOTAL NET ASSETS - 100.0%                                                               $          2,591,645,852

                    NOTES TO THE SCHEDULE OF INVESTMENTS:

                    ADR American Depositary Receipt

                    (a)     This security is held as collateral for open futures contracts.

                    (b)     Restricted security - This security is restricted as to resale.  At
                            February 28, 1995, restricted securities amounted to $127,482.

                    (c)      Security valued by management (Note 1).

                    *        Non-income producing security.

                    **       The  aggregate  identified  cost  for  federal
                             income tax purposes is  $2,512,340,919  resulting
                             in gross unrealized appreciation and depreciation
                             of $198,384,375 and  $149,871,077,  respectively,
                             and net unrealized appreciation of $48,513,298.
</TABLE>

<TABLE>
<CAPTION>

               At February 28, 1995, industry sector diversificatio  investments
               was as follows:
                                              Percentage of
               Industry Sector                Net Assets

               <S>                               <C>
               Services                          16.5 %
               Banking                           16.1
               Construction                      10.2
               Oil and Gas                        7.0
               Transportation                     5.5
               Retail Stores                      5.2
               Technology                         4.2
               Primary Processing                 4.2
               Consumer Goods                     4.1
               Utilities                          3.9
               Food and Beverage                  3.2
               Metals and Mining                  3.0
               Machinery                          2.9
               Pharmaceuticals                    2.7
               Automotive                         2.6
               Insurance                          2.4
               Real Estate                        2.2
               Manufacturing                      0.8
               Miscellaneous                      1.7
                                                 98.4 %

</TABLE>

              See accompanying notes to the financial statements.

GMO INTERNATIONAL CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995
<TABLE>


<S>                                                                <C>
ASSETS:
  Investments, at value (cost $2,501,692,687) (Note 1)             $       2,551,024,197
  Short-term investments, at value (cost $9,777,724)  (Note 1)                 9,830,020
  Foreign currency, at value (cost $ 46,877,222) (Note 1)                     46,902,909
  Receivable for Fund shares sold                                                201,537
  Receivable for investments sold                                            160,803,865
  Dividends and interest receivable                                            2,766,728
  Foreign withholding taxes receivable                                         3,604,738
  Receivable for open forward foreign currency contracts (Note 5)              1,317,197
  Receivable for variation margin on open futures contracts                    2,044,183
  Receivable for expenses waived or borne by Manager (Note 2)                    213,313

    Total assets                                                           2,778,708,687


LIABILITIES:
  Payable for investments purchased                                          160,772,812
  Payable for open forward foreign currency contracts (Note 5)                14,283,784
  Due to Custodian                                                             6,102,542
  Payable for Fund shares repurchased                                          3,797,751
  Payable to affiliate for management fee                                      1,507,939
  Accrued expenses                                                               598,007

    Total liabilities                                                        187,062,835

NET ASSETS(equivalent to $22.32 per share based
  on 116,104,099 shares outstanding, unlimited shares authorized)  $       2,591,645,852


NET ASSETS CONSIST OF:
  Paid-in capital                                                  $       2,453,213,046
  Accumulated net realized gain                                              100,721,946
  Net unrealized appreciation                                                 37,710,860

    NET ASSETS                                                     $       2,591,645,852



</TABLE>
              See accompanying notes to the financial statements.


GMO INTERNATIONAL CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>

<S>                                                                <C>
INVESTMENT INCOME:
  Dividends (net of foreign tax expense of $7,455,318)          $  55,664,794
  Interest                                                          2,602,161
    Total income                                                   58,266,955
Expenses:
  Management fee (Note 2)                                          19,964,039
  Custodian fees                                                    2,182,474
  Stamp duties and transfer taxes                                     116,741
  Legal fees                                                          105,483
  Audit fees                                                           83,697
  Registration fees                                                    72,479
  Insurance                                                            31,850
  Transfer agent fees                                                  27,493
  Trustee fee (Note 2)                                                 13,230
  Miscellaneous                                                         2,203

    Total expenses                                                 22,599,689

    Less:  expenses waived or borne by Manager (Note 2)            (3,849,845)

    Net expenses                                                   18,749,844

      Net investment income                                        39,517,111

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
  FUTURES CONTRACTS,  FOREIGN CURRENCY, FORWARD CONTRACTS
  AND FOREIGN CURRENCY RELATED TRANSACTIONS:
    Net realized gain (loss) on:
      Investments                                                 251,835,142
      Closed futures contracts                                      1,165,193
      Foreign currency, forward contracts and foreign
        currency related transactions                             (14,261,791)
        Net realized gain                                         238,738,544

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                (413,444,424)
      Open futures contracts                                          970,756
      Foreign currency, forward contracts and foreign
        currency related transactions                             (11,601,187)
        Net unrealized loss                                      (424,074,855)
    Net realized and unrealized loss on investments, futures
      contracts, foreign currency, forward contracts and
      foreign currency related transactions                      (185,336,311)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS            $(145,819,200)

</TABLE>

              See accompanying notes to the financial statements.

GMO INTERNATIONAL CORE FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>


                                                                             YEAR ENDED
                                                               FEBRUARY 28, 1995     FEBRUARY 28, 1994
<S>                                                        <C>                     <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
  Net investment income                                     $          39,517,111  $         23,895,036
  Net realized gain on investments, closed futures
    contracts, foreign currency, forward contracts
    and foreign currency related transactions                         238,738,544            63,775,412
  Change in net unrealized appreciation (depreciation)
    on investments, open futures contracts, foreign
    currency, forward contracts and foreign
    currency related transactions                                    (424,074,855)          455,871,027

  Net increase (decrease) in net assets resulting from
    operations                                                       (145,819,200)          543,541,475

Distributions to shareholders from:
  Net investment income                                               (38,432,195)          (22,013,675)
  Net realized gains                                                 (172,566,881)          (34,254,981)
                                                                     (210,999,076)          (56,268,656)

Fund share transactions:  (Note 4)
  Proceeds from sale of shares                                      1,196,755,657         1,024,284,607
  Net asset value of shares issued to shareholders
    in payment of distributions declared                              191,594,151            44,737,151
  Cost of shares repurchased                                         (726,316,370)         (188,195,832)

  Net increase in net assets resulting
    from Fund share transactions                                      662,033,438           880,825,926

  Total increase in net assets                                        305,215,162         1,368,098,745

NET ASSETS:
  Beginning of period                                               2,286,430,690           918,331,945

  End of period (including undistributed net
    investment income of $0 and
    $7,595,549, respectively)                               $       2,591,645,852  $      2,286,430,690


</TABLE>



              See accompanying notes to the financial statements.

GMO INTERNATIONAL CORE FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>


                                                            YEAR ENDED FEBRUARY 28/29,
                                             1995         1994         1993         1992         1991

<S>                                     <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $    25.56   $    18.51   $    18.80   $    18.73   $    18.79

Income (loss) from investment operations:
  Net investment income (a)                   0.27         0.29         0.29         0.29         0.55
  Net realized and unrealized gain (loss)
   on investments                            (1.57)        7.44        (0.04)        0.22         0.69

    Total from investment operations         (1.30)        7.73         0.25         0.51         1.24

Less distributions to shareholders:
  From net investment income                 (0.35)       (0.27)       (0.20)       (0.28)       (0.54)
  From net realized gains                    (1.59)       (0.41)       (0.34)       (0.16)       (0.76)

    Total distributions                      (1.94)       (0.68)       (0.54)       (0.44)       (1.30)

NET ASSET VALUE, END OF PERIOD         $     22.32  $     25.56    $   18.51    $   18.80    $   18.73

TOTAL RETURN (B)                             (5.31%)      42.10%        1.43%        2.84%        7.44%


Ratios/Supplemental Data:

  Net assets, end of period            $ 2,591,646  $ 2,286,431    $ 918,332    $ 414,341    $ 173,792
  Net expenses to average
   daily net assets (a)                       0.70%        0.71%(c)     0.70%        0.70%        0.78%
  Net investment income to average
   daily net assets (a)                       1.48%        1.48%        2.36%        2.36%        3.32%
  Portfolio turnover rate                       53%          23%          23%          35%          81%

(a) Net of fees and expenses  voluntarily waived or borne by the Manager of $.03,
    $.03, $.03, $.02, $.01 per share for the fiscal years ended 1995, 1994, 1993,
    1992, and 1991, respectively.
(b) Calculation  excludes  subscription  fees.  The total returns would have been
    lower had certain expenses not been waived during the periods shown.
(c) Includes  stamp duties and transfer taxes not waived or borne by the Manager,
    which approximates .01% of average daily net assets.

              See accompanying notes to the financial statements.

</TABLE>

GMO INTERNATIONAL CORE FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENT
AUGUST 31, 1993

1.    SIGNIFICANT ACCOUNTING POLICIES

     The GMO International  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
     Trust was established as a  Massachusetts  Business Trust under the laws of
     the  Commonwealth  of  Massachusetts  on June 24, 1985. The  Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Securities  which are primarily  traded on foreign  exchanges are generally
     valued  at the  preceding  closing  values  of  such  securities  on  their
     respective  exchanges,  and  those  values  are then  translated  into U.S.
     dollars  at  the  current  exchange  rate.  Short-term  investments  with a
     remaining maturity of sixty days or less are valued at amortized cost which
     approximates  market  value.  Other  assets  and  securities  for  which no
     quotations are readily  available are valued at fair value as determined in
     good faith by the Trustees.

     FOREIGN CURRENCY TRANSLATION
     The  accounting  records of the Fund are  maintained in U.S.  dollars.  The
     market values of foreign  securities,  currency holdings,  other assets and
     liabilities are translated to U.S. dollars based on the prevailing exchange
     rates  each  business  day.  Income  and  expenses  denominated  in foreign
     currencies  are  translated  at prevailing  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
     net exchange gains and losses on disposition of foreign  currencies and the
     difference between the amount of investment income and foreign  withholding
     taxes recorded on the Fund's books and the U.S. dollar  equivalent  amounts
     actually received or paid.

     FUTURES CONTRACTS
     The Fund may purchase  stock index futures  contracts.  Stock index futures
     contracts represent  commitments for future delivery of cash based upon the
     level of a specified  index of equity  securities at a given date. The Fund
     may use futures  contracts to manage its exposure to the stock and currency
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 5 for
     all open futures contracts held as of February 28, 1995.

     FORWARD  CURRENCY  CONTRACTS
     The Fund may enter into  forward  currency  contracts  in  connection  with
     settling planned  purchases or sales of securities or to hedge the currency
     exposure associated with some or all of the Fund's portfolio securities.  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 and
     the change in value is recorded by the Fund as an unrealized  gain or loss.
     When a forward  currency  contract  is  extinguished,  through  delivery or
     offset by entering into another forward currency contract, the Fund records
     a realized  gain or loss equal to the  difference  between the value of the
     contract  at the time it was  opened and the value of the  contract  at the
     time it was extinguished or offset. 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
     the value of the currency changes  unfavorably to the U.S. dollar. The U.S.
     dollar  value of the  currencies  the Fund has  committed  to sell is shown
     under Note 5 and represents the currency  exposure the Fund has acquired or
     hedged through currency contracts as of February 28, 1995.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under  Subchapter M of the Internal  Revenue Code of 1986,  as amended (the
     "Code").  It is the  policy of the Fund to  distribute  all of its  taxable
     income,  including any net realized gain on investments  not offset by loss
     carryovers, to shareholders within the prescribed time periods.  Therefore,
     no  provision  for  federal  income or excise  tax is  necessary.  Taxes on
     foreign  interest and dividend income have been withheld in accordance with
     the  applicable  country's  tax treaty  with the United  States.  Dividends
     received by  shareholders of the Fund which are derived from foreign source
     income and foreign taxes paid by the Fund are to be treated,  to the extent
     allowable  under the Code, as if paid and received by the  shareholders  of
     the Fund.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from net investment income  semi-annually,  and net realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder  elects to  receive  cash  distributions.  There is no  premium
     incurred on reinvested distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing  treatments  for foreign  currency  transactions  and  redemption
     in-kind.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.

<TABLE>
<CAPTION>
           Undistributed Net Investment          Accumulated Net Realized
                      Income                             Gain                     Paid-in Capital
                 <S>                                  <C>                            <C>
                 ($8,680,465)                         $7,352,943                     $1,327,522
</TABLE>

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date,  or when the Fund is  informed  of the
     ex-dividend  date.  Interest  income is recorded on the accrual  basis.  In
     determining the net gain or loss on securities sold, the cost of securities
     is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .75% of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All  purchase  premiums  are paid to and recorded as paid in capital by the
     Fund. There is no premium for redemptions or in-kind transactions.  For the
     year ended  February 28, 1995,  the Fund  received  $1,914,529  in purchase
     premiums.

     INVESTMENT RISK
     There are  certain  additional  risks  involved  in  investing  in  foreign
     securities  that are not inherent in  investments  of domestic  securities.
     These risks may involve adverse political and economic developments and the
     possible  imposition  of  currency  exchange  blockages  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.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager"), for management and investment advisory services is paid monthly
     at the annual  rate of .75% of average  daily net  assets.  The Manager has
     agreed to waive a portion  of its fee until  further  notice to the  extent
     that the Fund's annual expenses (including  management and custody fees but
     excluding brokerage  commissions and transfer taxes) exceed .70% of average
     daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $13,230.  No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended  February 28, 1995  aggregated
     $1,813,370,609 and $1,379,237,707, respectively.

4.   SHARE TRANSACTIONS

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

<TABLE>
<CAPTION>
                                                                  Year Ended           Year Ended
                                                              February 28, 1995    February 28, 1994

         <S>                                                      <C>                   <C>
         Shares sold                                               47,709,816           45,915,356
         Shares issued to shareholders in reinvestment of
          distributions                                             8,245,854            1,887,116
         Shares repurchased                                       (29,287,818)          (7,968,846)

         Net increase                                              26,667,852           39,833,626
         Fund shares:
          Beginning of period                                      89,436,247           49,602,621
          End of period                                           116,104,099           89,436,247
  </TABLE>

     5. FINANCIAL INSTRUMENTS

     A summary of outstanding  forward currency  contracts and futures contracts
     at February 28, 1995 is as follows:

     FUTURES CONTRACTS

<TABLE>
<CAPTION>
                                                                                                    Net Unrealized
     Number of                                                                                       Appreciation
     Contracts                Type                Expiration Date             Contract Value        (Depreciation)
      <S>                  <C>                       <C>                 <C>                   <C>
      Buys
         661               Hang Seng                 March 1995          $         35,309,190  $            166,312
         309               FT-SE 100                 March 1995                    36,807,776              (771,429)
                                                                                               $           (605,117)
      Sales
         252               DAX                       March 1995                    36,290,412  $           (160,940)
         521               CAC                       March 1995                    36,035,749              1,736,813
                                                                                               $           1,575,873

     At February 28, 1995 the Fund has cash and/or securities to cover any margin requirements on open
     futures contracts.
</TABLE>

     FORWARD CURRENCY CONTRACTS

<TABLE>
<CAPTION>
      Sales

                                                                        In Exchange for       Net Unrealized
         Settlement                               Units of             (in U.S. Dolollars)     Appreciation
           Date               Deliver             Currency                 (Note 1)           (Depreciation)

         <C>                <S>                  <C>          <C>                        <C>
          6/1/95            German Marks         108,780,000  $           66,434,591     $       (8,153,999)
          7/3/95            German Marks          97,300,000              61,660,330             (5,125,311)
         12/1/95            German Marks          25,070,000              16,279,221             (1,004,474)
          2/1/96            British Pounds        83,500,000             132,379,825              1,317,197
                                                                                         $      (12,966,587)
</TABLE>


                                                           * * *
GMO INTERNATIONAL CORE FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS (UNAUDITED)


     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 77.43% of distributions as net capital gain dividends.






GMO INTERNATIONAL SMALL COMPANIES FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the  Shareholders of
GMO  International  Small Companies Fund (A Series of GMO Trust)


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 at February 28, 1995, and the results of its operations, the changes in its
net assets and the financial highlights for the periods presented, in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 14, 1995



GMO  INTERNATIONAL  SMALL  COMPANIES  FUND
(A SERIES OF GMO TRUST)
SCHEDULE  OF INVESTMENTS
(SHOWING  PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995

<TABLE>
<CAPTION>
      SHARES        DESCRIPTION                                                                                         VALUE ($)

          <S>       <C>                                                                                                   <C>
                    STOCK AND EQUIVALENTS - 98.6%
                    AUSTRALIA - 2.6%
           43,600   Aberfoyle Ltd *                                                                                           94,812
           41,500   Adelaide Brighton Ltd                                                                                     44,052
           91,100   Australian Gas and Light Co *                                                                            286,078
           97,600   Australian National Industries Ltd *                                                                      97,127
           99,000   Bougainville Copper Ltd *                                                                                 47,436
          148,200   Burns Philp & Co Ltd                                                                                     355,048
           91,800   Caltex Australia Ltd                                                                                     236,846
            2,900   Coal & Allied Industries Ltd                                                                              27,791
           44,900   Crusader Ltd                                                                                              43,027
           82,874   Email Ltd                                                                                                218,093
           86,600   Fairfax Holdings Ltd  *                                                                                  180,659
          414,610   Goodman Fielder Ltd                                                                                      378,981
          101,875   Hardie (James) Industries Ltd                                                                            165,214
           23,200   Metal Manufactures Ltd                                                                                    45,320
           30,800   OPSM Protector Ltd                                                                                        43,138
           75,000   Pacific Magazines and Printing Ltd                                                                       152,037
          266,000   Pasminco Ltd  *                                                                                          274,515
          115,300   Pioneer International Ltd                                                                                277,078
           52,800   Publishing and Broadcasting Ltd Preferred 4.96% *                                                        134,279
          238,200   QCT Resources Ltd                                                                                        228,266
           18,050   Rothmans Holdings Ltd                                                                                     59,875
          252,887   Santos Ltd                                                                                               678,553
           96,500   Seven Network Ltd                                                                                        214,116
          189,800   Southcorp Holdings Ltd                                                                                   436,523
            6,800   Weston Foods Ltd                                                                                          29,825
           47,200   Wills (WD & HO) Holdings Ltd                                                                              92,551
                                                                                                                           4,841,240
                    AUSTRIA - 2.9%
              777   Allgemeine Baugesellschaft AG                                                                            118,488
              888   Allgemeine Baugesellschaft AG Preferred 7.00%                                                             73,141
              800   Austrian Airlines *                                                                                      135,205
           11,700   Bank Austria AG (Participating Certificate)                                                              410,247
              700   Bau Holding AG Preferred (Non Voting) 2.42%                                                               46,438
            1,150   Brau Union AG                                                                                             72,716
              200   BWT AG                                                                                                    30,246
            1,500   Constantia Industrie Holdings AG *                                                                       115,245
            2,800   Creditanstalt-Bankverein                                                                                 175,417
            1,200   Creditanstalt-Bankverein Preferred 1.65%                                                                  72,847
              100   EA-Generali AG                                                                                            25,982
            1,100   EA-Generali AG Preferred 6.00%                                                                           174,688
              500   EVN Energie-Versorgung Niederoesterreich AG                                                               60,318
            2,300   Flughafen Wien AG                                                                                        100,083
            1,100   Jenbacher Werke AG                                                                                       168,705
              200   Lenzing AG                                                                                                18,591
              300   Leykam-Muerztaler Papier und Zellstoff AG *                                                               14,278
              800   Miba Holding AG Series B Preferred 1.34%                                                                  34,190
            7,000   OMV AG *                                                                                                 679,229
            1,100   Oesterreichische Brau Beteiligungs AG                                                                     62,717
            3,000   Oesterreichische Elektrizitaetswirschafts AG                                                             185,032
            7,200   Oesterreichische Laenderbank AG                                                                          567,860
              700   Oesterreichische Laenderbank AG Preferred (Non Voting)                                                    33,656
              110   Perlmooser Zementwerke AG                                                                                  7,661
           16,930   Radex-Heraklith AG                                                                                       610,076
              300   RAS Versicherungs AG                                                                                      48,079
            2,400   Steyr-Daimler-Puch AG *                                                                                   35,200
            2,180   Strabag Oesterreich AG                                                                                   302,793
            4,000   Universale Bau AG *                                                                                      235,054
            1,700   VA Technologie AG *                                                                                      182,789
           15,100   Veitsch-Radex AG *                                                                                       400,399
              200   Wiener Allianz Versicherungs AG *                                                                         47,205
              220   Wienerberger Baustoffindustrie AG                                                                         77,782
                                                                                                                           5,322,357
                    CANADA - 2.0%
            6,000   Abitibi-Price Inc                                                                                         78,706
            5,000   Avenor Inc *                                                                                             102,426
           17,000   Brunswick Mining & Smelt Ltd                                                                             122,192
           18,900   Cameco Corp                                                                                              461,887
            3,100   Canadian Marconi Co                                                                                       30,638
           38,300   Canadian Tire Ltd Class A                                                                                364,762
              900   Canfor Corp                                                                                               10,674
            1,900   CCL Industries Class B                                                                                    16,047
           21,900   Cominco Ltd *                                                                                            350,243
           18,100   Dominion Textile Inc                                                                                     107,332
           24,400   Domtar Inc *                                                                                             208,266
           18,900   Dylex Ltd Part Class A Preferred $0.01 *                                                                   1,834
           13,000   Gulf Canada Resources Ltd *                                                                               47,889
            6,400   Hudsons Bay Co                                                                                           124,780
           13,900   Inter-City Prods Corp *                                                                                   22,480
            1,700   International Forest Products A *                                                                         14,205
            9,400   Ipsco Inc                                                                                                151,177
           16,800   Maple Leaf Foods                                                                                         155,472
           15,300   Molson Class A                                                                                           213,073
            2,900   Molson Co Ltd Class B                                                                                     42,731
           11,300   Noranda Forest Inc                                                                                        86,298
           30,100   Nova Scotia Power Inc                                                                                    243,396
           15,800   Oshawa Group Ltd Class A                                                                                 212,938
           30,200   Power Corp                                                                                               401,581
            1,700   Scotts Hospitality Inc                                                                                     9,164
           12,100   Sears Canada Inc                                                                                          66,316
            3,600   Semi Tech Corp Class A                                                                                    26,523
            1,700   Slocan Forest Products Ltd                                                                                16,343
            5,200   Spar Aerospace Ltd                                                                                        46,253
            6,600   Total Petroleum North America                                                                             69,381
                                                                                                                           3,805,007
                    DENMARK - 0.0%
              800   Hafnia Holdings Class A (a) *                                                                           -

                    FINLAND - 3.2%
           29,000   Amer Group Series A                                                                                      533,052
           25,000   Cultor OY Series 1                                                                                       736,351
            9,500   Cultor OY  Serie 2                                                                                       265,086
            4,000   Huhtamaki OY Series L                                                                                    124,903
              700   Instrumentarum OY B *                                                                                     13,332
           98,000   Kesko OY                                                                                               1,096,000
           63,700   Partek OY  *                                                                                             811,149
          132,400   Rautaruukki OY  *                                                                                        952,938
           69,600   Valmet OY  *                                                                                           1,402,633
                                                                                                                           5,935,444
                    HONG KONG - 7.0%
        3,940,000   Applied International Holdings Ltd                                                                       453,547
          518,000   Applied International Holdings Ltd Warrants 12/30/99 *                                                    19,430
          127,000   Cathay Pacific Airways Ltd                                                                               205,329
           73,000   Cross Harbour Tunnel Co Ltd                                                                              143,517
          194,309   Dairy Farm International                                                                                 233,729
        6,350,000   Denway Investments                                                                                       525,642
          414,000   Dickson Concepts (International) Ltd                                                                     224,898
       15,540,000   Elec and Eltek International Holdings Ltd                                                              1,808,963
           16,780   Furama Hotel Enterprises Ltd                                                                              20,618
        1,668,000   Goldlion Holdings Ltd                                                                                    371,074
           19,000   Harbour Centre Development Ltd                                                                            21,380
           46,500   Hong Kong Ferry Co Ltd                                                                                    49,919
            3,100   Hong Kong Ferry Warrants 6/30/96 *                                                                         1,183
           52,000   Hongkong and Shanghai Hotels Ltd Preferred 1.95%                                                          59,523
          520,000   Jardine International Motor Holdings Ltd                                                                 568,324
           50,000   Kowloon Motor Bus Co Ltd                                                                                  89,892
        1,671,000   Kumagai Gumi Hong Kong Ltd                                                                             1,156,289
          682,000   Lai Sun Garment International Ltd                                                                        727,737
          252,000   Lane Crawford International Ltd Series A                                                                 387,868
        3,680,000   Laws International Holdings Ltd                                                                          618,767
           74,862   Mandarin Oriental                                                                                         88,597
          952,000   Playmate Toys Holding                                                                                    295,518
          211,455   Playmates Properties Holdings                                                                             30,358
           40,000   Realty Development Corp Ltd Class B                                                                       18,625
        7,734,000   Regal Hotels International Ltd                                                                         1,490,482
           80,800   San Miguel Brewery Ltd                                                                                    70,020
        1,076,000   Shun Tak Holdings Ltd                                                                                    640,186
          160,000   South China Morning Post Ltd                                                                              86,917
        1,933,595   Stelux Holdings International Ltd                                                                        568,962
          214,500   Swire Pacific Ltd Class A                                                                              1,505,093
           26,000   Television Broadcasting Ltd                                                                               97,859
          105,000   Wing On International Holdings Ltd                                                                       183,341
          263,000   Winsor Industrial Corp Ltd                                                                               324,859
                                                                                                                          13,088,446
                    ITALY - 7.0%
           69,000   Alitalia Linee Aeree Italiane Class A *                                                                   37,828
          118,000   Alitalia Linee Aeree Italiane Class B (Private Placement) (b) *                                           44,400
          375,000   Autostrade Concessioni e Costruzioni SPA Class B Preferred                                               469,593
          474,400   Banca Nazionale dell'Agricoltura di Risp *                                                               190,442
          635,800   Banca Nazionale dell'Agricoltura SPA (Non Convertible)                                                   269,711
           36,500   Banca Nazionale dell'Agricoltura SPA  Preferred *                                                         28,540
            4,000   Bonifiche-Siele Finanziaria SPA *                                                                         81,965
           70,000   Caffaro SPA *                                                                                             83,883
           12,000   Calcestruzzi SPA *                                                                                        57,520
          285,200   Caltagirone SPA                                                                                          234,107
           62,000   Cantoni ITC SPA *                                                                                         96,585
           33,500   Cartiere Burgo SPA *                                                                                     230,827
          215,000   Cementir Cementerie del Tirreno SPA                                                                      180,090
           41,100   Cia Italiana dei Grandi Alberghi Cigahotels SPA *                                                         21,892
          212,100   COFIDE SPA  *                                                                                             96,583
           24,000   Cogefar Impresit Costruzioni Generali SPA *                                                               21,901
          360,000   Comau Finanziaria SPA                                                                                    570,522
           40,000   Danieli and Co SPA (Non Convertible)                                                                     138,047
           32,000   Falck Acciaierie and Ferriere Lombarde *                                                                  64,997
          294,000   Fiat SPA (Non Convertible)                                                                               708,138
          178,000   Fiat SPA Preferred *                                                                                     446,867
          473,500   Finmeccanica SPA (Non Convertible) *                                                                     368,814
          102,000   Fornara SPA (a) *                                                                                          4,400
          245,000   Gemina SPA (Non Convertible)                                                                             162,208
           80,833   Gilardini SPA *                                                                                          200,509
          229,900   Grassetto SPA *                                                                                          199,734
           94,500   Industriali Riunite SPA *                                                                                 91,443
           32,000   Industriali Riunite (Cie) SPA (Non Convertible) *                                                         18,675
           36,000   Italcementi Fabbriche Riunite Cemento SPA                                                                234,680
           57,000   Italcementi Fabbriche Riunite Cemento SPA (Non Convertible)                                              179,982
           76,800   Latina di Assicurazioni SPA (Non Convertible) *                                                          196,487
            3,000   Marzotto and Figli SPA                                                                                    20,312
          895,000   Montedison SPA (Non Convertible) *                                                                       542,685
           60,000   Montefibre SPA (Non Convertible) *                                                                        36,489
          340,000   Montefibre SPA *                                                                                         280,108
          179,000   Olivetti and Co SPA (Non Convertible) *                                                                  139,425
           41,000   Olivetti and Co SPA (Private Placement) (b) *                                                             56,869
          191,000   Parmalat Finanziaria SPA                                                                                 168,799
           83,000   Pirelli and Co (Non Convertible)                                                                         106,920
          162,000   Pirelli SPA (Non Convertible)                                                                            178,307
          132,000   Ratti SPA                                                                                                263,368
           17,000   Recordati Industria Chimica e Farmaceutica SPA                                                            83,065
           81,000   Recordati Industria Chimica e Farmaceutica SPA (Non Convertible)                                         228,101
           32,000   Rinascente per l'Esercizio di Grandi Magazzini SPA                                                       159,329
          151,000   Rinascente per l'Esercizio di Grandi Magazzini SPA (Non Convertible)                                     404,869
          237,000   Rinascente per l'Esercizio di Grandi Magazzini SPA
                        (Private Placement) (b)                                                                              589,306
          180,000   SAFFA SPA *                                                                                              519,833
           14,000   Sasib SPA                                                                                                 65,009
           42,000   Sirti SPA                                                                                                281,846
          105,000   Snia BPD SPA                                                                                             125,447
          650,000   Snia BPD SPA (Non Convertible)                                                                           443,979
          670,000   Societa Metallurgica SPA *                                                                               341,223
           45,000   SORIN Biomedica SPA *                                                                                    121,195
           27,000   Stefanel SPA                                                                                              54,599
           12,900   Tosi (Franco) SPA                                                                                        137,966
            3,500   Unione Cementi Marchino Emiliane e di Augusta-Casale                                                      23,697
          633,410   Unione Cementi Marchino Emiliane e di Augusta-Casale
                        (Non Convertible)                                                                                  1,992,455
                                                                                                                          13,096,571
                    JAPAN - 18.5%
            6,000   Aida Engineering Ltd                                                                                      45,277
            6,000   Ajinomoto Co Inc                                                                                          69,562
            5,000   Alps Electric Co Ltd *                                                                                    59,521
            8,000   Amada Co Ltd                                                                                              79,499
           47,000   Aoki Corp                                                                                                257,854
            4,800   Arabian Oil Co Ltd                                                                                       202,226
           26,000   Asahi Breweries Ltd                                                                                      269,137
            6,000   Asics Corp                                                                                                20,185
            3,000   Bank of Kyoto Ltd                                                                                         21,117
           16,000   Bank of Yokohama Ltd                                                                                     121,898
            7,000   Banyu Pharmaceutical Co Ltd                                                                               72,315
            5,000   Canon Sales Co Inc                                                                                       113,348
           12,000   Chiba Bank Ltd                                                                                            91,424
            1,000   Chudenko Corp                                                                                             38,611
            7,000   Chugai Pharmaceutical Co Ltd                                                                              70,286
            3,000   Chugoku Bank Ltd                                                                                          48,755
           57,000   Cosmo Oil Co Ltd                                                                                         374,670
            3,000   CSK Corp                                                                                                  81,983
           31,000   Daicel Chemical Industries Ltd                                                                           146,328
            8,000   Daiichi Seiyaku Pharmaceutical Co Ltd                                                                    121,733
           23,000   Dainippon Ink & Chemicals Inc                                                                            100,471
            5,000   Dainippon Pharmaceutical Co Ltd                                                                           52,275
            4,000   Dainippon Screen Manufacturing Co Ltd *                                                                   26,334
            4,000   Daito Trust Construction Co Ltd                                                                           34,367
           20,000   Daiwa Bank Ltd                                                                                           166,865
            8,000   Denki Kagaku Kogyo *                                                                                      26,665
            1,000   Denny's Japan Co Ltd                                                                                      30,640
            2,000   Descente Ltd                                                                                              11,242
            7,000   Eisai Co Ltd                                                                                             106,516
           33,000   Fuji Heavy Industries Ltd *                                                                              119,901
           18,000   Fujisawa Pharmaceutical Co Ltd                                                                           204,958
           14,000   Fujita Corp                                                                                               75,069
            6,000   Fujita Kanko Inc                                                                                         117,385
           54,000   Fujiya Co Ltd                                                                                            271,104
            1,000   Fukuoka City Bank Ltd                                                                                      7,360
           18,000   Fukuyama Transporting Co Ltd                                                                             166,575
           19,000   Furukawa Electric Co Ltd                                                                                 105,812
           80,000   Gakken Co Ltd *                                                                                          579,680
           34,000   General Sekiyu (KK)                                                                                      322,385
           36,000   Godo Shusei Co Ltd *                                                                                     172,538
            6,000   Green Cross Corp                                                                                          50,184
           55,000   Hankyu Corp                                                                                              296,051
            5,000   Hankyu Department Stores Inc                                                                              51,343
           11,000   Hanwa Co Ltd *                                                                                            35,754
           19,000   Haseko Corp                                                                                              101,289
            9,000   Hazama Ltd                                                                                                43,787
            4,000   Higo Bank Ltd                                                                                             31,551
            8,000   Hiroshima Bank Ltd                                                                                        45,546
           19,000   Hitachi Maxell Ltd                                                                                       296,983
           68,000   Hitachi Sales Corp                                                                                       401,221
            6,000   Hokkaido Bank Ltd                                                                                         22,173
            8,000   Hokuriku Bank Ltd                                                                                         53,248
            2,000   Honen Corp                                                                                                11,759
            1,000   House Foods Corp                                                                                          18,529
            3,000   Hoya Corp                                                                                                 64,593
           22,000   Hyogo Bank Ltd *                                                                                          60,349
            4,000   INAX Corp                                                                                                 40,453
           39,000   Intec Inc                                                                                                500,595
            8,000   Itoham Foods Inc                                                                                          54,656
           22,000   Japan Airport Terminal Co Ltd                                                                            239,118
          100,000   Japan Energy Co Ltd                                                                                      358,160
          100,000   Japan Synthetic Rubber Co Ltd                                                                            564,153
           30,000   Joshin Denki Co Ltd                                                                                      341,597
            2,000   Kaken Pharmaceutical Co Ltd                                                                               22,566
           11,000   Kamigumi Co Ltd                                                                                           91,093
            6,000   Kao Corp                                                                                                  65,214
           32,000   Keihin Electric Express Railway Co Ltd                                                                   185,166
           42,000   Keio Teito Electric Railway Co Ltd                                                                       230,858
           17,000   Keisei Electric Railway Co Ltd                                                                           123,710
            1,000   Kissei Pharmaceutical Co Ltd                                                                              38,818
            2,000   Kobori Juken Co Ltd                                                                                       19,254
           15,000   Koito Manufacturing Co Ltd                                                                               111,795
           50,000   Kokusai Kogyo Co Ltd                                                                                     492,211
            5,000   Kokuyo Co Ltd                                                                                            120,594
           29,000   Komatsu Ltd                                                                                              212,836
            1,000   Konami Co Ltd                                                                                             18,426
           10,000   Konica Corp                                                                                               68,319
           49,000   Koyo Seiko Co Ltd                                                                                        420,993
           19,000   Kumagai Gumi Co Ltd                                                                                       94,208
          104,000   Kurabo Industries Ltd                                                                                    387,558
          227,000   Kureha Chemical Industry Co Ltd                                                                        1,064,448
            4,000   Kyodo Printing Co Ltd                                                                                     39,335
           13,000   Kyowa Hakko Kogyo Co Ltd                                                                                 125,687
           16,000   Lion Corp                                                                                                 95,068
           56,000   Maeda Corp                                                                                               597,071
           52,000   Makino Milling Machine Co Ltd *                                                                          387,558
           43,000   Marubeni Corp                                                                                            196,294
           95,000   Marudai Food Co Ltd                                                                                      641,168
           13,000   Matsushita Electric Works Ltd                                                                            131,204
           24,000   Matsushita Refrigeration Co                                                                              180,115
            6,000   Matsuzakaya Co Ltd                                                                                        68,941
           31,000   Mazda Motor Corp *                                                                                       144,082
            9,000   Mercian Corp                                                                                              61,488
              200   Mitsubishi Chemical Corp                                                                                     961
           14,000   Mitsubishi Gas Chemical Co Inc                                                                            57,243
           32,000   Mitsubishi Materials Corp                                                                                150,717
           41,000   Mitsubishi Oil Co Ltd                                                                                    356,079
           18,000   Mitsubishi Rayon Co Ltd                                                                                   60,929
           21,000   Mitsubishi Trust & Banking Corp                                                                          297,811
            7,000   Mitsubishi Warehouse & Transportation Co Ltd                                                              99,995
           49,000   Mitsuboshi Belting Ltd                                                                                   285,058
           13,000   Mitsui Mining Co Ltd  *                                                                                   59,210
           22,000   Mitsui Toatsu Chemicals Inc                                                                               76,746
           19,000   Mitsui Trust & Banking Co Ltd                                                                            170,912
            6,000   Mitsui-Soko Co Ltd                                                                                        41,613
            3,000   Mochida Pharmaceutical Co Ltd                                                                             60,556
           75,000   Nagasakiya Co Ltd  *                                                                                     378,086
           51,000   Nagoya Railroad Co Ltd                                                                                   244,428
           30,000   Nakkai Electric Railway Co Ltd                                                                           218,622
            2,000   Namco Ltd                                                                                                 43,476
          131,000   Nichiei Co Ltd                                                                                           656,322
            8,000   Nichii Co Ltd                                                                                             86,952
            6,000   Nihon Cement Co Ltd                                                                                       41,737
            1,000   Nippon Beet Sugar Manufacturing Co Ltd                                                                     4,182
          109,000   Nippon Chemi-Con Corp *                                                                                  599,130
            3,000   Nippon Denko Co Ltd                                                                                       10,714
            5,000   Nippon Kayaku Co Ltd                                                                                      31,572
            2,000   Nippon Meat Packers Inc                                                                                   26,086
            4,000   Nippon Metal Industry Co Ltd                                                                              14,782
          147,000   Nippon Oil Co Ltd                                                                                        882,563
           13,000   Nippon Piston Ring Co Ltd                                                                                 64,324
           12,000   Nippon Sheet Glass Co Ltd                                                                                 61,488
            8,000   Nippon Suisan Kaisha Ltd *                                                                                37,265
            4,000   Nippon Yakin Kogyo Co Ltd                                                                                 19,875
           46,000   Nissan Fire & Marine Insurance Co Ltd                                                                    298,080
            2,000   Nisshin Flour Milling Co Ltd                                                                              21,324
           22,000   Nissho Iwai Corp                                                                                          99,974
            1,000   Nissin Food Products Co Ltd                                                                               22,152
            7,000   Nitto Boseki Co Ltd *                                                                                     18,985
            5,000   Nitto Denko Corp                                                                                          70,907
           16,000   NSK Ltd                                                                                                   98,546
           46,000   Odakyu Electric Railway Co Ltd                                                                           336,173
           15,000   Okamoto Industries Inc                                                                                    94,871
            7,000   Olympus Optical Co Ltd                                                                                    65,939
            3,000   Ono Pharmaceutical Co Ltd                                                                                141,297
           10,000   Onoda Cement Co Ltd                                                                                       57,657
          223,000   Renown Inc *                                                                                             874,872
           18,000   Ricoh Co Ltd                                                                                             153,346
           47,000   Royal Co Ltd                                                                                             608,147
            4,000   Ryobi Ltd                                                                                                 19,544
           26,000   Sagami Railway Co Ltd                                                                                    120,843
           21,000   Sanden Corp                                                                                              117,820
            4,000   Sankyo Aluminium Industry Co Ltd                                                                          21,738
           30,000   Sanrio Co Ltd                                                                                            350,914
            4,000   Sanwa Shutter Corp                                                                                        35,982
          131,000   Sanyo Securities Co Ltd                                                                                  542,415
           11,000   Sapporo Breweries Ltd                                                                                    100,430
            5,000   SECOM Co Ltd                                                                                             264,997
            9,000   Seino Transportation Co Ltd                                                                              141,608
           10,000   Sekisui Chemical Co Ltd                                                                                   99,374
          217,000   Settsu Corp *                                                                                            786,191
           31,000   Shionogi and Co Ltd                                                                                      262,492
           12,000   Shiseido Co Ltd                                                                                          130,428
            4,000   Shochiku Co Ltd                                                                                           41,820
            4,000   Shokusan Jutaku Sogo Co Ltd *                                                                             18,633
          122,000   Showa Denko *                                                                                            376,337
           30,000   Showa Shell Sekiyu                                                                                       335,386
            5,000   Skylark Co Ltd                                                                                            73,495
            3,000   Snow Brand Milk Products Co Ltd                                                                           20,403
            5,000   Stanley Electric Co Ltd                                                                                   33,125
            7,000   Sumitomo Coal Mining Co Ltd  *                                                                            39,925
            3,000   Sumitomo Forestry Co Ltd                                                                                  41,923
           21,000   Sumitomo Osaka Cement Co Ltd                                                                             103,038
           19,000   Sumitomo Trust & Banking Co Ltd                                                                          220,278
            6,000   Sumitomo Warehouse Co Ltd                                                                                 35,278
           29,000   Taisei Corp                                                                                              186,719
           10,000   Taisho Pharmaceutical Co Ltd                                                                             169,763
            6,000   Taiyo Yuden Co Ltd                                                                                        58,382
            7,000   Takara Shuzo Co Ltd                                                                                       52,896
           24,000   Tanabe Seiyaku Co Ltd                                                                                    183,841
           24,000   Teikoku Oil Co Ltd                                                                                       155,271
           10,000   Terumo Corp                                                                                               80,741
           55,000   Tobu Railway Co Ltd                                                                                      329,072
            7,000   Toei Co Ltd                                                                                               46,809
              700   Toho Co Ltd                                                                                              110,139
            5,000   Tokai Carbon Co Ltd                                                                                       19,719
            8,000   Tokyo Dome Corp                                                                                          143,264
           77,000   Tokyo Electric Co Ltd *                                                                                  320,418
           39,000   Tokyo Rope Manufacturing Co Ltd *                                                                        220,020
            8,000   Tokyo Sowa Bank Ltd                                                                                       36,437
           14,000   Tokyotokeiba Co Ltd                                                                                       65,214
           96,000   Tokyu Construction Co Ltd                                                                                493,887
           71,000   Tokyu Corp                                                                                               451,995
            7,000   Tokyu Department Store Co Ltd                                                                             41,157
           30,000   Toppan Printing Co Ltd                                                                                   360,230
           24,000   Toshiba Tungaloy Co Ltd *                                                                                 99,622
            4,000   Tostem Corp                                                                                              117,178
            6,000   Toto Ltd  *                                                                                               94,405
           11,000   Toyo Engineering Corp                                                                                     64,334
            4,000   Toyo Kanetsu (KK)                                                                                         21,490
           10,000   Toyo Trust & Banking Co Ltd                                                                               86,434
           26,000   Tsugami Corp                                                                                             116,267
            4,000   Tsumura and Co                                                                                            45,132
            1,000   Uni-Charm Corp                                                                                            19,357
          163,000   Victor Co of Japan Ltd *                                                                               1,805,393
            6,000   Wacoal Corp                                                                                               60,866
            3,000   Yamaguchi Bank Ltd                                                                                        49,687
            5,000   Yamaha Corp                                                                                               55,380
            9,000   Yamanouchi Pharmaceutical Co Ltd                                                                         176,078
           21,000   Yamato Transport Co Ltd                                                                                  217,380
            2,000   Yamazaki Baking Co Ltd                                                                                    36,023
           16,000   Yasuda Trust and Banking Co Ltd                                                                          117,095
            7,000   Yokogawa Electric Corp                                                                                    63,982
            4,000   Yoshitomi Pharmaceutical Industries Ltd                                                                   33,580
                                                                                                                          34,364,819
                    NEW ZEALAND - 0.6%
           25,000   Air New Zealand Ltd Class B                                                                               80,765
            4,500   Ceramco Corp Ltd                                                                                           7,126
          658,000   DB Group Ltd *                                                                                           395,969
           15,510   Fernz Corp Ltd                                                                                            51,580
            9,201   Fisher and Paykel Industries Ltd                                                                          23,605
           42,500   Fletcher Challenge Ltd                                                                                    53,843
           14,500   Independent Newspapers Ltd                                                                                48,589
          218,000   Lion Nathan Ltd                                                                                          414,276
            2,500   Steel and Tube Holdings Ltd                                                                               10,214
            8,500   Wilson and Horton Ltd                                                                                     48,459
          250,000   Wilson (Neill) Ltd *                                                                                       1,584
                                                                                                                           1,136,010
                    NORWAY - 4.2%
           11,100   Aker AS Class A                                                                                          146,608
            4,700   Aker AS Class B (Non Voting)                                                                              59,899
           16,000   Bergesen d y AS Class A                                                                                  353,446
            8,000   Bergesen d y AS Class B                                                                                  176,723
          123,700   Den Norske Bank AS Series A *                                                                            326,763
            8,600   Det Norske Luftfartsselskab AS Class B *                                                                 313,529
            6,900   Dyno Industrier AS                                                                                       191,862
           14,700   Elkem AS *                                                                                               183,937
           29,150   Hafslund Nycomed AS                                                                                      585,396
           11,250   Hafslund Nycomed AS Class B                                                                              225,925
            3,050   Kvaerner Industrier AS                                                                                   138,521
            1,200   Kvaerner Industrier AS Class B (Non Voting)                                                               51,905
           14,400   Leif Hoegh and Co AS                                                                                     200,204
           79,750   Norsk Hydro AS                                                                                         3,018,313
           12,430   Norske Skogindustrier AS Series A                                                                        412,836
            6,580   Norske Skogindustrier AS Series B                                                                        208,376
            6,050   Orkla-Borregaard AS Series A                                                                             223,368
            3,650   Orkla-Borregaard AS Series B (Non Voting)                                                                126,301
           46,300   Unitor AS                                                                                                704,506
           13,000   Vard AS Class A *                                                                                         15,463
            9,760   Vital Forsikring AS Series A                                                                              98,001
                                                                                                                           7,761,882
                    SINGAPORE - 5.9%
           42,000   Amcol Holdings Ltd                                                                                        84,617
            6,000   Boustead Holdings Berhad                                                                                  10,391
        2,391,000   Chuan Hup Holdings Ltd                                                                                 2,144,617
           21,000   Fraser and Neave Ltd                                                                                     221,686
          247,000   Hai Sun Hup Group Ltd                                                                                    236,886
           16,500   Haw Par Brothers International Ltd                                                                        34,153
          178,000   Hotel Properties Ltd                                                                                     310,719
          122,000   Inchcape Berhad                                                                                          398,993
          138,888   Jardine Matheson Holdings Ltd  *                                                                       1,277,770
          911,500   Jardine Strategic Holdings Ltd  *                                                                      3,390,780
           47,000   Kulim Berhad                                                                                              67,127
           45,000   Low Keng Huat Singapore Ltd                                                                               23,597
           24,000   Natsteel Ltd                                                                                              55,639
          170,000   Neptune Orient Lines Ltd                                                                                 219,340
          210,000   Parkway Holdings Ltd                                                                                     469,452
           97,000   Prima Ltd                                                                                                371,442
          223,000   Robinson and Co Ltd                                                                                      900,093
           34,000   Straits Trading Co Ltd                                                                                    77,883
          245,000   Times Publishing Ltd                                                                                     652,499
           46,000   Wearne Brothers Ltd                                                                                      104,102
                                                                                                                          11,051,786
                    SPAIN - 6.0%
           11,050   Acerinox SA                                                                                            1,170,367
            7,500   Asland SA                                                                                                100,542
           36,403   Asturiana del Zinc SA *                                                                                  358,532
            9,300   Azucarera de Espana SA                                                                                   240,256
           27,600   Banco Zaragozano SA                                                                                      404,511
              900   Bodegas y Bebidas SA                                                                                      24,622
              225   Bodegas y Bebidas SA (New) *                                                                               6,033
           15,650   Cristileria Espanola SA *                                                                                785,362
           22,000   Empresa Nacional de Celulosa SA *                                                                        592,424
           40,400   Ercros SA *                                                                                               46,106
           19,950   Espanola de Carburos Metalicos SA                                                                        746,963
          138,100   Espanola de Tubos por Extrusion SA *                                                                     115,504
            3,500   Fabricacion de Automoviles Renault de Espana SA                                                          102,046
            3,783   Grupo Anaya SA *                                                                                          94,625
           27,400   Grupo Duro Felguera SA *                                                                                 109,016
          273,700   Huarte SA                                                                                              2,460,328
            1,010   Koipe SA                                                                                                  53,685
          275,820   Sarrio SA *                                                                                            1,218,133
           43,850   Tableros Defibras Series B *                                                                             419,881
           43,850   Tableros Fibras Rights 4/12/95 *                                                                          25,707
          215,000   Uralita SA *                                                                                           2,125,932
                                                                                                                          11,200,575
                    SWEDEN - 5.1%
           65,400   Bilspedition AB Series B *                                                                               256,531
           40,700   Celsius Industrier AB Class B                                                                            900,777
            1,000   Esselte AB Series A                                                                                       13,075
              600   Esselte AB Series B                                                                                        7,927
           28,200   Euroc Industri AB Series A                                                                               618,364
           57,860   Marieberg Tidnings AB Series A                                                                         1,379,069
            3,300   Mo Och Domsjoe AB Series B *                                                                             164,275
           34,600   Pharmacia AB Class B                                                                                     633,823
          138,420   Skandinaviska Enskilda Banken Series A *                                                                 755,984
            3,000   SKF AB Class B *                                                                                          55,364
          295,400   Stena Line AB Class B                                                                                  1,734,032
           46,400   Svenska Handelsbanken Series B                                                                           559,282
            3,600   Svenska Kullagerfabriken AB                                                                               66,192
           64,300   Sydkraft AB Series A                                                                                     998,356
           55,600   Sydkraft AB Series C *                                                                                   742,113
           31,900   Trelleborg AB Series B *                                                                                 440,987
                                                                                                                           9,326,151
                    SWITZERLAND - 9.9%
            1,000   Adia SA *                                                                                                185,476
               50   Ascom Holding AG *                                                                                        54,433
              550   Ascom Holding AG *                                                                                       124,189
            1,290   Baloise Holdings                                                                                       2,392,645
            3,220   Bobst SA (Registered)                                                                                  2,077,336
              625   CIBA-GEIGY AG (Bearer)                                                                                   395,145
              475   CS Holdings (Bearer)                                                                                     196,504
              500   CS Holdings (Registered)                                                                                  41,329
              100   Danzas Holding AG                                                                                         90,722
              350   Elektrowatt AG (Bearer)                                                                                   91,166
               40   Elvia Schweiz Versicherungs                                                                              123,382
              170   EMS-Chemie Holdings AG *                                                                                 509,979
              250   Fischer (George) AG (Registered) *                                                                        58,869
               30   Forbo Holding AG (Bearer)                                                                                 53,466
               40   Forbo Holding AG (Registered)                                                                             36,128
              125   Helvetia Schweizerische Versicherungsgesellschaft                                                         58,969
              150   Hero AG (Bearer)                                                                                          75,844
              500   Hero AG (Registered)                                                                                      64,514
            1,175   Hilti AG, Schaan (Participating Certificate)                                                             862,264
              625   Holderbank Financiere Glarus AG (Bearer)                                                                 461,675
            2,700   Holderbank Financiere Glarus AG (Registered)                                                             411,516
               50   Interdiscount Holding SA (Bearer)                                                                         62,296
            3,350   Interdiscount Holding SA (Participating Certificate)                                                     383,614
            3,350   Interdiscount Holding SA Warrants 11/15/96 *                                                               3,782
              150   Landis and Gyr AG                                                                                         91,327
              930   Magazine zum Globus (Participating Certificate)                                                          573,727
              300   Magazine zum Globus (Registered)                                                                         183,864
               20   Merkur Holding AG                                                                                          5,338
               30   Reisebuero Kuoni AG (Bearer)                                                                             919,318
              700   Reisebuero Kuoni AG (Participating Certificate)                                                        1,100,762
            4,550   Saurer Group Holdings                                                                                  1,434,660
               10   Schindler Holding AG (Bearer)                                                                             65,723
              190   Schindler Holding AG (Participating Certificate)                                                         235,958
              300   Schindler Holding AG (Registered)                                                                        367,727
            1,050   Schweizerische Rueckversicherungsgesellschaft (Bearer)                                                   627,434
              100   Schweizerische Rueckversicherungsgesellschaft (Registered)                                                59,756
               20   SIG AG (Bearer)                                                                                           39,676
               20   SIG AG (Registered)                                                                                       19,354
              450   Sika Finanz AG                                                                                           128,825
            4,600   Sika Finanz AG (Registered)                                                                              229,991
              890   SMH AG (Bearer)                                                                                          475,844
            3,700   SMH AG (Registered)                                                                                      440,103
              280   Societe Generale de Surveillance Holdings Ltd (Bearer)                                                   406,661
              750   Societe Generale de Surveillance Holdings Ltd (Registered)                                               205,032
              175   Sulzer Gebrueder AG                                                                                      110,782
              350   Swiss Bank Corp (Bearer)                                                                                 100,198
              250   Swiss Bank Corp (Registered)                                                                              35,684
            2,150   Swissair AG (Participating Certificate) *                                                                246,200
              630   Union Bank of Switzerland (Bearer)                                                                       526,842
              250   Union Bank of Switzerland (Registered)                                                                    49,796
              400   Winterthur Insurance (Registered)                                                                        194,508
              120   Winterthur Schweizerische Versicherungs-Gesellschaft (Bearer)                                             60,288
               10   Zellweger Luwa AG *                                                                                        6,532
              330   Zurich Versicherungs-Gesellschaft (Bearer)                                                               314,552
              450   Zurich Versicherungs-Gesellschaft (Registered)                                                           432,563
                                                                                                                          18,504,268
                    UNITED KINGDOM - 23.7%
          320,404   AMEC Plc                                                                                                 319,425
          101,926   Amstrad Plc                                                                                              272,585
            6,380   Anglian Water Plc                                                                                         48,411
           55,800   Argyll Group                                                                                             237,971
        1,257,000   ASDA Group Plc                                                                                         1,347,643
            2,700   Associated British Foods                                                                                  24,973
           85,400   Astec (BSR) Plc                                                                                          108,113
           52,590   Barratt Developments Plc                                                                                 137,315
           23,360   Bass Plc                                                                                                 186,863
          135,600   BAT Industries Plc                                                                                       892,654
          129,063   Berisford International Plc                                                                              452,383
           30,300   Boots Co Plc                                                                                             228,474
          351,980   British Aerospace Plc                                                                                  2,623,413
           93,150   Bunzl Plc                                                                                                243,219
          630,125   Burton Group Plc                                                                                         668,085
           11,170   Carlton Communications Plc                                                                               153,604
           26,973   Charter Plc                                                                                              318,419
           49,290   Cobham Plc                                                                                               238,677
          947,025   Costain Group Plc *                                                                                      333,443
           42,968   Dawson International Plc                                                                                  76,154
          149,202   Dixons Group Plc                                                                                         495,820
            2,640   East Midlands Electricity                                                                                 30,372
          133,540   English China Clays Plc                                                                                  714,263
          938,880   Ferranti International Plc *                                                                              11,143
            6,200   First Leisure Corp Plc                                                                                    26,000
        1,018,500   Forte Plc                                                                                              3,868,144
          123,123   Glaxo Plc                                                                                              1,235,261
           78,945   Grand Metropolitan Plc                                                                                   477,844
           97,680   Greenalls Group Plc                                                                                      622,933
           37,302   Greycoat Plc *                                                                                            74,966
           40,734   Hammerson Property Investment and Development Corp Plc                                                   206,593
          116,070   Hazlewood Foods Plc                                                                                      189,185
           86,850   Hillsdown Holdings Plc                                                                                   246,697
        1,601,770   Ladbroke Group Plc                                                                                     4,283,682
           40,843   Laing (John) Plc                                                                                         118,923
            8,859   Laing (John) Plc Class A (Non Voting)                                                                     25,935
        1,266,000   Lasmo Plc *                                                                                            3,075,193
           79,940   Lex Service Plc                                                                                          356,733
           47,740   London Electricity Plc                                                                                   545,444
          223,137   London International Group Plc *                                                                         335,448
        1,007,401   Lonrho Plc                                                                                             2,311,536
           49,420   Manweb Plc                                                                                               619,382
           96,020   Marks & Spencer Plc                                                                                      566,002
           45,117   Marley Plc                                                                                                86,745
           23,500   McAlpine (Alfred) Plc                                                                                     58,385
           43,462   Meyer International Plc                                                                                  213,207
           30,320   Midland Electricity                                                                                      352,173
          212,347   Norcros Plc                                                                                              262,102
           56,240   Northern Electric Plc                                                                                    940,699
          117,400   Northern Foods Plc                                                                                       376,204
           34,838   Northumbrian Water Group Plc                                                                             403,547
           83,160   NORWEB Plc                                                                                             1,044,877
           47,100   Ocean Group Plc                                                                                          205,712
           61,880   Reckitt & Colman Plc                                                                                     614,951
           62,494   Sainsbury Plc                                                                                            404,475
            4,440   Scottish & Newcastle Plc                                                                                  34,885
          148,200   Sears Plc                                                                                                232,174
           23,640   Securicor Group A Plc (Non Voting)                                                                       342,294
           79,880   SEEBOARD Plc                                                                                             546,549
          571,340   Signet Group Plc *                                                                                       158,221
          116,394   Simon Engineering Plc *                                                                                  144,587
           32,569   Smithkline Beecham Plc Class A                                                                           259,498
           25,860   Smithkline Beecham Plc Equity Units                                                                      197,450
           29,080   South Wales Electricity                                                                                  374,354
           19,396   South West Water Plc                                                                                     152,085
           49,760   South Western Electricity Plc                                                                            638,604
              446   Southern Water Plc                                                                                         3,846
           19,350   Storehouse Plc                                                                                            67,977
          171,893   T and N Plc                                                                                              440,660
          841,015   Tarmac Plc                                                                                             1,397,409
          702,869   Taylor Woodrow Plc                                                                                     1,312,462
          400,217   Trafalgar House Plc                                                                                      392,661
           38,469   Trafalgar House Plc Cumulative Convertible Redeemable
                        Preferred 6.00%                                                                                       50,831
          124,550   Transport Development Group Plc                                                                          367,581
           29,505   Unilever Plc                                                                                             546,276
          151,440   United Biscuits Holdings Plc                                                                             800,419
           14,840   Welsh Water Plc                                                                                          139,258
           10,262   Wessex Water Plc                                                                                          44,333
           12,740   Whitbread Plc Class A (Limited Voting)                                                                   108,463
          135,730   Wilson (Connolly) Holdings Plc                                                                           264,187
          373,085   Wimpey (George) Plc                                                                                      711,419
            5,290   Wolseley Plc                                                                                              29,383
                                                                                                                          44,070,266
                    TOTAL STOCK AND EQUIVALENTS (Cost $192,284,532)                                                      183,504,822
 
    PAR VALUE      SHORT-TERM INVESTMENTS - 0.7%
$       1,300,000   Republic Bank of New York Deposit, 6.00% due 3/1/95
                       (at amortized cost)                                                                                 1,300,000
                   TOTAL INVESTMENTS - 99.3%
                    (Cost $193,584,532) * *                                                                              184,804,822

                    Other Assets and Liabilities (net) -  0.7%                                                             1,380,378

                    TOTAL NET ASSETS - 100.0%                                                                 $          186,185,200

                    Notes to the Schedule of Investments:

                    (a)    Security is valued by management (Note 1).

                    (b)    Restricted   security  -  This   security  is  not
                            registered  under the  Securities  Act of 1933. At
                            February 28, 1995,  restricted securities amounted
                            to $690,575 or 0.4% of net assets.

                    *      Non-income producing security.

                    **     The aggregate identified cost for federal income
                           tax  purposes is  $193,590,857  resulting in gross
                           unrealized   appreciation   and   depreciation  of
                           $9,030,569 and $17,816,604,  respectively, and net
                           unrealized depreciation of $8,786,035.

</TABLE>


                    At February 28, 1995, industry sector diversification of the
                    Fund's equity investments was as follows:

<TABLE>
<CAPTION>
                                                                    PERCENTAGE OF
                    INDUSTRY SECTOR                                   NET ASSETS

                    <S>                                                   <C>
                    Services                                              20.6 %
                    Construction                                          14.3
                    Consumer Goods                                         9.2
                    Machinery                                              7.0
                    Retail Stores                                          6.4
                    Oil and Gas                                            6.0
                    Transportation                                         4.8
                    Technology                                             4.4
                    Utilities                                              4.4
                    Banking                                                3.4
                    Primary Processing                                     3.4
                    Metals and Mining                                      2.5
                    Insurance                                              2.4
                    Food and Beverage                                      2.2
                    Miscellaneous                                          7.6

                                                                          98.6 %
</TABLE>

              See accompanying notes to the financial statements.



GMO INTERNATIONAL SMALL COMPANIES FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>

<S>                                                                <C>
ASSETS:
  Investments, at value (cost $192,284,532) (Note 1)               $         183,504,822
  Short-term investments, at amortized cost (Note 1)                           1,300,000
  Foreign currency, at value (cost $4,031,644) (Note 1)                        4,039,541
  Cash                                                                            21,311
  Receivable for investments sold                                              2,170,699
  Receivable for Fund shares sold                                                500,000
  Dividends and interest receivable                                              194,533
  Receivable for open forward foreign currency contracts                          95,026
  Receivable for foreign tax reclaims                                             75,612
  Receivable for expenses waived or borne by Manager (Note 2)                    138,530

    Total assets                                                             192,040,074


LIABILITIES:
  Payable for investments purchased                                            3,724,728
  Payable for Fund shares repurchased                                            984,515
  Payable for open forward foreign currency contracts                            832,161
  Payable to affiliate for management fee  (Note 2)                              180,144
  Accrued expenses                                                               133,326

    Total liabilities                                                          5,854,874


NET ASSETS(equivalent to $11.95 per share based
  on 15,585,433 shares outstanding, unlimited shares authorized)   $         186,185,200

NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         194,013,481
  Undistributed net investment income                                            706,457
  Accumulated net realized gain on investments, foreign currency, forward
    contracts and foreign currency related transactions                          981,267
  Net unrealized depreciation on investments, foreign currency,
    forward contracts and foreign currency related transactions               (9,516,005)

    NET ASSETS                                                     $         186,185,200

</TABLE>

              See accompanying notes to the financial statements.

GMO INTERNATIONAL SMALL COMPANIES FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>

<S>                                                                <C>
INVESTMENT INCOME:
  Dividends (net of foreign tax expense of $535,667)               $   3,626,690
  Interest                                                               234,023

    Total income                                                       3,860,713
EXPENSES:
  Management fee (Note 2)                                              2,184,055
  Custodian fees                                                         384,653
  Audit fees                                                              57,710
  Transfer agent fees                                                     27,223
  Registration fees                                                       14,468
  Stamp duties and transfer taxes                                         13,766
  Legal fees                                                               6,424
  Insurance                                                                2,095
  Trustee fee (Note 2)                                                       877
  Miscellaneous                                                            1,008

    Total expenses                                                     2,692,279

    Less:  expenses waived or borne by Manager (Note 2)               (1,368,080)

    Net expenses                                                       1,324,199

      Net investment income                                            2,536,514

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,  FOREIGN
 CURRENCY,  FORWARD CONTRACTS AND FOREIGN CURRENCY RELATED
 TRANSACTIONS:
    Net realized gain (loss) on:
      Investments                                                     10,513,218
      Foreign currency, forward contracts and foreign
        currency related transactions                                   (865,809)
           Net realized gain                                           9,647,409

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                    (31,174,311)
      Foreign currency, forward contracts and foreign
        currency related transactions                                   (652,541)
           Net unrealized loss                                       (31,826,852)

    Net realized and unrealized loss on investments,
     foreign currency,  forward contracts and foreign
     currency related transactions                                   (22,179,443)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS               $ (19,642,929)

</TABLE>


              See accompanying notes to the financial statements.

GMO INTERNATIONAL SMALL COMPANIES FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>


                                                                                 YEAR ENDED
                                                                  FEBRUARY 28, 1995      FEBRUARY 28, 1994
<S>                                                            <C>                     <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
  Net investment income                                        $           2,536,514   $          1,002,016
  Net realized gain on investments, foreign
    currency, forward contracts and foreign currency
    related transactions                                                   9,647,409              6,068,886
  Change in net unrealized appreciation (depreciation) on
    investments, foreign currency, forward contracts
    and foreign currency related transactions                            (31,826,852)            24,443,182

  Net increase (decrease) in net assets
    resulting from operations                                            (19,642,929)            31,514,084

Distributions to shareholders from:
  Net investment income                                                   (2,988,635)              (829,189)
  Net realized gains                                                     (13,044,663)              (561,334)

                                                                         (16,033,298)            (1,390,523)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                           110,097,988             80,216,853
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                  14,268,183                771,191
  Cost of shares repurchased                                             (35,149,466)           (14,268,984)

  Net increase in net assets resulting
    from Fund share transactions                                          89,216,705             66,719,060

  Total increase in net assets                                            53,540,478             96,842,621

NET ASSETS:
  Beginning of period                                                    132,644,722             35,802,101

  End of period (including undistributed net investment
    income of $706,457 and $599,953, respectively)             $         186,185,200   $        132,644,722


</TABLE>

              See accompanying notes to the financial statements.

GMO INTERNATIONAL SMALL COMPANIES FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>


                                                      YEAR ENDED FEBRUARY 28/29,
                                             1995         1994         1993       1992 *

<S>                                       <C>           <C>          <C>         <C>    
NET ASSET VALUE, BEGINNING OF PERIOD      $  14.45      $  8.91      $  9.62     $ 10.00

Income (loss) from investment operations:
  Net investment income (a)                  0.18         0.15         0.35         0.06
  Net realized and unrealized gain (loss)
   on investments                           (1.52)        5.59        (0.68)       (0.43)

    Total from investment operations        (1.34)        5.74        (0.33)       (0.37)

Less distributions to shareholders from:
  Net investment income                     (0.20)       (0.12)       (0.38)       (0.01)
  Net realized gains                        (0.96)       (0.08)        --           --
     Total distributions                    (1.16)       (0.20)       (0.38)       (0.01)

NET ASSET VALUE, END OF PERIOD            $ 11.95      $ 14.45      $  8.91      $  9.62

TOTAL RETURN (B)                            (9.66%)      64.67%       (3.30%)      (3.73%)

RATIOS/SUPPLEMENTAL DATA:

   Net assets, end of period              $186,185     $132,645     $ 35,802     $24,467
   Net expenses to average
     daily net assets (a)                    0.76%(c)     0.75%        0.75%        0.85%**
   Net investment income to average
     daily net assets (a)                    1.45%        1.50%        4.02%        1.91%**
   Portfolio turnover rate                     58%          38%          20%           1%

*    For the period  from the  commencement  of  operations,  October  15,  1991
     through February 29, 1992.
**   Annualized.
(a)  Net of fees and  expenses  voluntarily  waived or borne by the  Manager  of
     $.08,  $.09, $.09 and $.05 for the fiscal years ended 1995,  1994, 1993 and
     for the period ended February 29, 1992, respectively.
(b)  Calculation  excludes  subscription  and redemption fees. The total returns
     would have been  lower had  certain  expenses  not been  waived  during the
     periods shown.
(c)  Includes  stamp  duties  and  transfer  taxes  not  waived  or borne by the
     Manager, which approximate .01% of average daily net assets.
</TABLE>

              See accompanying notes to the financial statements.

GMO INTERNATIONAL SMALL COMPANIES FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.    SIGNIFICANT ACCOUNTING POLICIES

     The 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 Trust was established as a Massachusetts  Business Trust under
     the  laws of the  Commonwealth  of  Massachusetts  on June  24,  1985.  The
     Declaration of Trust permits the Trustees to create an unlimited  number of
     series  ("Funds"),  each of which issues a separate  series of shares.  The
     following  is a summary of  significant  accounting  policies  consistently
     followed by the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Securities  which are primarily  traded on foreign  exchanges are generally
     valued  at the  preceding  closing  values  of  such  securities  on  their
     respective  exchanges,  and  those  values  are then  translated  into U.S.
     dollars  at  the  current  exchange  rate.  Short-term  investments  with a
     remaining maturity of sixty days or less are valued at amortized cost which
     approximates  market  value.  Other  assets  and  securities  for  which no
     quotations are readily  available are valued at fair value as determined in
     good faith by the Trustees.

     FOREIGN CURRENCY TRANSLATION
     The  accounting  records of the Fund are  maintained in U.S.  dollars.  The
     market values of foreign  securities,  currency holdings,  other assets and
     liabilities are translated to U.S. dollars based on the prevailing exchange
     rates  each  business  day.  Income  and  expenses  denominated  in foreign
     currencies  are  translated  at prevailing  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
     net exchange gains and losses on disposition of foreign  currencies and the
     difference between the amount of investment income and foreign  withholding
     taxes recorded on the Fund's books and the U.S. dollar  equivalent  amounts
     actually received or paid.

     FORWARD CURRENCY CONTRACTS
     The Fund may enter into  forward  currency  contracts  in  connection  with
     planned  purchases or sales of securities or to hedge the currency exposure
     associated with some or all of the Fund's portfolio  securities.  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 and the change
     in value is  recorded  by the Fund as an  unrealized  gain or loss.  When a
     forward currency  contract is  extinguished,  through delivery or offset by
     entering into another forward currency  contract with the same broker,  the
     Fund records a realized  gain or loss equal to the  difference  between the
     value  of the  contract  at the  time it was  opened  and the  value of the
     contract at the time it was  extinguished  or offset.  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 the value of the currency  changes  unfavorably  to the
     U.S.  dollar.  The U. S.  dollar  value  of the  currencies  the  Fund  has
     committed  to sell is shown  under  Note 6,  and  represents  the  currency
     exposure the Fund has acquired or hedged through  currency  contracts as of
     February 28, 1995.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under  Subchapter M of the Internal  Revenue Code of 1986,  as amended (the
     "Code").  It is the  policy of the Fund to  distribute  all of its  taxable
     income,  including any net realized gain on investments  not offset by loss
     carryovers, to shareholders within the prescribed time periods.  Therefore,
     no  provision  for  federal  income or excise  tax is  necessary.  Taxes on
     foreign  interest and dividend income have been withheld in accordance with
     the  applicable  country's  tax treaty  with the United  States.  Dividends
     received by  shareholders of the Fund which are derived from foreign source
     income and foreign taxes paid by the Fund are to be treated,  to the extent
     allowable  under the Code, as if paid and received by the  shareholders  of
     the Fund.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from net investment income  semi-annually,  and net realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder  elects to  receive  cash  distributions.  There is no  premium
     incurred on reinvested distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for foreign currency transactions.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.

<TABLE>
<CAPTION>
           Undistributed Net Investment          Accumulated Net Realized
                      Income                             Gain                     Paid-in Capital
                   <C>                                <C>                                <C> 
                   $558,625                           ($558,625)                         -
</TABLE>

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date,  or when the Fund is  informed  of the
     ex-dividend  date.  Interest  income is recorded on the accrual  basis.  In
     determining the net gain or loss on securities sold, the cost of securities
     is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of Fund  shares  is 1.25%  of the  amount
     invested.  In the  case of cash  redemptions,  the  premium  is .75% of the
     amounts  redeemed.  The Manager may waive such premium to the extent that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All  purchase and  redemption  premiums are paid to and recorded as paid-in
     capital  by the  Fund.  For the year  ended  February  28,  1995,  the Fund
     received  $912,912,  and  $41,963  in  purchase  and  redemption  premiums,
     respectively.  There is no premium for reinvested  distributions or in-kind
     transactions.

     INVESTMENT RISK
     There are  certain  additional  risks  involved  in  investing  in  foreign
     securities  that are not inherent in  investments  of domestic  securities.
     These risks may involve adverse political and economic developments and the
     possible  imposition  of  currency  exchange  blockages  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.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager"), for management and investment advisory services is paid monthly
     at the annual rate of 1.25% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice to the extent that the Fund's annual expenses (including  management
     and custody fees but excluding  brokerage  commissions  and transfer taxes)
     exceed .75% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $877. No  remuneration is paid
     to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended February 28, 1995,  aggregated
     $171,720,430 and $98,589,111, respectively.

4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 12% of the  outstanding  shares of the Fund were held
     by one shareholder.

5.   SHARE TRANSACTIONS

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

<TABLE>
<CAPTION>
                                                    Year Ended          Year Ended
                                                 February 28, 1995   February 28, 1994

<S>                                                   <C>                 <C>      
Shares sold                                            7,848,879           6,240,437
Shares issued to shareholders in reinvestment
 of distributions                                      1,117,555              59,556
Shares repurchased                                    (2,560,141)         (1,140,840)
Net increase                                           6,406,293           5,159,153
Fund shares:
 Beginning of period                                   9,179,140           4,019,987
 End of period                                        15,585,433           9,179,140

</TABLE>



6.   FINANCIAL INSTRUMENTS

     A summary of open  forward  currency  contracts  at February 28, 1995 is as
     follows:

<TABLE>
<CAPTION>

FORWARD CURRENCY CONTRACTS TO SELL                                                                                         

            Settlement                                  Units of             In Exchange for      Net Unrealized
               Date          Deliver                    Currency            (in U.S. Dollars)      Appreciation
                                                                                (Note 1)          (Depreciation)
             <C>           <S>                           <C>                 <C>                    <C>       
              2/1/96       British Pounds                6,000,000           $    9,512,700         $   95,026
              6/1/95       Deutsche Marks                3,872,000                2,364,226           (290,738)
              7/3/95       Deutsche Marks                6,100,000                3,865,653           (321,320)
             12/1/95       Deutsche Marks                4,760,000                3,090,909           (190,718)
              2/1/96       Deutsche Marks                1,450,000                  971,720            (29,385)
                                                                                                      (737,135)
</TABLE>

                                                           * * *


GMO INTERNATIONAL SMALL COMPANIES FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)


     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 80.00% of distributions as net capital gain dividends.



GMO JAPAN FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the Shareholders of GMO Japan Fund (A Series of
GMO Trust)


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 Japan Fund at February  28,
1995, and the results of its  operations,  the changes in its net assets and the
financial  highlights for the periods  presented,  in conformity  with generally
accepted  accounting  principles.   These  financial  statements  and  financial
highlights   (hereafter   referred  to  as  "financial   statements")   are  the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 14, 1995





GMO JAPAN FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>
    SHARES    DESCRIPTION                                                                                     VALUE ($)

<C>           <S>                                                                                                <C>
              STOCK AND EQUIVALENTS - 87.1%
              AUTOMOTIVE - 7.0%
     15,000   Fuji Heavy Industries Ltd *                                                                               54,500
      8,000   Honda Motor Co Ltd                                                                                       120,905
    126,000   Mazda Motor Corp *                                                                                       585,622
    313,000   Nissan Motor Co Ltd                                                                                    2,141,639
     74,000   Toyota Motor Corp                                                                                      1,332,850
                                                                                                                     4,235,516
              BANKING - 4.8%
     54,000   Asahi Bank Ltd                                                                                           631,644
     21,000   Bank of Fukuoka Ltd                                                                                      154,557
     20,000   Bank of Tokyo Ltd                                                                                        293,981
     10,000   Gunma Bank Ltd                                                                                           107,655
     14,000   Hiroshima Bank Ltd                                                                                        79,706
     23,000   Mitsui Trust & Banking Co Ltd                                                                            206,894
     24,000   Sanwa Bank Ltd                                                                                           469,541
     42,000   Sumitomo Trust & Banking Co Ltd                                                                          486,931
     14,000   Tokai Bank Ltd                                                                                           160,861
     42,000   Yasuda Trust and Banking Co Ltd                                                                          307,375
                                                                                                                     2,899,145
              CONSTRUCTION - 7.2%
     11,000   Aoki Corp                                                                                                 60,349
      2,000   Chudenko Corp                                                                                             77,222
      4,000   Daito Trust Construction Co Ltd                                                                           34,367
     56,000   Fujita Corp                                                                                              300,274
     11,000   Haseko Corp                                                                                               58,641
      8,000   Hazama-Gumi Ltd                                                                                           38,921
      4,000   INAX Corp                                                                                                 40,453
     20,000   Kajima Corp                                                                                              177,838
     18,000   Kumagai Gumi Co Ltd                                                                                       89,250
     13,000   Maeda Corp                                                                                               138,606
     30,000   Matsushita Electric Works Ltd                                                                            302,779
     26,000   Mitsubishi Paper Mills Ltd                                                                               151,255
      6,000   Nihon Cement Co Ltd                                                                                       41,737
     20,000   Obayashi Corp *                                                                                          151,131
      7,000   Okumura Corp                                                                                              60,069
     10,000   Onoda Cement Co Ltd                                                                                       57,657
      4,000   Sanwa Shutter Corp                                                                                        35,982
     70,000   Sekisui Chemical Co Ltd                                                                                  695,616
     61,000   Sekisui House Ltd                                                                                        688,267
     15,000   Shimizu Corp                                                                                             149,061
      7,000   Sumitomo Forestry Co Ltd                                                                                  97,821
     33,000   Sumitomo Osaka Cement Co Ltd                                                                             161,917
     78,000   Taisei Corp                                                                                              502,210
      6,000   Tokyu Construction Co Ltd                                                                                 30,868
      4,000   Tostem Corp                                                                                              117,178
      6,000   Toto Ltd  *                                                                                               94,405
                                                                                                                     4,353,874
              CONSUMER GOODS - 10.4%
      6,000   Ajinomoto Co Inc                                                                                          69,562
     13,000   Ezaki Glico Co Ltd                                                                                       115,729
     33,000   Fuji Photo Film Co Ltd                                                                                   707,106
      2,000   Hitachi Maxell Ltd                                                                                        31,261
      6,000   Kao Corp                                                                                                  65,214
      6,000   Katokichi Co Ltd                                                                                         129,186
     26,000   Konica Corp                                                                                              177,631
     93,000   Matsushita Electric Industrial Co Ltd                                                                  1,347,756
      1,700   Nintendo Co Ltd                                                                                           89,571
     11,000   Nippon Meat Packers Inc                                                                                  143,471
     36,000   Nippon Suisan Kaisha Ltd *                                                                               167,693
     18,000   Nisshinbo Industries Inc                                                                                 170,488
      1,000   Nissin Food Products Co Ltd                                                                               22,152
      7,000   Olympus Optical Co Ltd                                                                                    65,939
     14,000   Onward Kashiyama Co Ltd                                                                                  178,252
      5,700   QP Corp                                                                                                   58,708
    217,000   Sanyo Electric Co Ltd                                                                                  1,129,872
     19,000   Snow Brand Milk Products Co Ltd                                                                          129,217
     12,000   Sony Corp                                                                                                521,712
      9,000   Tokyo Style Co Ltd                                                                                       129,496
     43,000   Victor Co of Japan Ltd *                                                                                 476,269
     13,000   Wacoal Corp                                                                                              131,877
      6,000   Yakult Honsha Co Ltd                                                                                      85,089
      5,000   Yamaha Corp                                                                                               55,380
      2,000   Yamazaki Baking Co Ltd                                                                                    36,023
                                                                                                                     6,234,654
              FOOD AND BEVERAGE - 2.6%
     26,000   Asahi Breweries Ltd                                                                                      269,137
         86   Japan Tobacco Inc  *                                                                                     715,739
     36,000   Kirin Brewery Co Ltd                                                                                     372,652
      5,000   Mercian Corp                                                                                              34,160
     11,000   Sapporo Breweries Ltd                                                                                    100,430
      7,000   Takara Shuzo Co Ltd                                                                                       52,896
                                                                                                                     1,545,014
              INSURANCE - 0.4%
     15,000   Dai Tokyo Fire and Marine Insurance Co Ltd                                                                95,958
     15,000   Nichido Fire & Marine Insurance Co Ltd                                                                   107,914
      6,000   Sumitomo Marine & Fire Insurance Co Ltd                                                                   46,706
                                                                                                                       250,578
              MACHINERY - 2.9%
      6,000   Aida Engineering Ltd                                                                                      45,277
     23,000   Aisin Seiki Co Ltd                                                                                       264,272
     45,000   Amada Co Ltd                                                                                             447,182
     15,000   Daikin Industries Ltd                                                                                    112,106
     17,000   Furukawa Electric Co Ltd                                                                                  94,674
     33,000   Komatsu Ltd                                                                                              242,192
     12,000   Koyo Seiko Co Ltd                                                                                        103,100
      2,000   Kurita Water Industries Ltd                                                                               43,683
     16,000   NHK Spring Co Ltd                                                                                         76,683
     15,000   NSK Ltd                                                                                                   92,387
     22,000   Stanley Electric Co Ltd                                                                                  145,748
        690   Sumitomo Rubber Industries Ltd                                                                             5,307
                                                                                                                     1,672,611
              METALS AND MINING - 1.3%
     81,000   Mitsubishi Materials Corp                                                                                381,502
     23,000   Nippon Sheet Glass Co Ltd                                                                                117,851
      7,000   Sumitomo Coal Mining Co Ltd  *                                                                            39,925
      9,000   Toyo Seikan Kaisha Ltd                                                                                   258,061
                                                                                                                       797,339
              OIL AND GAS - 7.3%
      4,900   Arabian Oil Co Ltd                                                                                       206,439
     58,000   Cosmo Oil Co Ltd                                                                                         381,243
     35,000   General Sekiyu (KK)                                                                                      331,867
    100,000   Japan Energy Co Ltd                                                                                      358,160
     41,000   Mitsubishi Oil Co Ltd                                                                                    356,079
     13,000   Mitsui Mining Co Ltd  *                                                                                   59,210
    225,000   Nippon Oil Co Ltd                                                                                      1,350,862
     30,000   Showa Shell Sekiyu                                                                                       335,386
     24,000   Teikoku Oil Co Ltd                                                                                       155,271
     59,000   Toa Nenryo Kogyo (KK)                                                                                    879,458
                                                                                                                     4,413,975
              PHARMACEUTICALS - 2.5%
      7,000   Banyu Pharmaceutical Co Ltd                                                                               72,315
      7,000   Chugai Pharmaceutical Co Ltd                                                                              70,286
      5,000   Dainippon Pharmaceutical Co Ltd                                                                           52,275
     39,000   Fujisawa Pharmaceutical Co Ltd                                                                           444,076
      3,000   Kaken Pharmaceutical Co Ltd                                                                               33,849
      4,000   Kissei Pharmaceutical Co Ltd                                                                             155,271
      3,000   Mochida Pharmaceutical Co Ltd                                                                             60,556
      4,000   Ono Pharmaceutical Co Ltd                                                                                188,396
     10,000   Taisho Pharmaceutical Co Ltd                                                                             169,763
     10,000   Yamanouchi Pharmaceutical Co Ltd                                                                         195,642
      4,000   Yoshitomi Pharmaceutical Industries Ltd                                                                   33,580
                                                                                                                     1,476,009
              PRIMARY PROCESSING - 5.4%
     10,000   Daicel Chemical Industries Ltd                                                                            47,203
     13,000   Daido Steel Co Ltd                                                                                        63,920
     21,000   Dainippon Ink & Chemicals Inc                                                                             91,734
     27,000   Denki Kagaku Kogyo *                                                                                      89,995
     10,000   Kansai Paint Co Ltd                                                                                       52,896
      6,000   Kureha Chemical Industry Co Ltd                                                                           28,135
     51,000   Mitsubishi Gas Chemical Co Inc                                                                           208,530
    253,000   Mitsubishi Kasei Corp                                                                                  1,215,175
     16,000   Mitsubishi Rayon Co Ltd                                                                                   54,159
     27,000   Mitsui Petrochemical Industries Ltd                                                                      190,052
     20,000   Nippon Yakin Kogyo Co Ltd                                                                                 99,374
     43,000   Nisshin Steel Co Ltd                                                                                     180,270
      6,000   Shin-Etsu Chemical Co Ltd                                                                                 96,889
    152,000   Sumitomo Metal Industries Ltd *                                                                          435,837
     58,000   Teijin Ltd                                                                                               271,974
     11,550   Toagosei Chemical Industry Co Ltd                                                                         59,540
     13,000   Toray Industries Inc                                                                                      81,549
                                                                                                                     3,267,232
              PRINTING AND PUBLISHING - 1.9%
     33,000   Dai Nippon Printing Co Ltd                                                                               488,484
      4,000   Kyodo Printing Co Ltd                                                                                     39,335
     49,000   Toppan Printing Co Ltd                                                                                   588,375
                                                                                                                     1,116,194
              REAL ESTATE - 3.5%
     12,000   Daikyo Inc                                                                                                86,828
     10,000   Daiwa Kosho Lease Co Ltd                                                                                  90,161
      7,000   Heiwa Real Estate Co Ltd                                                                                  50,722
     90,000   Mitsubishi Estate Co Ltd                                                                                 908,338
     56,000   Mitsui Fudosan Co Ltd                                                                                    573,304
     28,000   Sumitomo Realty & Development Co Ltd                                                                     152,456
     15,000   Tokyo Tatemono Co Ltd                                                                                     84,157
     32,000   Tokyu Land Corp                                                                                          144,423
                                                                                                                     2,090,389
              RETAIL STORES - 1.3%
      5,000   Hankyu Department Stores Inc                                                                              51,343
     27,000   Marui Co Ltd                                                                                             385,694
      4,000   Matsuzakaya Co Ltd                                                                                        45,960
      7,000   Nichii Co Ltd                                                                                             76,083
      7,000   Tokyu Department Store Co Ltd                                                                             41,157
     13,000   UNY Co Ltd                                                                                               195,124
                                                                                                                       795,361
              SERVICES - 9.1%
      5,000   Canon Sales Co Inc                                                                                       113,348
      5,000   CSK Corp                                                                                                 136,639
     13,000   Daiichi Seiyaku Co Ltd                                                                                   197,816
      1,000   Denny's Japan Co Ltd                                                                                      30,640
      7,000   Eisai Co Ltd                                                                                             106,516
      6,000   Fujita Kanko Inc                                                                                         117,385
      6,000   Green Cross Corp                                                                                          50,184
     10,000   Hanwa Co Ltd *                                                                                            32,503
      3,000   Hoya Corp                                                                                                 64,593
     44,000   Itochu Corp                                                                                              259,158
     11,000   Kamigumi Co Ltd                                                                                           91,093
      6,000   Kokuyo Co Ltd                                                                                            144,713
     12,000   Kyowa Hakko Kogyo Co Ltd                                                                                 116,019
     15,000   Lion Corp                                                                                                 89,126
    105,000   Marubeni Corp                                                                                            479,323
      6,000   Mitsui-Soko Co Ltd                                                                                        41,613
      2,000   Namco Ltd                                                                                                 43,476
      5,000   Nippon Kayaku Co Ltd                                                                                      31,572
     23,000   Nippon Shinpan Co Ltd                                                                                    171,420
     20,000   Nissho Iwai Corp                                                                                          90,886
     14,000   Okamoto Industries Inc                                                                                    88,546
     12,000   Sankyo Co Ltd                                                                                            281,973
      5,000   SECOM Co Ltd                                                                                             264,997
     10,000   Shionogi and Co Ltd                                                                                       84,675
     39,000   Shiseido Co Ltd                                                                                          423,891
      4,000   Shochiku Co Ltd                                                                                           41,820
      5,000   Skylark Co Ltd                                                                                            73,495
     93,000   Sumitomo Corp                                                                                            799,027
      6,000   Sumitomo Warehouse Co Ltd                                                                                 35,278
     26,000   Takeda Chemical Industries Ltd                                                                           301,434
      7,000   Tanabe Seiyaku Co Ltd                                                                                     53,620
     10,000   Terumo Corp                                                                                               80,741
      7,000   Toei Co Ltd                                                                                               46,809
        700   Toho Co Ltd                                                                                              110,139
     10,000   Tokyo Broadcasting System Inc                                                                            135,604
      8,000   Tokyo Dome Corp                                                                                          143,264
     14,000   Tokyotokeiba Co Ltd                                                                                       65,214
      2,000   Uni-Charm Corp                                                                                            38,714
      3,000   Yamaichi Securities Co Ltd                                                                                19,782
                                                                                                                     5,497,046
              TECHNOLOGY - 8.2%
      5,000   Alps Electric Co Ltd *                                                                                    59,521
      4,000   Dainippon Screen Manufacturing Co Ltd *                                                                   26,334
     67,000   Fujitsu Ltd                                                                                              611,707
    177,000   Hitachi Ltd                                                                                            1,548,212
      2,000   Makita Corp                                                                                               31,054
    152,000   Mitsubishi Electric Corp                                                                                 988,106
        300   Murata Manufacturing Co Ltd                                                                                9,906
     60,000   NEC Corp                                                                                                 569,536
      4,000   Omron Corp                                                                                                67,905
     29,000   Ricoh Co Ltd                                                                                             247,058
     11,000   Rohm Co Ltd                                                                                              404,223
      4,000   TDK Corp                                                                                                 165,209
     33,000   Tokyo Electric Co Ltd *                                                                                  137,322
      7,000   Yokogawa Electric Corp                                                                                    63,982
                                                                                                                     4,930,075
              TRANSPORTATION - 10.6%
        189   East Japan Railway Co                                                                                    833,435
     18,000   Fukuyama Transporting Co Ltd                                                                             166,575
     56,000   Hankyu Corp                                                                                              301,434
      5,000   Japan Airport Terminal Co Ltd                                                                             54,345
     32,000   Keihin Electric Express Railway Co Ltd                                                                   185,166
     42,000   Keio Teito Electric Railway Co Ltd                                                                       230,858
     16,000   Keisei Electric Railway Co Ltd                                                                           116,433
    102,000   Kinki Nippon Railway Co Ltd                                                                              817,225
      7,000   Mitsubishi Warehouse & Transportation Co Ltd                                                              99,995
     52,000   Nagoya Railroad Co Ltd                                                                                   249,221
     30,000   Nakkai Electric Railway Co Ltd                                                                           218,622
     70,000   Nippon Express Co Ltd                                                                                    623,156
     46,000   Odakyu Electric Railway Co Ltd                                                                           336,173
     25,000   Sagami Railway Co Ltd                                                                                    116,195
     19,000   Seibu Railway Co Ltd                                                                                     694,270
     20,000   Seino Transportation Co Ltd                                                                              314,684
     56,000   Tobu Railway Co Ltd                                                                                      335,055
     71,000   Tokyu Corp                                                                                               451,995
     22,000   Yamato Transport Co Ltd                                                                                  227,731
                                                                                                                     6,372,568
              UTILITIES - 0.7%
      8,000   Chugoku Electric Power Co Inc                                                                            178,873
      7,600   Kyushu Electric Power Co Inc                                                                             175,436
      2,500   Tohoku Electric Power Co Inc                                                                              60,815
                                                                                                                       415,124

              TOTAL STOCK AND EQUIVALENTS (Cost $54,982,140)                                                        52,362,704

  PAR VALUE   SHORT-TERM INVESTMENTS - 0.8%
$   500,000   Republic Bank of New York Deposit, 6.00% due 3/1/95
                 (at amortized cost)                                                                                   500,000

              TOTAL INVESTMENTS - 87.9%
              (Cost $55,482,140) * *                                                                $               52,862,704

              Other Assets and Liabilities (net) - 12.1%                                                             7,260,459

              TOTAL NET ASSETS - 100.0%                                                             $               60,123,163

              NOTES TO THE SCHEDULE OF INVESTMENTS:

              *      Non-income producing security.

              **     The  aggregate  identified  cost for  federal  income tax
                     purposes  is  $55,672,217  resulting  in  gross  unrealized
                     appreciation and depreciation of $1,547,820 and $4,357,333,
                     respectively,    and   net   unrealized   depreciation   of
                     $2,809,513.

</TABLE>

              See accompanying notes to the financial statements.


GMO JAPAN FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>

<S>                                                                 <C>
ASSETS:
   Investments, at value (cost $54,982,140) (Note 1)                $          52,362,704
   Short-term investments, at amortized cost (Note 1)                             500,000
   Foreign currency, at value (cost $1,195,431) (Note 1)                        1,205,331
   Cash                                                                            48,718
   Receivable for Fund shares sold                                              6,000,000
   Dividends and interest receivable                                              143,040

     Total assets                                                              60,259,793


LIABILITIES:
   Payable to affiliate for management fee  (Note 2)                               43,290
   Accrued expenses                                                                93,340

     Total liabilities                                                            136,630


NET ASSETS(equivalent to $9.12 per share based
   on 6,591,242 shares outstanding, unlimited shares authorized)    $          60,123,163


NET ASSETS CONSIST OF:
   Paid-in capital                                                  $          51,478,963
   Distributions in excess of net investment income                              (401,346)
   Accumulated net realized gain on investments, closed futures
     contracts, foreign currency and foreign currency related
     transactions                                                              11,647,848
   Net unrealized depreciation on investments, foreign
     currency and foreign currency related transactions                        (2,602,302)

     NET ASSETS                                                     $          60,123,163

</TABLE>


              See accompanying notes to the financial statements.


GMO JAPAN FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>

<S>                                                                <C>
INVESTMENT INCOME:
  Dividends (net of foreign tax expense of $636,314)               $    3,606,109
  Interest                                                                 80,066

    Total income                                                        3,686,175

EXPENSES:
  Management fee (Note 2)                                               3,394,922
  Custodian fees                                                          350,102
  Audit fees                                                               57,689
  Stamp duties and transfer taxes                                          34,137
  Transfer agent fees                                                      27,251
  Legal fees                                                               19,563
  Insurance                                                                 5,390
  Trustee fee (Note 2)                                                      2,098
  Registration                                                              1,000
  Miscellaneous                                                               451

    Total expenses                                                      3,892,603

    Less:  expenses waived or borne by Manager (Note 2)                  (113,442)

    Net expenses                                                        3,779,161

      Net investment loss                                                 (92,986)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, CLOSED FUTURES
  CONTRACTS, FOREIGN CURRENCY AND FOREIGN CURRENCY RELATED TRANSACTIONS:
    Net realized gain (loss) on:
      Investments                                                     152,057,790
      Closed futures contracts                                            (65,647)
      Foreign currency and foreign currency related
        transactions                                                     (505,154)
           Net realized gain                                          151,486,989

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                    (156,239,782)
      Foreign currency and foreign currency related transactions         (151,244)
           Net unrealized loss                                       (156,391,026)

    Net realized and unrealized loss on investments,  closed futures
      contracts, foreign currency and foreign currency related
      transactions                                                     (4,904,037)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS               $   (4,997,023)

</TABLE>

              See accompanying notes to the financial statements.


GMO JAPAN FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                                                    YEAR ENDED
                                                                                      FEBRUARY 28, 1995     FEBRUARY 28, 1994
<S>                                                                                     <C>                   <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
  Net investment loss                                                                   $     (92,986)        $     (50,840)
  Net realized gain on investments, closed futures contracts,
    foreign currency and foreign currency related
    transactions                                                                          151,486,989            11,352,587
  Change in net unrealized appreciation (depreciation) on
    investments, foreign currency and foreign
    currency related transactions                                                        (156,391,026)          156,341,625

  Net increase (decrease) in net assets resulting from operations                          (4,997,023)          167,643,372

Distributions to shareholders:
  From net investment income                                                                     --                  (1,074)
  In excess of net investment income                                                             --                (479,900)
  From net realized gains                                                                 (42,616,601)           (6,613,389)
                                                                                          (42,616,601)           (7,094,363)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                                             95,499,568            27,100,000
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                                   41,776,818             7,094,363
  Cost of shares repurchased                                                             (479,890,795)          (50,815,336)

  Net decrease in net assets resulting
    from Fund share transactions                                                         (342,614,409)          (16,620,973)

  Total increase (decrease) in net assets                                                (390,228,033)          143,928,036

NET ASSETS:
  Beginning of period                                                                     450,351,196           306,423,160

  End of period (including distributions in excess of net
    investment income of $401,346 and $370,352,
    respectively)                                                                       $  60,123,163         $ 450,351,196

</TABLE>

              See accompanying notes to the financial statements.


GMO JAPAN FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                        YEAR ENDED FEBRUARY 28/29,
                                           1995         1994          1993           1992         1991 *

<S>                                   <C>           <C>          <C>           <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD  $       11.13 $       7.37 $       7.73 $          9.48 $       10.00

Income (loss) from investment operations:
  Net investment income (loss) (a)             --  (d)       --           0.01          --            (0.01)
  Net realized and unrealized gain (loss)
   on investments                             (1.08)         3.94        (0.36)        (1.74)         (0.39)

    Total from investments                    (1.08)         3.94        (0.35)        (1.74)         (0.40)

Less distributions to shareholders:
  From net investment income                   --             --         (0.01)          --             --
  In excess of net investment income           --           (0.01)         --            --             --
  From net realized gains                     (0.93)        (0.17)                       --             --
  From paid-in capital (c)                     --             --                       (0.01)         (0.12)

    Total distributions                       (0.93)        (0.18)       (0.01)        (0.01)         (0.12)

NET ASSET VALUE, END OF PERIOD         $       9.12 $       11.13 $       7.37 $        7.73        $  9.48

TOTAL RETURN (B)                             (10.62%)       53.95%       (4.49%)      (18.42%)        (3.79%)

Ratios/Supplemental Data:

 Net assets, end of period (000's)     $      60,123 $     450,351 $    306,423 $    129,560       $  60,509
 Net expenses to average
   daily net assets (a)                        0.83%         0.87%        0.88%         0.93%          0.95%**
 Net investment income to average
   daily net assets (a)                       (0.02%)       (0.01%)       0.12%        (0.11%)        (0.32%)**
 Portfolio turnover rate                         60%            8%          17%           25%            11%

*   For the period  from the  commencement  of  operations,  June 8, 1990  through February 28, 1991.
**  Annualized
(a) Net of fees and expenses  voluntarily waived or borne by the Manager of less than $.01 for the year ended February 28,
    1995, and $.01 for each of the other periods presented.
(b) Calculation  excludes  subscription  and  redemption  fees. The total returns would have been lower had certain expenses not
    been waived during the periods presented.
(c) Return of capital for book purposes only. A distribution was required for tax purposes to avoid the payment of
    federal excise tax.
(d) Based on average month end shares outstanding.

</TABLE>

              See accompanying notes to the financial statements.

GMO JAPAN FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS


1.    SIGNIFICANT ACCOUNTING POLICIES

     The GMO Japan 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 Trust was
     established  as a  Massachusetts  Business  Trust  under  the  laws  of the
     Commonwealth  of  Massachusetts  on June 24, 1985. The Declaration of Trust
     permits the  Trustees to create an  unlimited  number of series  ("Funds"),
     each of which  issues a  separate  series of  shares.  The  following  is a
     summary of significant  accounting  policies  consistently  followed by the
     Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Securities  which are primarily  traded on foreign  exchanges are generally
     valued  at the  preceding  closing  values  of  such  securities  on  their
     respective exchanges. Those values are then translated into U.S. dollars at
     the current exchange rate. Short-term investments with a remaining maturity
     of sixty  days or less are  valued at  amortized  cost  which  approximates
     market  value.  Other assets and  securities  for which no  quotations  are
     readily  available  are valued at fair value as determined in good faith by
     the Trustees.

     FOREIGN CURRENCY TRANSLATION
     The  accounting  records of the Fund are  maintained in U.S.  dollars.  The
     market values of foreign  securities,  currency holdings,  other assets and
     liabilities are translated to U.S. dollars based on the prevailing exchange
     rates  each  business  day.  Income  and  expenses  denominated  in foreign
     currencies  are  translated  at prevailing  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
     net exchange gains and losses on disposition of foreign  currencies and the
     difference between the amount of investment income and foreign  withholding
     taxes recorded on the Fund's books and the U.S. dollar  equivalent  amounts
     actually received or paid.

     FUTURES CONTRACTS
     The  Fund  may  purchase  Japanese  futures  contracts.   Japanese  futures
     contracts represent  commitments for future delivery of cash based upon the
     level of a specified  index of equity  securities at a given date. The Fund
     may use futures  contracts to manage its exposure to the stock and currency
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the  underlying  instruments  or hedge other Fund  instruments.
     Upon purchase of a futures  contract,  the Fund is required to deposit with
     its custodian,  in a segregated  account in the name of the futures broker,
     an amount of cash and U.S.  government  obligations in accordance  with the
     initial margin requirements of the broker.  Futures contracts are marked to
     market daily and an  appropriate  payable or  receivable  for the change in
     commitment 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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded. At February 28,
     1995, there were no outstanding futures contracts.

     FORWARD CURRENCY CONTRACTS
     The Fund may enter into  forward  currency  contracts  in  connection  with
     planned  purchases or sales of securities or to hedge the currency exposure
     associated with some or all of the Fund's portfolio  securities.  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 and the change
     in value is  recorded  by the Fund as an  unrealized  gain or loss.  When a
     forward currency  contract is  extinguished,  through delivery or offset by
     entering into another forward currency  contract with the same broker,  the
     Fund records a realized  gain or loss equal to the  difference  between the
     value  of the  contract  at the  time it was  opened  and the  value of the
     contract at the time it was  extinguished  or offset.  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 the value of the currency  changes  unfavorably  to the
     U.S.  dollar.  At February  28,  1995,  there were no  outstanding  forward
     currency contracts.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal  income or excise tax is necessary.  Taxes on foreign  interest
     and dividend  income has been  withheld in accordance  with the  applicable
     country's tax treaty with the United States.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from net investment income  semi-annually,  and net realized
     short-term and long-term  capital  gains,  if any, at least  annually.  All
     distributions  will be paid in  shares of the  Fund,  at net  asset  value,
     unless the shareholder  elects to receive cash  distributions.  There is no
     premium incurred on reinvested distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing  treatments for foreign  currency  transactions  and  redemptions
     in-kind.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.

<TABLE>
<CAPTION>
           Distribution in Excess of Net         Accumulated Net Realized
                 Investment Income                       Gain                     Paid-in Capital
                    <S>                              <C>                            <C>        
                    $61,992                          ($95,036,617)                  $94,974,625

</TABLE>

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date,  or when the Fund is  informed  of the
     ex-dividend  date.  Interest  income is recorded on the accrual  basis.  In
     determining the net gain or loss on securities sold, the cost of securities
     is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .40% of the  amount
     invested.  In the  case of cash  redemptions,  the  premium  is .70% of the
     amount  redeemed.  The Manager may waive such  premium to the extent that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All  purchase and  redemption  premiums are paid to and recorded as paid in
     capital by the Fund. There is no premium for in-kind transactions.  For the
     year  ended  February  28,  1995 the Fund  received  $452,607  in  purchase
     premiums and $361,976 in redemption premiums.

     INVESTMENT RISK
     There are  certain  additional  risks  involved  in  investing  in  foreign
     securities  that are not inherent in  investments  of domestic  securities.
     These risks may involve adverse political and economic developments and the
     possible  imposition  of  currency  exchange  blockages  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.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager"), for management and investment advisory services is paid monthly
     at the annual  rate of .75% of average  daily net  assets.  The Manager has
     agreed to waive a portion  of its fee until  further  notice to the  extent
     that the Fund's annual  expenses  (including  management  fee but excluding
     brokerage  commissions,  transfer taxes and custodian  fees) exceed .75% of
     average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995,  was $2,098.  No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended February 28, 1995,  aggregated
     $247,277,226 and $637,393,069, respectively.

4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 92% of the  outstanding  shares of the Fund were held
     by  two  shareholders,  each  holding  in  excess  of  10%  of  the  Fund's
     outstanding shares.

5.   SHARE TRANSACTIONS

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

<TABLE>
<CAPTION>
                                                                                      Year Ended          Year Ended
                                                                                  February 28, 1995   February 28, 1994
<S>                                                                                   <C>                 <C>
 Shares sold                                                                            8,607,105           3,348,625
 Shares issued to shareholders in reinvestment
  of distributions                                                                      4,075,787             777,039
 Shares repurchased                                                                   (46,537,969)         (5,270,795)

 Net decrease                                                                         (33,855,077)         (1,145,131)

 Fund shares:
  Beginning of period                                                                  40,446,319          41,591,450
  End of period                                                                         6,591,242          40,446,319

</TABLE>

                                                           * * *

GMO JAPAN FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS - (UNAUDITED)


     For the fiscal year ended February 28, 1995,  the Fund has designated  100%
     of distributions as net capital gain dividends.


GMO EMERGING MARKETS FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the  Shareholders of GMO Emerging  Markets Fund
(A Series of GMO Trust)


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 at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 20, 1995




GMO EMERGING MARKETS FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>
           SHARES        DESCRIPTION                                                                           VALUE ($)

                         STOCK AND EQUIVALENTS - 94.2%
                         ARGENTINA - 4.3%
<C>                      <C>                                                                         <C>      
              3,591,376  Acindar Industria Argentina de Aceros SA Class A *                                           1,741,730
              2,657,777  Alpargatas SA *                                                                              1,275,669
                714,000  Astra Cia Argentina                                                                            835,338
                550,791  Atanor Cia Naci *                                                                              671,931
              8,316,007  Cia Celulosa Argentina SA Class B *                                                          1,746,274
                441,794  Ciadea SA                                                                                    2,429,746
                149,954  Corcemar Class B *                                                                             554,802
                252,381  Garovaglio y Zorraquin *                                                                       757,105
                749,900  Indupa SA Industrial y Comercial *                                                             299,945
                254,966  Industrias Petroq Koppers *                                                                    777,607
                 62,740  Juan Minetti SA                                                                                191,347
              1,077,200  Ledesma SA                                                                                   1,184,861
                 67,983  Pirelli Cables Industria *                                                                      71,379
                468,308  Rigolleau Christalerias Preferred *                                                            351,213
              4,886,300  Siderca *                                                                                    2,443,028
                 55,000  YPF Sociedad Anonima ADR                                                                     1,045,000
                                                                                                                     16,376,975
                         BRAZIL - 14.1%
              5,521,000  Acos Villares SA Preferred *                                                                 2,536,148
            199,446,000  Banco de Brasil SA Preferred                                                                 2,584,106
            354,319,000  Banco Estado Sao Paulo Preferred                                                             2,549,928
              2,380,000  Banco Itau SA Preferred                                                                        644,759
            121,940,000  Banco Nacional Preferred                                                                     2,872,556
              2,319,000  Brasinca Industrial SA Preferred *                                                           1,611,555
              7,802,000  Caemi Mineracao e Metalurgica SA Preferred                                                     799,498
              1,836,000  Copene-Petroquimica do Nordeste SA Class A Preferred                                         1,557,010
             56,343,771  Electrobras Class B Preferred                                                               12,409,566
              6,200,000  Electrobras Ordinary                                                                         1,402,120
             17,000,000  Hering Preferred  *                                                                            200,236
              1,300,000  Iochpe Maxion Preferred                                                                        712,014
            147,000,000  Ipiranga Brasileira de Petroleo Preferred                                                    2,287,244
            335,746,000  Olvebra Preferred *                                                                            134,457
            141,700,000  Paranapanema Preferred                                                                       2,169,729
             40,500,000  Petroleo Brasileiro SA Preferred                                                             4,126,802
             42,500,000  Siderurgica de Nacional *                                                                    1,101,296
              2,490,000  Siderurgica de Tubarao Preferred Series B                                                    1,965,018
                 16,000  Telecomunicacoes Brasileiras SA ADR                                                            456,000
            378,731,000  Telecomunicacoes Brasileiras SA Ordinary                                                     9,100,250
             93,200,000  Telecomunicacoes Brasileiras SA Preferred                                                    2,755,383
                249,222  Telecomunicacoes de Sao Paulo SA Preferred                                                      30,676
                                                                                                                     54,006,351
                         CHINA - 0.9%
                722,208  China First Pencil Co Ltd Class B *                                                            202,218
              1,157,033  Kong Wah                                                                                       125,708
              1,100,000  Maanshan Iron & Steel Series H                                                                 220,526
              1,172,900  Shanghai Chlor-Alkali Chemical Co Series B                                                     300,262
              1,490,900  Shanghai Erfangji Textile Machinery Co Ltd Series B                                            292,216
                434,160  Shanghai Hai Xing Shipping Company Ltd Series B                                                260,496
                877,000  Shanghai Hero Co Ltd Series B *                                                                254,330
              1,000,000  Shanghai Petrochemical Co Series H                                                             310,418
                437,800  Shanghai Phoenix Bicycle B  *                                                                  130,464
                612,500  Shenzhen China Bicycle Co                                                                      261,431
                770,000  Shenzhen Konka Electronic B  *                                                                 383,431
                316,000  Sime Darby H.K.                                                                                347,410
              2,200,000  Tianjin Bohai Chemical Industry (Group) Co Ltd Series H *                                      278,859
                                                                                                                      3,367,769
                         CZECH REPUBLIC - 0.1%
                 19,100  Czech Republic Fund Inc                                                                        200,550

                         GREECE - 7.9%
                 25,720  Aktor SA  *                                                                                    393,108
                 34,820  Alpha Leasing (Registered)                                                                     892,472
                 32,400  Aluminum Co of Greece Preferred *                                                            1,710,966
                 11,000  Aluminum Co of Greece (Registered) *                                                           514,767
                 29,200  ATTI-KAT SA *                                                                                  406,181
                750,470  Balkan Export                                                                                  924,712
                236,900  Boutaris Wine Co                                                                             1,169,646
                238,546  Commercial Bank of Greece (Registered)                                                       8,167,595
                 81,329  Credit Bank Athens (Registered)                                                              3,732,626
                 64,270  Ergo Bank SA (Registered)                                                                    2,483,374
                108,880  Etba Leasing (Registered)                                                                    2,056,800
                 87,500  Etma Rayon Manufacturers *                                                                     456,432
                  6,000  Hellas Can Sa Packaging Manufacturers                                                          103,039
                 93,600  Hellenic Technodom SA                                                                        1,707,875
                 13,820  Heracles General Cement (Registered)                                                           121,634
                 32,850  Ionian Bank                                                                                    572,602
                 64,100  Klonatex SA Preferred *                                                                        674,241
                 67,975  National Bank of Greece (Registered)                                                         3,204,372
                  6,250  National Investment Bank for Industrial Development
                             (Registered) *                                                                             135,507
                  3,975  National Mortgage Bank of Greece *                                                              70,823
                 14,500  Petzetakis SA                                                                                   75,326
                 88,750  Petzetakis SA Preferred                                                                        346,738
                 83,800  Shelman  *                                                                                     492,897
                                                                                                                     30,413,733
                         INDIA - 3.0%
                160,000  Arvind Mills Ltd GDR                                                                           580,800
                  7,000  Bajaj Auto GDR 144A *                                                                          161,000
                120,300  Bombay Dyeing & Manufacturing Co Ltd GDR                                                     1,203,000
                 48,000  Garden Silk Mills Ltd  GDR *                                                                   336,000
                 10,000  Grasim Industries GDR (New) 144A                                                               215,000
                 15,500  Grasim Industries Ltd GDS                                                                      333,250
                 25,000  Great Eastern Shipping Co GDR 144A *                                                           190,750
                 91,000  Great Eastern Shipping Co Ltd GDR                                                              694,330
                300,000  Hindustan Development  Corp GDR 144A *                                                         225,000
                 97,000  Hindustan Development  Corp Units  *                                                           145,500
                 40,000  Indian Aluminum 144A                                                                           390,000
                 34,000  Indian Petrochemicals Corporation Ltd GDR *                                                    425,000
                 90,000  Indo Gulf Fertilizers GDR 144A                                                                 184,500
                 68,000  JCT Ltd  GDR Series S *                                                                        892,840
                 85,000  Mahindra Mahindra GDR                                                                          839,800
                 87,400  Morgan Stanley India Fund Inc                                                                  863,075
                 96,200  Reliance Industries Ltd  GDR                                                                 1,563,250
                 55,500  Southern Petrochemicals Industries Corp Ltd GDR                                                541,125
                 43,000  Tube Investment GDR 144A *                                                                     258,000
                  8,000  Usha Beltron GDR 144A                                                                           50,000
                525,000  Videocon International Ltd  GDR *                                                            1,522,500
                                                                                                                     11,614,720
                         INDONESIA - 6.6%
                214,000  Andayani Megah (Foreign Registered)                                                            219,648
                771,500  Astra International   (Foreign Registered)                                                   1,305,267
                522,500  Bank Bali  (Foreign Registered)                                                              1,178,660
              1,056,000  Bank Dagang Nasional  (Foreign Registered)                                                   1,774,690
                414,400  Bank International   (Foreign Registered)                                                    1,016,721
                800,250  Bank Private Development Finance (Foreign Registered)                                          532,537
                 50,000  Cipendawa Farm Enterprise (Foreign Registered)                                                  63,163
                370,000  Ciputra Devlopment (Foreign Registered) *                                                      667,719
                910,000  Dharmala Intiland (Foreign Registered)                                                         646,628
                860,000  Duta Anggada Realty (Foreign Registered)                                                       591,699
                397,500  Gadjah Tunggal (Foreign Registered)                                                            488,693
              1,870,000  Great River Industries  (Foreign Registered)                                                 1,328,784
              3,816,500  Hadtex Indosyntec  (Foreign Registered)                                                      1,980,138
              2,082,100  Indah Kiat Pulp and Paper (Foreign Registered)                                               3,052,933
              2,448,000  Jakarta International Hotel and Development
                             (Foreign Registered)                                                                     2,374,554
                422,000  JAPFA Comfeed (Foreign Registered)                                                             380,781
                221,500  Jaya Real Property (Foreign Registered)                                                        542,133
                223,000  Kawasan Industri Jababeka (Foreign Registered) *                                               379,799
                552,000  Metrodata Electronic (Foreign Registered)                                                      410,918
              2,123,500  Multipolar  (Foreign Registered)                                                             1,269,406
                  3,000  Pabrik Kertas Tjiwi (Foreign Registered)                                                         5,820
                 35,000  Pakuwon Jati (Foreign Registered)                                                               21,712
              1,991,500  Pan Brothers Textile (Foreign Registered) *                                                    741,891
                874,500  Polysindo Eka Perkasa  (Foreign Registered)                                                  1,578,164
              1,258,500  Rig Tenders Indonesia  (Foreign Registered)                                                    292,496
                156,000  Semen Gresik  (Foreign Registered)                                                             721,408
                  2,500  Trafindo Perkasa (Foreign Registered)                                                            1,917
              1,690,500  Ungul Indah Corp (Foreign Registered)                                                        1,735,117
                                                                                                                     25,303,396
                         MALAYSIA - 14.8%
                731,000  Amalgamated Steel Mills Berhad                                                               1,116,796
              1,062,000  Berjaya Industrial Berhad                                                                      807,083
                 94,000  Berjaya Leisure Berhad                                                                          87,639
                238,000  Cement Industries of Malaysia Berhad                                                           722,554
                152,000  Cold Storage Berhad                                                                            248,892
              2,178,000  Golden Hope Plantations Berhad                                                               3,873,517
              1,144,000  Guinness Anchor Berhad                                                                       1,927,020
              1,243,000  IGB Corp Berhad                                                                              1,071,237
                483,000  Kedah Cement Berhad                                                                            624,385
                912,000  Kuala Lumpur Kepong Berhad                                                                   2,518,696
              2,225,000  Kumpulan Guthrie Berhad                                                                      3,399,275
                239,000  Landmarks Berhad                                                                               395,095
              1,248,000  Malayan Cement Berhad                                                                        1,906,650
              1,169,000  Malayan United Industries Berhad                                                             1,666,893
                530,000  Malayawata Steel                                                                               876,153
                858,000  Malaysia Mining Corp Berhad                                                                  1,364,599
              1,165,000  Malaysian International Ship (Alien Market)                                                  3,194,594
                363,000  Malaysian Tobacco Co Berhad                                                                    568,798
              3,716,000  MBF Capital Berhad                                                                           4,206,930
                218,000  Nestle Malaysia                                                                              1,409,069
              1,302,000  Nylex Berhad                                                                                 2,626,697
                 76,000  Oriental Holdings Berhad                                                                       401,920
              1,055,000  Rashid Hussain Berhad                                                                        2,768,975
                383,000  RJ Reynolds Berhad                                                                             582,133
                353,000  Rothmans of Pall Mall Berhad                                                                 2,364,626
                248,000  Shell Refinery Co                                                                              777,201
              2,753,200  Sime Darby Berhad                                                                            6,686,844
              1,156,000  Sime UEP Properties Berhad                                                                   2,173,656
              1,089,000  Tan Chong Motor Holdings Berhad                                                              1,288,328
                244,000  Tenaga Nasional Berhad                                                                         974,949
              1,196,000  Tractors Malaysia Holdings Berhad                                                            1,546,097
              1,135,600  UMW Holdings Berhad                                                                          2,802,578
                133,600  UMW Holdings Berhad Warrants (a) *                                                              30,616
                                                                                                                     57,010,495
                         MEXICO - 12.2%
              6,680,000  Aerovias de Mexico SA de CV CPO                                                                372,051
                159,300  Celanese Mexicana SA Class A                                                                 2,094,425
                160,000  Cementos de Mexico SA de CV                                                                    403,983
              1,885,400  Cydsa SA Class A *                                                                           3,054,825
              1,605,000  Fomento Economico Mexicano SA de CV                                                          2,432,557
                106,000  Grupo Carso A1  *                                                                              393,587
                290,000  Grupo Embotellador de Mexico SA                                                                964,219
              2,800,600  Grupo Financiero Banamex Accival SA de CV Class C                                            2,410,643
             18,602,000  Grupo Financiero Bancomer SA de CV Class C                                                   3,390,744
                 60,400  Grupo Financiero Invermex Series L                                                              37,718
                992,000  Grupo Financiero Invermexico Class B                                                           617,803
                123,000  Grupo Financiero Serfin Class L                                                                102,552
                833,700  Grupo Financiero Serfin SA de CV Class B                                                       745,757
              2,050,000  Grupo Gigante SA *                                                                             366,749
                921,000  Grupo Industrial Alfa SA                                                                     6,777,316
                880,213  Grupo Mexico Class B                                                                         2,344,263
                 90,886  Grupo Mexico Class B Warrants 8/9/01 *                                                         168,734
                434,000  Grupo Posadas SA de CV Series L *                                                              167,008
                220,000  Grupo Posadas SA de CV *                                                                        92,827
                  4,690  Grupo Sidek SA de CV Class B *                                                                   2,454
              2,430,000  Grupo Situr SA de CV *                                                                         926,886
                 46,000  Grupo Tribasa SA ADR *                                                                         270,250
                109,100  Industrias Penoles SA de CV                                                                    220,225
                157,000  Sears Roebuck de Mexico SA *                                                                   423,966
                188,000  Telefonos de Mexico ADR Series L                                                             5,193,500
              1,441,900  Telefonos de Mexico SA Class L                                                               2,024,744
              1,133,100  Tubos de Acero de Mexico SA *                                                                3,805,686
              1,549,400  Vitro SA                                                                                     4,963,310
                223,000  Vitro SA ADR                                                                                 1,979,125
                                                                                                                     46,747,907
                         POLAND - 1.0%
                 59,500  Bank Rozwoju Eksportu SA  *                                                                    744,582
                 11,300  Bank Slaski SA *                                                                               388,638
                310,000  Elektrim SA                                                                                  1,091,866
                 67,500  Exbud Sa  *                                                                                    335,640
                100,350  Polifarb Cieszyn  *                                                                            374,239
                 66,000  Vistula *                                                                                      317,242
                311,000  Wielkopolski *                                                                                 618,572
                                                                                                                      3,870,779
                         PORTUGAL - 5.8%
                171,700  Banco Chemical (Registered)                                                                  1,810,834
                 91,500  Banco Comercial Portugues SA *                                                               1,147,149
                140,100  Banco De Fomento Exterior SA                                                                 1,232,843
                212,800  Banco Espirito Santo e Commercial de Lisboa (Registered)                                     3,503,905
                  5,400  Banco Portugues do Atlantico SA (Registered)                                                    96,817
                337,100  Banco Totta & Acores (Registered)                                                            6,888,248
                142,000  Banif Banco Internacional Funchal                                                            1,338,483
                 15,400  Cel-Cat Fabrica Nacional de Condutores Electricos SA                                           274,179
                 27,000  CIMPOR Cimentos de Portugal SA (Registered)                                                    483,194
                 19,000  Crisal Cristais Alcob *                                                                        286,799
                 30,200  Efacec (New) *                                                                                 357,720
                 37,200  Empresa Fabril de Maquinas Electricas *                                                        440,635
                 44,500  Fisipe Fibra Sint                                                                              366,656
                 32,200  Investimentos Participacoes e Gestao SA                                                        741,596
                 33,800  Modelo Supermercados SA                                                                      1,020,400
                  2,000  Radio Marconi SA (Registered)                                                                   79,758
                 23,800  Soja de Portugal Sociedada Gest (Bearer)                                                       313,915
                 60,700  Sonae Investimentos                                                                          1,377,571
                 16,200  Unicer Uniao Cervejeira SA (New) *                                                             238,020
                 16,200  Unicer Uniao Cervejeira SA (Registered)                                                        238,020
                                                                                                                     22,236,742
                         SOUTH AFRICA - 9.9%
                 58,400  AECI Ltd                                                                                       402,759
                329,700  Amalgamated Bank of South Africa                                                               943,203
                106,800  Anglo-American Corp of South Africa Ltd                                                      5,285,441
                  4,200  Anglovaal N                                                                                    110,498
                188,000  Barlow Ltd                                                                                   1,740,741
                204,300  De Beers Centenary Link (Units)                                                              4,252,989
                 51,000  De Beers Cons Mines Ltd ADR                                                                  1,058,250
                408,700  Deelkraal Gold Mining Co Ltd                                                                   360,157
                193,800  Del Monte Royal Foods Ltd                                                                      321,762
                 54,400  Elandsrand Gold Mining Co Ltd                                                                  274,432
                 58,500  Engen Ltd                                                                                      414,655
                 48,500  Financiere Richemont AG                                                                        449,074
                 90,000  First National Bank Holdings                                                                   488,506
                321,900  Free State Consolidated Gold Mines                                                           3,741,111
                290,400  Genbel Investments Ltd                                                                         623,080
                 19,700  Harmony Gold Mining *                                                                          166,054
                 27,000  Hartebeestfontein Gold Mining Co Ltd                                                           106,897
                 35,200  Impala Platinum Holdings Ltd                                                                   728,276
                 21,200  Johannesburg Consol Investment Co                                                              519,847
                 62,200  Kloof Gold Mining Company                                                                      722,886
                114,400  Liblife Strategic Investments Ltd                                                              315,586
                120,800  Loraine Gold Mines Ltd.  *                                                                     431,980
                 97,500  Malbak Ltd                                                                                     510,536
                108,200  Pick'N Pay Stores Ltd                                                                          221,098
                226,700  Randfontein Estates Gold Mining Co Ltd                                                       1,606,877
                249,300  Rembrandt Group Ltd                                                                          1,671,552
                 81,200  Sappi Ltd                                                                                    1,389,630
                252,705  Sasol Ltd                                                                                    1,888,026
              3,378,576  South African Iron & Steel Industrial Corp Ltd                                               3,693,565
                 24,600  Standard Bank Investment Corp Ltd                                                              722,605
                 15,105  Tongaat-Hulett Group Ltd                                                                       150,471
                 13,800  Vaal Reefs Exploration & Mining                                                                944,674
                 22,600  Western Areas Gold Mining Co Ltd                                                               245,338
                 52,400  Western Deep Levels                                                                          1,686,437
                                                                                                                     38,188,993
                         SOUTH KOREA - 4.5%
                 35,892  Boram Bank Co Ltd                                                                              418,168
                  8,860  Central Investment and Finance                                                                 179,523
                 13,215  Cho Hung Bank Co Ltd                                                                           152,291
                 54,110  Daegu Bank                                                                                     705,092
                 63,870  Haitai Confectionery Co Ltd                                                                  1,083,845
                  1,853  Han Shin Construction                                                                           19,242
                 40,000  Han Wha Corp *                                                                                 612,930
                111,176  Hana Bank                                                                                    2,029,228
                 50,407  Hanil Bank                                                                                     591,747
                 14,800  Hannong Corp                                                                                 1,246,375
                 12,950  Hanshin Construction Preferred *                                                                85,278
                 35,000  Kia Motors GDS 144A *                                                                          490,000
                150,814  Korea First Bank                                                                             1,715,601
                 38,632  Korea Fund                                                                                     753,324
                 38,325  Korea Long Term Credit Bank                                                                  1,049,794
                    445  Kumho Construction and Engineering *                                                             6,424
                 34,000  Kwang Ju Bank                                                                                  400,431
                 17,500  Kwangju Investment & Finance Co Ltd                                                            498,639
                  3,787  Kyungki Bank Ltd                                                                                36,928
                 28,041  Sam Hee Investment and Finance Co Ltd                                                          340,902
                 33,400  Shin Han Investment and Finance Co Ltd                                                         647,147
                 16,622  Shin Poong Paper Manufacturing                                                               1,081,961
                109,800  Shinhan Bank                                                                                 2,248,421
                 20,161  Shinhan Bank (New) *                                                                           412,845
                  7,387  Shinhan Investment and Finance Preferred                                                        85,128
                  6,300  Sung Bo Chemical Co                                                                            195,466
                  5,000  Tongyang Nylon                                                                                 174,128
                                                                                                                     17,260,858
                         SRI LANKA - 0.1%
                 32,600  Hayleys Ltd  *                                                                                 126,640
                 57,000  John Keells Holdings Ltd *                                                                     238,832
                 13,000  National Development Bank  *                                                                    84,927
                                                                                                                        450,399
                         TAIWAN - 3.7%
                 15,034  Asia Cement Corp GDR                                                                           330,748
                 34,200  Chia Hsin Cement GDR                                                                           504,450
                101,300  China Steel Corp GDS                                                                         2,026,000
                 12,000  President Enterprises Corp GDS *                                                               213,000
                836,600  R O C Taiwan Fund *                                                                          9,307,175
                 93,493  Tuntex Distinct Corp GDR 144A *                                                              1,075,170
                 57,853  Tuntex Distinct Corp GDR *                                                                     665,310
                  6,731  Tuntex Distinct Corp GDS (New) 144A  *                                                          77,407
                  4,165  Tuntex Distinct Corp GDS (New) *                                                                47,898
                                                                                                                     14,247,158
                         THAILAND - 2.8%
              1,517,000  Bangkok Rubber Public Co Ltd  (Foreign Registered)                                           1,607,631
                  1,460  Bangkok Land Public Co Ltd Warrants 12/31/96
                            (Foreign Registered) (a) *                                                                       59
                357,000  Bank of Ayudhya Public Co Ltd (Foreign Registered)                                           1,545,950
                 11,500  Carpets International Thailand Public Co Ltd (Foreign Registered)                               45,188
                267,900  CP Feedmill Public Co Ltd (Foreign Registered)                                               1,815,361
                549,700  GFPT Co Ltd (Foreign Registered) *                                                             330,613
                694,700  NEP Realty and Industry Co Ltd  (Foreign Registered) *                                         369,077
                533,200  Padaeng Industry Co Ltd (Foreign Registered)                                                   932,566
                441,000  Prasit Development Public Co Ltd (Foreign Registered)                                          831,075
                675,000  Saha Union Public Co Ltd (Foreign Registered)                                                  967,572
                695,600  Siam City Bank Public Co Ltd (Foreign Registered)                                              760,028
                125,000  Thai Farmers Bank Public Co Ltd (Foreign Registered)                                         1,032,478
              2,705,500  Unicord (Foreign Registered) *                                                                 705,122
                                                                                                                     10,942,720
                         TURKEY - 1.4%
                900,000  Adana Cimento Sanayi  *                                                                        385,404
                392,000  Akal Tekstil                                                                                    74,712
             11,665,000  Eregli Demir ve Celik Fabrikalari Turk Anonim Sirketi                                        1,280,476
              5,495,000  Goltas Cimento AS (a) (b)*                                                                     994,270
                600,000  Mardin Cimento                                                                                 155,609
             26,263,600  Yapi ve Kredi Bankasi AS                                                                     2,249,355
                                                                                                                      5,139,826
                         VENEZUELA - 1.1%
                320,666  Ceramic Carabobo Class A ADR                                                                   240,500
                650,000  Ceramic Carabobo Class B ADR                                                                   487,500
                  9,200  Mantex SAICA ADR                                                                                58,604
                174,975  Siderurgica Venezolana Sivensa                                                                  56,011
              1,028,000  Siderurgica Venezuela ADR                                                                    1,285,000
                 82,500  Sudamtex ADR                                                                                   443,025
                120,000  Venezolana de Cementos                                                                         197,897
                  2,333  Venezolana de Prerreducidos Caroni GDS                                                          13,648
                527,000  Venezolano de Pulpa y Papel GDS 144A                                                         1,512,490
                                                                                                                      4,294,675

                         TOTAL STOCK AND EQUIVALENTS (Cost $454,651,201)                                            361,674,046

         PAR VALUE       CONVERTIBLE BONDS - 1.6%
                         India - 0.3%
USD             500,000  Essar Gujarat Ltd, 5.50% due 8/5/98                                                            650,000
USD             700,000  Sterlite, 3.50% due 6/30/99                                                                    591,500
                                                                                                                      1,241,500
                         TAIWAN - 0.9%
USD             400,000  Far East Department Stores, 3.00% due 7/06/01, 144A                                            338,000
USD             750,000  Formosa Chemical and Fiber, 1.75% due 7/19/01                                                  731,250
USD             500,000  Formosa Chemical and Fiber, 1.75% due 7/19/01, 144A                                            487,500
USD             300,000  Nan Ya Plastics Corp, 1.75% due 7/19/01                                                        271,500
USD             650,000  Nan Ya Plastics Corp, 1.75% due 7/19/01, 144A                                                  588,250
CHF             550,000  Pacific Construction, 2.13% due 10/01/98                                                       496,754
USD             500,000  Teco Electric & Machine, 2.75% due 4/15/04 144A                                                420,000
                                                                                                                      3,333,254
                         THAILAND - 0.4%
USD           1,530,000  Bangkok Bank Public Co, 3.25% due 3/3/04                                                     1,281,375
USD             566,000  Bangkok Land Ltd, 4.50% due 10/13/03 (Foreign Registered)                                      404,690
                                                                                                                      1,686,065

                         TOTAL CONVERTIBLE BONDS (Cost $6,967,863)                                                    6,260,819

                         SHORT-TERM INVESTMENT - 1.4%
  $           5,500,000  Republic Bank of New York Deposit, 6.00% due 3/1/95                                          5,500,000

                         TOTAL  SHORT-TERM INVESTMENT (at amortized cost)                                             5,500,000

                         TOTAL INVESTMENTS - 97.2%
                         (Cost $467,119,064) * *                                                                    373,434,865

                         Other Assets and Liabilities (net) -  2.8%                                                  10,823,897

                         TOTAL NET ASSETS - 100.0%                                                   $              384,258,762

                         NOTES TO THE SCHEDULE OF INVESTMENTS:

                         ADR  American Depositary Receipt
                         GDR  Global Depositary Receipt
                         GDS  Global Depositary Shares
                         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 buyers.

                         (a)        Security valued by management (Note 1).

                         (b)        This security has been purchased on a when-issued basis.

                         *          Non-income producing security.

                         **         The aggregate  identified cost for federal
                                    income   tax   purposes   is    $468,048,723
                                    resulting in gross  unrealized  appreciation
                                    and    depreciation   of   $12,705,789   and
                                    $107,319,647,    respectively,    and    net
                                    unrealized depreciation of $94,613,858.

                         The principal amount of each security is stated in currency in which the security
                         is denominated:  USD - United States Dollar  CHF - Swiss Franc

</TABLE>

               At February  28, 1995,  industry  sector  diversification  of the
                Fund's equity investments was as follows:

<TABLE>
<CAPTION>
                                                               Percentage of
               Industry Sector                                 Net Assets

               <S>                                                <C>   
               Banking                                            17.6 %
               Metals and Mining                                  12.8
               Construction                                        6.8
               Financial Services                                  6.1
               Utilities                                           5.9
               Consumer Goods                                      5.8
               Miscellaneous                                       4.8
               Primary Processing                                  4.6
               Telecommunications                                  4.2
               Services                                            5.3
               Oil and Gas                                         3.6
               Investment Companies                                2.9
               Food and Beverage                                   2.6
               Automotive                                          2.2
               Manufacturing                                       2.1
               Insurance                                           1.8
               Transportation                                      1.6
               Chemicals                                           1.4
               Machinery                                           1.1
               Textiles                                            1.0
                                                                  94.2 %
</TABLE>

              See accompanying notes to the financial statements.







GMO EMERGING MARKETS FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>

<S>                                                                <C>
ASSETS:
  Investments, at value (cost $461,619,064) (Note 1)               $         367,934,865
  Short-term investments, at amortized cost (Note 1)                           5,500,000
  Foreign currency, at value (cost $4,279,240) (Note 1)                        4,297,707
  Cash                                                                           267,451
  Receivable for investments sold                                              5,333,892
  Receivable for Fund shares sold                                              8,503,193
  Dividends and interest receivable                                              856,495
  Foreign withholding taxes receivable                                             3,787

    Total assets                                                             392,697,390


LIABILITIES:
  Payable for investments purchased                                            5,191,939
  Payable for Fund shares repurchased                                          2,583,000
  Payable to affiliate for management fee (Note 2)                               303,501
  Accrued expenses                                                               360,188

    Total liabilities                                                          8,438,628


NET ASSETS(equivalent to $9.52 per share based
  on 40,355,453 shares outstanding, unlimited shares authorized)   $         384,258,762

NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         473,471,619
  Accumulated net realized gain on investments, swap contracts
    and foreign currency related transactions                                  4,506,417
  Net unrealized depreciation on investments,
    foreign currency and foreign currency related transactions               (93,719,274)

    NET ASSETS                                                     $         384,258,762

</TABLE>


              See accompanying notes to the financial statements.


GMO EMERGING MARKETS FUND
(A SERIES OF GMO TRUST)


STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995

<TABLE>

<S>                                                                <C>
INVESTMENT INCOME:
  Dividends (net of foreign tax expense of $785,221)               $   5,708,825
  Interest                                                             1,613,039

    Total income                                                       7,321,864
EXPENSES:
  Management fee (Note 2)                                              3,004,553
  Custodian fees                                                         920,828
  Stamp duties and transfer taxes                                        310,532
  IOF fees (Note 1)                                                      228,444
  IPMF taxes (Note 1)                                                    109,156
  Audit fees                                                              68,738
  Registration fees                                                       63,891
  Transfer agent fees                                                     27,189
  Legal fees                                                              15,977
  Insurance                                                                3,598
  Trustee fee (Note 2)                                                       797
  Miscellaneous                                                              802

    Total expenses                                                     4,754,505

      Net investment income                                            2,567,359

REALIZED AND UNREALIZED GAIN (LOSS) ON  INVESTMENTS,
 SWAP CONTRACTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
    Net realized gain (loss) on:
      Investments                                                     11,504,282
      Swap contracts                                                     184,985
      Foreign currency and foreign currency related transactions        (940,628)
           Net realized gain                                          10,748,639
  Change in net unrealized  appreciation (depreciation) on:
      Investments                                                    (99,219,068)
      Foreign currency and foreign currency related transactions           3,250
           Net unrealized loss                                       (99,215,818)

    Net realized and unrealized loss on investments, swap contracts
       and foreign currency related transactions                     (88,467,179)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS               $ (85,899,820)

</TABLE>


              See accompanying notes to the financial statements.



GMO EMERGING MARKETS FUND
(A SERIES OF GMO TRUST)


STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                     YEAR ENDED              PERIOD ENDED
                                                                 FEBRUARY 28, 1995        FEBRUARY 28, 1994*
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                           <C>                      <C>
Operations:
  Net investment income                                       $           2,567,359    $             136,972
  Net realized gain on investments, swap contracts
    and foreign currency related transactions                            10,748,639                  604,768
  Net unrealized appreciation (depreciation) on investments,
    foreign currency and foreign currency related
    transactions                                                        (99,215,818)               5,496,544

  Net increase (decrease) in net assets
    resulting from operations                                           (85,899,820)               6,238,284

Distributions to shareholders from:
  Net investment income                                                  (2,332,870)                 (17,227)
  Net realized gains                                                     (7,201,224)              -

                                                                         (9,534,094)                 (17,227)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                          374,416,514              111,221,997
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                  8,065,981                    2,038
  Cost of shares repurchased                                            (17,198,392)              (3,036,519)

  Net increase in net assets resulting
    from Fund share transactions                                        365,284,103              108,187,516

  Total increase in net assets                                          269,850,189              114,408,573

NET ASSETS:
  Beginning of period                                                   114,408,573               -

  End of period (including undistributed net
    investment income of $0 and
    $235,005, respectively)                                   $         384,258,762    $         114,408,573

* Period from  December 9, 1993  (commencement  of  operations)  to February 28, 1994.

</TABLE>

              See accompanying notes to the financial statements.



GMO EMERGING MARKETS FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>


                                                                       PERIOD FROM DECEMBER 9, 1993
                                                     YEAR ENDED      (COMMENCEMENT OF OPERATIONS) TO
                                                  FEBRUARY 28, 1995         FEBRUARY 28, 1994

<S>                                                  <C>                     <C>       
NET ASSET VALUE, BEGINNING OF PERIOD                 $   12.13               $    10.00

Income (loss) from investment operations:
  Net investment income (a)                               0.05                    0.02
  Net realized and unrealized gain (loss)
   on investments                                        (2.37)                   2.11

    Total from investment operations                     (2.32)                   2.13

Less distributions to shareholders from:
  Net investment income                                  (0.07)                  (0.00)(c)
  Net realized gains                                     (0.22)                                            --

    Total distributions                                  (0.29)                  (0.00)

NET ASSET VALUE, END OF PERIOD                       $    9.52              $    12.13

TOTAL RETURN (B)                                        (19.51%)                 21.35%


RATIOS/SUPPLEMENTAL DATA:

 Net assets, end of period (000's)                   $   384,259            $  114,409
 Net expenses to average
   daily net assets                                       1.58%                  1.64%* (a)
 Net investment income to average
   daily net assets                                       0.85%                  0.87%* (a)
 Portfolio turnover rate                                    50%                       2%


*    Annualized.
(a)  Net of fees and expenses  voluntarily waived or borne by the Manager of $.003
     for the period ended February 28, 1994.
(b)  Calculation  excludes  subscription  fees.  The total  return would have been
     lower had certain expenses not been waived during the period shown.
(c)  The per share income distribution was $ 0.004.
</TABLE>

              See accompanying notes to the financial statements.


GMO EMERGING MARKETS FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES

     The 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 Trust was established as a Massachusetts  Business Trust under the laws
     of the  Commonwealth of  Massachusetts on June 24, 1985. The Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Securities  which are primarily  traded on foreign  exchanges are generally
     valued  at the  preceding  closing  values  of  such  securities  on  their
     respective  exchanges,  and  those  values  are then  translated  into U.S.
     dollars  at  the  current  exchange  rate.  Short-term  investments  with a
     remaining maturity of sixty days or less are valued at amortized cost which
     approximates  market  value.  Other  assets  and  securities  for  which no
     quotations are readily  available are valued at fair value as determined in
     good faith by the Trustees.

     FOREIGN CURRENCY TRANSLATION
     The  accounting  records of the Fund are  maintained in U.S.  dollars.  The
     market values of foreign  securities,  currency holdings,  other assets and
     liabilities are translated to U.S. dollars based on the prevailing exchange
     rates  each  business  day.  Income  and  expenses  denominated  in foreign
     currencies  are  translated  at prevailing  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
     net exchange gains and losses on disposition of foreign  currencies and the
     difference between the amount of investment income and foreign  withholding
     taxes recorded on the Fund's books and the U.S. dollar  equivalent  amounts
     actually received or paid.

     FORWARD  CURRENCY  CONTRACTS
     The Fund may enter into  forward  currency  contracts  in  connection  with
     settling planned  purchases or sales of securities or to hedge the currency
     exposure associated with some or all of the Fund's portfolio securities.  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 and
     the change in value is recorded by the Fund as an unrealized  gain or loss.
     When a forward  currency  contract  is  extinguished,  through  delivery or
     offset by entering into another forward currency contract, the Fund records
     a realized  gain or loss equal to the  difference  between the value of the
     contract  at the time it was  opened and the value of the  contract  at the
     time it was extinguished or offset. 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
     the value of the currency  changes  unfavorably to the U.S.  dollar.  As of
     February 28, 1995, there were no outstanding forward currency contracts.

     SWAP AGREEMENTS
     A swap is an agreement to exchange the return  generated by one  instrument
     for the return  generated  by another  instrument.  The Fund  entered  into
     equity  swap  agreements  which  involve a  commitment  by one party in the
     agreement to pay interest in exchange for a market linked return based on a
     notional  amount.  To the extent that the total  return of the  security or
     index  underlying the transaction  exceeds or falls short of the offsetting
     interest  rate  obligation,  the Fund will receive a payment from or make a
     payment  to the  counterparty,  respectively.  Equity  swaps are  marked to
     market daily based upon  quotations  from market makers and the change,  if
     any, is recorded as unrealized gain or loss in the Statement of Operations.
     Payments received or made at the end of measurement  period are recorded as
     realized gain or loss in the Statement of  Operations.  Entering into these
     agreements involves, to varying degrees, elements of credit and market risk
     in  excess  of the  amounts  recognized  on the  Statement  of  Assets  and
     Liabilities.  Such risks  involve the  possibility  that there is no liquid
     market for these  agreements,  that the  counterparty to the agreements may
     default  on its  obligation  to perform  and that there may be  unfavorable
     changes  in  the  price  of  the   security  or  index   underlying   these
     transactions.  As of February  28,  1995,  there were no  outstanding  swap
     agreements.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under  Subchapter M of the Internal  Revenue Code of 1986,  as amended (the
     "Code").  It is the  policy of the Fund to  distribute  all of its  taxable
     income,  including any net realized gain on investments  not offset by loss
     carryovers, to shareholders within the prescribed time periods.  Therefore,
     no  provision  for  federal  income or excise  tax is  necessary.  Taxes on
     foreign  interest and dividend income have been withheld in accordance with
     the applicable country's tax treaty with the United States.

     The Fund was  subject  to a .25%  Imposto  Provisorio  Sobre  Morimentacoes
     Financeiras (IPMF) tax on debits  (withdrawals) for banking transactions in
     Brazil.  This tax was repealed effective January 1, 1995. In addition,  the
     Fund is subject to an Imposto Sobre Operacues  Financeiras  (IOF) tax which
     is imposed on certain investment transactions in Brazil.

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

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from net investment income  semi-annually,  and net realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder  elects to  receive  cash  distributions.  There is no  premium
     incurred on reinvested distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for foreign currency transactions.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.

<TABLE>
<CAPTION>
           Undistributed Net Investment          Accumulated Net Realized
                      Income                             Gain                     Paid-in Capital
                  <S>                                  <C>                               <C>                  
                  ($469,494)                           $469,494                          -
</TABLE>

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date,  or when the Fund is  informed  of the
     ex-dividend  date.  Interest  income is recorded on the accrual  basis.  In
     determining the net gain or loss on securities sold, the cost of securities
     is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The premium on cash purchases of Fund shares is 2% of the amount  invested.
     The Manager may waive such premium to the extent that a transaction results
     in  minimal  brokerage  and  transaction  costs to the Fund.  All  purchase
     premiums are paid to and recorded as paid-in  capital by the Fund.  For the
     year ended  February 28, 1995,  the Fund  received  $7,203,554  in purchase
     premiums.   There  is  no   premium   for  cash   redemptions,   reinvested
     distributions or in-kind transactions.

     INVESTMENT RISK
     There are  certain  additional  risks  involved  in  investing  in  foreign
     securities  that are not inherent in  investments  of domestic  securities.
     These risks may involve adverse political and economic developments and the
     possible  imposition  of  currency  exchange  blockages  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.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager"), for management and investment advisory services is paid monthly
     at the annual  rate of 1% of average  daily net  assets.  The  Manager  has
     agreed to waive a portion  of its fee until  further  notice to the  extent
     that the Fund's annual expenses (including management but excluding custody
     fees,  brokerage  commissions  and transfer  taxes) exceed 1.20% of average
     daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $797. No  remuneration is paid
     to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments,  for the year ended February 28, 1995,  aggregated
     $490,764,611 and $142,687,568, respectively.

4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 15% of the  outstanding  shares of the Fund were held
     by one shareholder.


5.   SHARE TRANSACTIONS

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

<TABLE>
<CAPTION>
                                                                  Period from December 9, 1993
                                               Year Ended         (Commencement of Operations)
                                            February 28, 1995         to February 28, 1994

<S>                                             <C>                         <C>      
Shares sold                                     31,656,227                  9,700,010
Shares issued to shareholders in
 reinvestment of distributions                     708,112                        189
Shares repurchased                              (1,438,354)                  (270,731)
Net increase                                    30,925,985                  9,429,468
Fund shares:
 Beginning of period                             9,429,468                       --
 End of period                                  40,355,453                  9,429,468

</TABLE>


                                                           * * *



GMO GLOBAL HEDGED EQUITY FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995


                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the Shareholders of 
GMO Global  Hedged Equity Fund (A Series of GMO Trust)

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 Hedged Equity Fund at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets  and  the  financial  highlights  for  the  period  from  July  29,  1994
(commencement  of operations) to February 28, 1995, in conformity with generally
accepted  accounting  principles.   These  financial  statements  and  financial
highlights   (hereafter   referred  to  as  "financial   statements")   are  the
responsibility of the Trust'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 generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audit,  which  included  confirmation  of  securities  at  February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received, provides
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 20, 1995





GMO GLOBAL HEDGED EQUITY FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995

<TABLE>
<CAPTION>
       SHARES       DESCRIPTION                                                                                   VALUE ($)
<S>                 <C>                                                                                           <C>
                    STOCK AND EQUIVALENTS - 86.0%
                    AUSTRALIA - 2.8%
           143,967  Australia and New Zealand Banking Group Ltd                                                         505,156
            12,100  Australian Gas Light Co *                                                                            37,997
            54,300  Boral Ltd                                                                                           145,699
           110,000  Bougainville Copper Ltd *                                                                            52,706
            21,600  Burns Philp & Co Ltd                                                                                 51,748
           127,800  Coles Myer Ltd                                                                                      428,645
           176,005  CSR Ltd                                                                                             578,650
           566,400  Fosters Brewing Group Ltd                                                                           496,851
            91,200  Goodman Fielder Ltd                                                                                  83,363
             2,500  Newcrest Mining Ltd                                                                                   9,141
           146,053  News Corp Ltd                                                                                       650,284
            72,798  News Corp Ltd Preferred $.04 *                                                                      288,707
            41,500  Pacific Dunlop Ltd                                                                                   91,469
            40,800  Pasminco Ltd  *                                                                                      42,106
           293,500  Pioneer International Ltd                                                                           705,312
            38,200  QCT Resources Ltd                                                                                    36,607
            59,762  Santos Ltd                                                                                          160,355
            62,100  Schroders Property                                                                                  100,709
            10,100  Smith (Howard) Ltd                                                                                   44,671
            27,200  Southcorp Holdings Ltd                                                                               62,558
            48,200  Stockland Trust Group                                                                               108,013
            44,600  TNT Ltd *                                                                                            63,452
           112,100  Western Mining Corp Ltd                                                                             600,753
           148,200  Westfield Trust Units                                                                               253,450
           107,100  Westpac Banking Corp                                                                                395,533
                                                                                                                      5,993,935
                    AUSTRIA - 1.0%
               100  Allgemeine Baugesellschaft AG                                                                        15,249
               100  Allgemeine Baugesellschaft AG Preferred 7.00%                                                         8,237
               160  Austrian Airlines *                                                                                  27,041
             1,200  Bank Austria AG (Participating Certificate)                                                          42,077
             1,410  Bau Holding AG Preferred (Non Voting) 2.42%                                                          93,539
             1,600  Brau Union AG                                                                                       101,170
               400  Constantia Industrie Holding AG *                                                                    30,732
             2,710  Creditanstalt-Bankverein                                                                            169,778
             2,030  Creditanstalt-Bankverein Preferred 1.65%                                                            123,234
               100  EA-Generali AG                                                                                       25,982
               100  EA-Generali AG Preferred 6.00%                                                                       15,881
               840  EVN Energie-Versorgung Niederoesterreich AG                                                         101,334
               500  Interunfall Versicherungs AG (Bearer)                                                                80,132
               700  Lenzing AG                                                                                           65,067
             1,000  Leykam-Muerztaler Papier und Zellstoff AG *                                                          47,594
               200  Miba Holding AG Series B Preferred 1.34%                                                              8,547
             1,950  OMV AG *                                                                                            189,214
               300  Oesterreichische Brau Beteiligungs AG                                                                17,105
             3,960  Oesterreichische Elektrizitaetswirschafts AG                                                        244,243
             5,060  Oesterreichische Laenderbank AG                                                                     399,079
             1,000  Oesterreichische Laenderbank AG Preferred (Non Voting)                                               48,079
               440  Perlmooser Zementwerke AG                                                                            30,643
             1,300  Radex-Heraklith AG                                                                                   46,846
               600  Steyr-Daimler-Puch AG *                                                                               8,800
               100  Strabag Oesterreich AG                                                                               13,890
               300  Universale Bau AG *                                                                                  17,629
             1,300  Veitsch-Radex AG *                                                                                   34,471
               100  Wiener Allianz Versicherungs AG *                                                                    23,603
               140  Wienerberger Baustoffindustrie AG                                                                    49,497
                                                                                                                      2,078,693
                    belgium - 0.2%
             1,010  Banque Bruxelles Lambert NPV                                                                        144,489
                20  Banque Nationale de Belgique                                                                         25,060
               200  Barco NV                                                                                             15,036
               650  Electrabel NPV                                                                                      127,292
             1,080  Groupe Bruxelles Lambert NPV                                                                        131,202
               160  Petrofina SA Bruxelles                                                                               47,053
                50  Reunies Electrobel et Tractionel SA                                                                  15,136
                50  Solvay SA Act                                                                                        25,807
                                                                                                                        531,075
                    CANADA - 0.8%
             1,400  Abitibi-Price Inc                                                                                    18,365
             3,900  Air Canada Inc *                                                                                     21,024
             1,600  Alberta Energy Ltd                                                                                   21,851
             6,100  Bank of Montreal                                                                                    118,931
             7,490  Bank of Nova Scotia                                                                                 148,050
               600  BC Telecom Inc                                                                                       10,728
             1,010  BCE Inc                                                                                              31,398
            12,500  Canadian Imperial Bank of Commerce                                                                  305,481
             3,900  Cominco Ltd *                                                                                        62,372
               600  Dofasco Inc                                                                                           7,439
             4,800  Domtar Inc *                                                                                         40,970
             2,100  Fletcher Challenge Class A                                                                           28,113
             1,500  Hudsons Bay Co                                                                                       29,245
             3,800  Imasco Ltd                                                                                          115,058
             4,400  Imperial Oil Ltd                                                                                    149,829
             8,100  Inco Ltd                                                                                            217,601
             2,500  Maple Leaf Foods                                                                                     23,136
             9,600  National Bank of Canada                                                                              67,278
             2,000  Noranda Forest Inc                                                                                   15,274
             5,900  Ranger Oil Ltd                                                                                       35,517
             4,180  Royal Bank of Canada                                                                                 86,379
             7,000  Toronto Dominion Bank                                                                               105,660
               800  Transcanada Pipelines Ltd                                                                            10,566
             1,600  United Dominion Inds Ltd                                                                             30,332
                                                                                                                      1,700,597
                    FINLAND - 0.1%
            24,600  Kansallis-Osake-Pankki *                                                                             25,877
             1,000  Kesko OY                                                                                             11,184
               500  Kymmene OY Sh Fria *                                                                                 14,395
               740  OY Nokia AB Preferred 1.54%                                                                         110,619
             6,000  Unitas Bank Ltd Class A *                                                                            19,001
                                                                                                                        181,076
                    FRANCE - 4.6%
               200  Accor SA                                                                                             21,488
               150  Agache Financiere                                                                                    35,263
               190  Air Liquide (Registered)                                                                             27,317
             1,075  Air Liquide                                                                                         154,556
             6,780  Alcatel Alsthom Cie Generale d'Electricite SA                                                       544,033
               500  Axa SA                                                                                               21,517
            36,220  Banque Nationale de Paris                                                                         1,600,942
                25  Bongrain SA                                                                                          12,653
               250  Bouygues                                                                                             25,695
             1,000  Carnaudmetalbox SA Act                                                                               32,738
             1,025  Carrefour Supermarche SA                                                                            417,209
             1,950  Casino Guichard Perrachon Act                                                                        53,003
               450  Club Mediterranee SA                                                                                 36,546
            27,785  Compagnie de Suez SA                                                                              1,225,412
             3,560  Credit Commercial de France *                                                                       145,250
               640  Credit Foncier de France (Bearer)                                                                    83,062
             2,050  Credit Local de France SA                                                                           162,502
             8,980  Credit Lyonnais                                                                                     566,855
             1,760  Credit National SA                                                                                  128,230
               250  Dassault Electronique SA *                                                                           18,457
             1,200  Dollfus-Mieg and Cie                                                                                 67,146
             5,125  Elf Sanofi SA                                                                                       267,751
             1,580  Eridania Beghin-Say SA                                                                              230,231
               925  Essilor International                                                                               130,294
                80  Europe 1 Communication (New) *                                                                       17,641
             2,965  Financiere de Paribas SA                                                                            168,729
             3,800  FINEXTEL                                                                                             62,017
             1,530  Groupe Danone                                                                                       219,973
               200  Labinal SA                                                                                           30,076
             2,510  Lafarge Coppee SA (Bearer)                                                                          161,416
               450  Lefebvre (Jean) Entreprises                                                                          27,890
             3,400  LVMH Moet Hennessy Louis Vuitton                                                                    541,675
               625  Lyonnaise des Eaux                                                                                   52,943
            12,870  Michelin SA Class B *                                                                               512,850
             1,600  Pechiney International SA                                                                            39,013
             2,470  Pechiney International SA Preferred 3.43%                                                           165,562
             2,545  Pernod-Ricard                                                                                       155,706
             3,195  Peugeot SA *                                                                                        434,525
               150  Radiotechnique                                                                                       16,378
               100  Saint Louis                                                                                          27,239
               200  Saint-Gobain                                                                                         23,470
             3,340  Schneider SA                                                                                        229,069
               375  SEFIMEG                                                                                              24,174
               550  SIMCO                                                                                                43,491
             3,680  Societe Generale d 'Entreprise SA                                                                   123,691
             1,110  Societe Generale Paris                                                                              105,350
               940  SOVAC SA                                                                                             66,934
             6,710  Thomson CSF *                                                                                       165,697
             2,910  Total SA Class B                                                                                    160,398
             1,100  UAP Co                                                                                               25,069
             3,800  Worms et Compagnie SA                                                                               183,835
                                                                                                                      9,792,961
                    GERMANY - 4.6%
               150  AEG AG                                                                                               14,572
               660  Bankgesellschaft Berlin AG                                                                          151,244
             9,690  Bayer AG                                                                                          2,371,574
             1,140  Bayerische Hypotheken-und Wechselbank AG                                                            300,831
               230  Bayerische Hypotheken-und Wechselbank AG (New)                                                       59,200
             1,490  Bayerische Motorenwerke AG                                                                          772,121
             3,710  Bayerische Vereinsbank AG                                                                         1,101,270
                50  Beiersdorf AG (Bearer)                                                                               32,986
             2,540  Berliner Handels- und Frankfurter Bank                                                              658,117
               590  Berliner Kraft und Licht AG Class A                                                                 116,165
                50  Boss (Hugo) AG Preferred 3.84%                                                                       35,037
             1,300  Bremer Vulkan Verbund AG *                                                                           78,564
             5,350  Commerzbank AG                                                                                    1,232,576
               530  Daimler-Benz AG                                                                                     256,893
               200  Didier-Werke AG *                                                                                    17,570
                50  Douglas Holding AG                                                                                   16,237
             3,210  Dresdner Bank AG                                                                                    875,604
               100  Escada AG Preferred (Non Voting) 1.43%                                                               21,672
               100  Gehe AG                                                                                              38,865
                50  Kaufhof AG Preferred (Non Voting) 5.59%                                                              12,682
             1,050  Kloeckner Humboldt-Deutz AG *                                                                        42,352
               350  Kugelfischer George Schaefer AG *                                                                    54,555
               150  Kugelfischer George Schaefer AG Preferred (Non Voting) *                                             21,945
                50  Linotype-Hell AG *                                                                                   11,895
               100  Philips Kommunikations Industrie AG                                                                  34,866
               150  Porsche AG Preferred (Non Voting) *                                                                  65,630
               100  Porsche AG Preferred *                                                                               42,591
               250  Puma AG Preferred (Non Voting) *                                                                     61,442
               150  Rheinelektra AG                                                                                     128,183
               650  RWE AG Preferred (Non Voting)                                                                       168,727
                50  Salamander AG                                                                                        10,853
               400  SAP AG                                                                                              361,784
               540  Siemens AG                                                                                          250,296
               400  Villeroy and Boch AG Preferred (Non Voting)                                                          86,686
             1,150  Volkswagen AG                                                                                       310,938
               300  Volkswagen AG Preferred (Non Voting) 0.79%                                                           62,246
                                                                                                                      9,878,769
                    HONG KONG - 3.4%
            73,000  Cathay Pacific Airways Ltd                                                                          118,024
            55,000  Cross Harbour Tunnel Co Ltd                                                                         108,129
           157,156  Dairy Farm International                                                                            189,038
            74,000  Denway Investments                                                                                    6,126
            44,000  Dickson Concepts International Ltd                                                                   23,902
           275,000  Elec and Eltek International Holdings Ltd                                                            32,012
           175,000  Goldlion Holdings Ltd                                                                                38,932
           153,000  Hang Lung Development Co Ltd                                                                        226,586
             2,600  Hang Lung Development Co Ltd Warrants 10/31/97 *                                                        457
           118,000  Harbour Centre Development Ltd                                                                      132,781
             1,000  Henderson Land Development Co Ltd                                                                     5,575
           140,000  Hong Kong Ferry Co Ltd                                                                              150,294
            31,000  Hong Kong Land Holdings                                                                              59,141
            12,000  Hongkong Aircraft Engineering Co Ltd                                                                 38,647
            18,000  Hongkong and Shanghai Hotels Ltd Preferred 1.95%                                                     20,604
            20,000  Hongkong Electric Holdings Ltd                                                                       59,885
           114,807  Hopewell Holdings Ltd                                                                                87,611
           175,000  Hutchison Whampoa Ltd                                                                               742,417
            56,000  Jardine International Motor Holdings Ltd                                                             61,204
            45,200  Kowloon Motor Bus Co Ltd                                                                             81,262
           118,000  Kumagai Gumi Hong Kong Ltd                                                                           81,653
            92,000  Lai Sun Garment International Ltd                                                                    98,170
            16,000  Lane Crawford International Ltd Series A                                                             24,627
            81,000  Mandarin Oriental                                                                                    95,861
           206,000  National Mutual Asia Ltd                                                                            134,553
            76,000  New World Development Co Ltd                                                                        207,411
            74,000  Playmate Toys Holding                                                                                22,971
         1,088,000  Regal Hotels International Ltd                                                                      209,677
            55,600  San Miguel Brewery Ltd                                                                               48,182
            80,000  Shun Tak Holdings Ltd                                                                                47,597
            12,956  Sino Hotels Holdings Ltd * (c)                                                                        3,351
            51,826  Sino Land Co Ltd                                                                                     41,560
            64,000  South China Morning Post Ltd                                                                         34,767
           319,000  Stelux Holdings International Ltd                                                                    93,866
            18,000  Sun Hung Kai Properties Ltd                                                                         121,063
           350,000  Swire Pacific Ltd Class A                                                                         2,455,862
           106,000  Tai Cheung Holdings Ltd                                                                             100,770
            15,000  Television Broadcasts Ltd                                                                            56,457
           266,000  Wharf Holdings Ltd                                                                                  915,165
            70,000  Wheelock & Co Ltd                                                                                   118,153
            23,000  Wing On International Holdings Ltd                                                                   40,160
            91,000  Winsor Industrial Corp Ltd                                                                          112,404
                                                                                                                      7,246,907
                    ITALY - 2.4%
           181,100  Alitalia Linee Aeree Italiane Class A *                                                              99,285
            83,000  Alitalia Linee Aeree Italiane Class B (Private Placement) * (b)                                      31,231
           285,000  Autostrade Concessioni e Costruzioni SPA Class B Preferred 4.98%                                    356,891
            12,300  Banca Commerciale Italiana SPA                                                                       27,636
           658,340  Banca di Roma                                                                                       582,606
            56,000  Banca Nazionale dell'Agricoltura SPA (Non Convertible)                                               23,756
            17,500  Banca Toscana                                                                                        40,578
           880,400  Banco di Napoli (Non Convertible)                                                                   561,790
           380,000  Bastogi-IRBS SPA *                                                                                   22,996
             2,300  Benetton Group SPA                                                                                   22,049
             3,000  Bonifiche-Siele Finanziaria SPA *                                                                    61,474
            20,000  Caffaro SPA *                                                                                        23,966
            18,500  Cartiere Burgo SPA *                                                                                127,472
            29,970  Cia Italiana dei Grandi Alberghi Cigahotels SPA *                                                    15,964
            30,000  Comau Finanziaria SPA                                                                                47,544
            16,300  Credito Italiano                                                                                     17,482
            24,590  Credito Italiano (Non convertible)                                                                   26,520
            14,000  Danieli and Co SPA (Non Convertible)                                                                 48,316
            19,000  Edison SPA                                                                                           81,965
             9,000  Editoriale l'Espresso SPA                                                                            16,447
             2,500  Ericsson SPA                                                                                         33,703
            86,000  Fiat SPA  *                                                                                         330,552
           163,000  Fiat SPA (Non Convertible)                                                                          392,607
           115,000  Fiat SPA Preferred *                                                                                288,706
             6,750  FIDIS SPA                                                                                            15,227
            54,000  Finmeccanica SPA *                                                                                   48,144
            12,500  Gilardini SPA *                                                                                      31,007
            76,850  Industriali Riunite SPA *                                                                            74,364
            20,420  Istituto Bancario San Paolo                                                                         113,295
            11,750  Italcementi Fabbriche Riunite Cemento SPA                                                            76,597
            35,750  Italcementi Fabbriche Riunite Cemento SPA (Non Convertible)                                         112,884
           325,000  Montedison SPA *                                                                                    237,762
           160,000  Montedison SPA (Non Convertible) *                                                                   97,016
            85,000  Montefibre SPA *                                                                                     70,027
            35,000  Olivetti and Co SPA *                                                                                38,901
            17,000  Olivetti and Co SPA (Non Convertible) *                                                              13,241
            75,000  Parmalat Finanziaria SPA                                                                             66,282
            28,800  Pirelli and Co                                                                                       65,227
            15,000  Pirelli and Co (Non Convertible)                                                                     19,323
            12,000  Rinascente per l'Esercizio di Grandi Magazzini SPA                                                   59,748
             7,000  Rinascente per l'Esercizio di Grandi Magazzini SPA
                        (Non Convertible)                                                                                18,769
             9,000  Rinascente per l'Esercizio di Grandi Magazzini SPA
                        Preferred 5.59%                                                                                  22,379
            20,000  Saipem SPA *                                                                                         35,111
             7,000  Sasib SPA                                                                                            32,505
             4,000  Sasib SPA (Non Convertible)                                                                          10,773
            16,500  Sirti SPA                                                                                           110,725
           131,630  Snia BPD SPA *                                                                                      153,792
            11,000  Societa Italiana per L'Esercizio delle Telecomunicazioni SPA                                         26,495
           115,000  Societa Metallurgica SPA *                                                                           58,568
            27,000  SORIN Biomedica SPA *                                                                                72,717
            36,130  STET SPA                                                                                            100,337
             9,000  Telecom Italia SPA di Rsip                                                                           17,445
             5,700  Tosi (Franco) SPA                                                                                    60,962
                                                                                                                      5,141,159
                    JAPAN - 7.6%
             1,000  Ajinomoto Co Inc                                                                                     11,594
             7,000  Alps Electric Co Ltd *                                                                               83,329
             2,000  Amada Co Ltd                                                                                         19,875
            49,000  Aoki Corp                                                                                           268,827
             1,400  Arabian Oil Co Ltd                                                                                   58,982
             7,000  Asahi Breweries Ltd                                                                                  72,460
            13,000  Banyu Pharmaceutical Co Ltd                                                                         134,299
             1,000  Canon Sales Co Inc                                                                                   22,670
             2,400  Chubu Electric Power Co Inc                                                                          58,382
             2,000  Chugai Pharmaceutical Co Ltd                                                                         20,082
            16,000  Cosmo Oil Co Ltd                                                                                    105,171
             6,000  CSK Corp                                                                                            163,967
             9,000  Dai Nippon Printing Co Ltd                                                                          133,223
             4,000  Dai Tokyo Fire and Marine Insurance Co Ltd                                                           25,589
            38,000  Daicel Chemical Industries Ltd                                                                      179,370
             2,000  Daiichi Seiyaku Co Ltd                                                                               30,433
             3,000  Daikyo Inc                                                                                           21,707
             7,000  Dainippon Ink & Chemicals Inc                                                                        30,578
             5,000  Daiwa House Industry Co Ltd                                                                          72,978
             3,000  Daiwa Kosho Lease Co Ltd                                                                             27,048
                97  East Japan Railway Co                                                                               427,742
             2,000  Eisai Co Ltd                                                                                         30,433
             5,000  Fuji Photo Film Co Ltd                                                                              107,137
            17,000  Fujisawa Pharmaceutical Co Ltd                                                                      193,572
            18,000  Fujita Corp                                                                                          96,517
             1,000  Fujita Kanko Inc                                                                                     19,564
            22,000  Fujitsu Ltd                                                                                         200,859
             5,000  Fukuyama Transporting Co Ltd                                                                         46,271
             5,000  Furukawa Electric Co Ltd                                                                             27,845
            11,000  Gakken Co Ltd *                                                                                      79,706
            10,000  General Sekiyu (KK)                                                                                  94,819
            16,000  Hankyu Corp                                                                                          86,124
            16,000  Hanwa Co Ltd *                                                                                       52,006
            35,000  Haseko Corp                                                                                         186,585
            11,000  Hazama-Gumi Ltd                                                                                      53,517
             2,000  Heiwa Real Estate Co Ltd                                                                             14,492
             8,000  Hitachi Cable Ltd                                                                                    54,656
             7,000  Hitachi Maxell Ltd                                                                                  109,415
             4,000  Hokuriku Bank Ltd                                                                                    26,624
             5,000  Honda Motor Co Ltd                                                                                   75,565
            13,000  INAX Corp                                                                                           131,474
             4,000  Intec Inc                                                                                            51,343
            12,000  Itochu Corp                                                                                          70,680
             6,000  Japan Airport Terminal Co Ltd                                                                        65,214
            29,000  Japan Energy Co Ltd                                                                                 103,866
            24,000  Japan Synthetic Rubber Co Ltd                                                                       135,397
             5,000  Joshin Denki Co Ltd                                                                                  56,933
             3,000  Kamigumi Co Ltd                                                                                      24,843
            38,000  Kankaku Securities Co Ltd                                                                           153,802
             9,000  Keihin Electric Express Railway Co Ltd                                                               52,078
            12,000  Keio Teito Electric Railway Co Ltd                                                                   65,959
             5,000  Keisei Electric Railway Co Ltd                                                                       36,385
            30,000  Kinki Nippon Railway Co Ltd                                                                         240,360
            15,000  Kirin Brewery Co Ltd                                                                                155,271
             6,000  Koito Manufacturing Co Ltd                                                                           44,718
             5,000  Kokusai Kogyo Co Ltd                                                                                 49,221
             1,000  Kokuyo Co Ltd                                                                                        24,119
             8,000  Komatsu Ltd                                                                                          58,713
            78,000  Kumagai Gumi Co Ltd                                                                                 386,750
            21,000  Kurabo Industries Ltd                                                                                78,257
            32,000  Kureha Chemical Industry Co Ltd                                                                     150,054
             3,000  Kyowa Hakko Kogyo Co Ltd                                                                             29,005
            12,000  Maeda Corp                                                                                          127,944
            13,000  Marubeni Corp                                                                                        59,345
            11,000  Marudai Food Co Ltd                                                                                  74,240
            15,000  Marui Co Ltd                                                                                        214,275
            16,000  Matsushita Electric Works Ltd                                                                       161,482
            22,000  Mazda Motor Corp *                                                                                  102,251
             8,000  Meiji Seika Kaisha Ltd                                                                               47,617
            19,000  Mitsubishi Electric Corp                                                                            123,513
            41,000  Mitsubishi Estate Co Ltd                                                                            413,798
            10,000  Mitsubishi Gas Chemical Co Inc                                                                       40,888
            10,000  Mitsubishi Materials Corp                                                                            47,099
            12,000  Mitsubishi Oil Co Ltd                                                                               104,218
            14,000  Mitsubishi Trust & Banking Corp                                                                     198,540
             2,000  Mitsubishi Warehouse & Transportation Co Ltd                                                         28,570
            16,000  Mitsui Fudosan Co Ltd                                                                               163,801
             4,000  Mitsui Mining Co Ltd  *                                                                              18,219
            12,000  Mitsui Petrochemical Industries Ltd                                                                  84,468
            13,000  Mitsui Trust & Banking Co Ltd                                                                       116,940
             1,000  Mochida Pharmaceutical Co Ltd                                                                        20,185
            15,000  Nagoya Railroad Co Ltd                                                                               71,891
             8,000  Nankai Electric Railway Co Ltd                                                                       58,299
            21,000  NEC Corp                                                                                            199,338
            14,000  New Japan Securities Co Ltd                                                                          79,706
            15,000  Nichiei Co Ltd                                                                                       75,151
             6,000  Nichii Co Ltd                                                                                        65,214
            20,000  Nippon Express Co Ltd                                                                               178,045
           142,000  Nippon Oil Co Ltd                                                                                   852,544
            41,000  Nippon Sheet Glass Co Ltd                                                                           210,082
            11,000  Nippon Suisan Kaisha Ltd *                                                                           51,240
            27,000  Nissan Motor Co Ltd                                                                                 184,742
             7,000  Nissho Iwai Corp                                                                                     31,810
            14,000  Nitto Denko Corp                                                                                    198,540
             5,000  NSK Ltd                                                                                              30,796
            13,000  Odakyu Electric Railway Co Ltd                                                                       95,005
             4,000  Okamoto Industries Inc                                                                               25,299
             1,000  Ono Pharmaceutical Co Ltd                                                                            47,099
             3,000  Onoda Cement Co Ltd                                                                                  17,297
            34,000  Renown Inc *                                                                                        133,389
             5,000  Ricoh Co Ltd                                                                                         42,596
             6,000  Royal Co Ltd                                                                                         77,636
             7,000  Sagami Railway Co Ltd                                                                                32,535
             3,000  Sankyo Co Ltd                                                                                        70,493
            17,000  Sanyo Electric Co Ltd                                                                                88,515
             3,000  Sapporo Breweries Ltd                                                                                27,390
             1,000  SECOM Co Ltd                                                                                         52,999
            11,000  Seibu Railway Co Ltd                                                                                401,946
             3,000  Seino Transportation Co Ltd                                                                          47,203
             3,000  Sekisui Chemical Co Ltd                                                                              29,812
            41,000  Sekisui House Ltd                                                                                   462,605
            28,000  Settsu Corp *                                                                                       101,444
            11,000  Shionogi and Co Ltd                                                                                  93,142
            23,000  Shiseido Co Ltd                                                                                     249,987
             8,000  Showa Shell Sekiyu                                                                                   89,436
             1,000  Skylark Co Ltd                                                                                       14,699
             4,000  Sony Corp                                                                                           173,904
             9,000  Sumitomo Corp                                                                                        77,325
            28,000  Sumitomo Metal Industries Ltd *                                                                      80,286
             8,000  Sumitomo Realty & Development Co Ltd                                                                 43,559
            13,000  Sumitomo Trust & Banking Co Ltd                                                                     150,717
            21,000  Taisei Corp                                                                                         135,210
             2,000  Taisho Pharmaceutical Co Ltd                                                                         33,953
            18,000  Takeda Chemical Industries Ltd                                                                      208,685
            15,000  Tanabe Seiyaku Co Ltd                                                                               114,901
            86,000  Teijin Ltd                                                                                          403,271
             7,000  Teikoku Oil Co Ltd                                                                                   45,288
             8,000  The Japan Steel Works Ltd                                                                            22,856
            17,000  Toa Nenryo Kogyo K K                                                                                253,403
            16,000  Tobu Railway Co Ltd                                                                                  95,730
               200  Toho Co Ltd                                                                                          31,468
             2,000  Tokyo Dome Corp                                                                                      35,816
             4,000  Tokyo Tatemono Co Ltd                                                                                22,442
             4,000  Tokyotokeiba Co Ltd                                                                                  18,633
            20,000  Tokyu Construction Co Ltd                                                                           102,893
            20,000  Tokyu Corp                                                                                          127,323
            10,000  Tokyu Department Store Co Ltd                                                                        58,796
             9,000  Tokyu Land Corp                                                                                      40,619
             8,000  Toppan Printing Co Ltd                                                                               96,061
             8,000  Toshiba Tungaloy Co Ltd *                                                                            33,207
             1,000  Tostem Corp                                                                                          29,295
             1,000  Toto Ltd  *                                                                                          15,734
             6,000  Toyo Trust & Banking Co Ltd                                                                          51,861
            19,000  Victor Co of Japan Ltd *                                                                            210,445
             6,000  Wacoal Corp                                                                                          60,866
             4,000  Yakult Honsha Co Ltd                                                                                 56,726
             7,000  Yamaha Corp                                                                                          77,532
            99,000  Yamaichi Securities Co Ltd                                                                          652,792
             9,000  Yamanouchi Pharmaceutical Co Ltd                                                                    176,078
             6,000  Yamato Transport Co Ltd                                                                              62,109
            10,000  Yasuda Trust and Banking Co Ltd                                                                      73,185
             3,000  Yokogawa Bridge Corp                                                                                 38,818
            10,000  Yokogawa Electric Corp                                                                               91,403
                                                                                                                     16,326,963
                    MALAYSIA - 0.4%
            29,000  Antah Holding Berhad                                                                                 23,061
            39,200  Bandar Raya Dev Warrants 10/28/97 *                                                                  48,218
            65,000  DMIB Berhad                                                                                          70,786
            52,000  Faber Group Berhad *                                                                                 49,703
            46,000  Golden Hope Plantations Berhad                                                                       81,810
            49,000  Highlands and Lowlands Berhad                                                                        86,377
            29,000  Kuala Lumpur Kepong Berhad                                                                           80,090
            62,000  Malaysian United Industries Berhad                                                                   88,407
            35,000  Malaysian Mosaics Berhad                                                                             57,037
            61,000  Malaysian Resources Corp                                                                            107,531
            26,000  Perlis Plantations                                                                                   86,064
            36,000  Selangor Properties Berhad                                                                           42,166
                                                                                                                        821,250
                    NEW ZEALAND - 0.5%
             9,000  Air New Zealand Ltd Class B                                                                          29,075
            26,000  Carter Holt Harvey Ltd                                                                               57,315
            64,500  DB Group Ltd *                                                                                       38,815
            78,000  Fisher and Paykel Industries Ltd                                                                    200,107
            60,000  Fletcher Challenge Ltd                                                                              149,367
             7,000  Independent Newspapers Ltd                                                                           23,457
           251,500  Lion Nathan Ltd                                                                                     477,938
                                                                                                                        976,074
                    NORWAY - 1.4%
             3,900  Aker AS Class A                                                                                      51,511
             2,600  Aker AS Class B (Non Voting)                                                                         33,136
            12,510  Bergesen d y AS Class A                                                                             276,351
             7,830  Bergesen d y AS Class B                                                                             172,968
            37,994  Den Norske Bank AS Series A *                                                                       100,364
             5,350  Det Norske Luftfartsselskab AS Class B *                                                            195,044
             5,400  Dyno Industrier AS                                                                                  150,153
             4,300  Elkem AS Class A*                                                                                    53,805
             2,280  Hafslund Nycomed AS Class A                                                                          45,787
            21,990  Hafslund Nycomed AS Class B                                                                         441,607
             5,310  Kvaerner Industrier AS                                                                              241,162
               400  Kvaerner Industrier AS Class B (Non Voting)                                                          17,302
             5,880  Leif Hoegh and Co AS                                                                                 81,750
            21,600  Norsk Hydro AS                                                                                      817,499
             5,010  Orkla-Borregaard AS Series A                                                                        184,971
             2,900  Saga Petroleum AS  Series A                                                                          37,407
             7,390  Unitor AS                                                                                           112,447
                                                                                                                      3,013,264
                    SINGAPORE - 2.4%
             5,000  Amcol Holdings Ltd                                                                                   10,073
           166,000  Chuan Hup Holdings Ltd                                                                              148,894
             6,000  DBS Land Ltd                                                                                         15,648
            44,000  Faber Group Berhad  *                                                                                42,805
            92,000  First Capital Corp Ltd                                                                              250,098
            19,000  Fraser and Neave Ltd                                                                                200,573
           153,000  Hai Sun Hup Group Ltd                                                                               146,735
           119,000  Haw Par Brothers International Ltd                                                                  246,317
           170,000  Hotel Properties Ltd                                                                                296,754
            61,000  Inchcape Berhad                                                                                     199,496
            78,056  Jardine Matheson Holdings Ltd  *                                                                    718,115
           138,000  Jardine Strategic Holdings Ltd  *                                                                   513,360
            10,000  Jurong Shipyard Ltd                                                                                  83,486
            21,000  Lum Chang Holdings Ltd                                                                               19,126
            32,000  Metro Holdings Ltd                                                                                  118,122
            15,000  Natsteel Ltd                                                                                         34,774
           197,000  Neptune Orient Lines Ltd                                                                            254,176
             7,000  Prima Ltd                                                                                            26,805
            33,000  Robinson and Co Ltd                                                                                 133,198
            13,000  Shangri-La Hotel Ltd                                                                                 48,884
            89,000  Singapore Airlines Ltd                                                                              890,399
           133,000  Straits Trading Co Ltd                                                                              304,661
            31,000  Times Publishing Ltd                                                                                 82,561
           468,000  United Industrial Corp Ltd                                                                          390,713
            23,000  United Overseas Land Ltd                                                                             42,847
            13,000  Wearne Brothers Corp Ltd                                                                             29,420
                                                                                                                      5,248,040
                    SPAIN - 2.5%
            15,920  Argentaria Corporacion Bancaria de Espana SA                                                        514,564
            13,200  Asturiana del Zinc SA *                                                                             130,006
             3,600  Autopistas Concesionaria Espanola SA                                                                 29,828
               600  Azucarera de Espana SA                                                                               15,500
            31,960  Banco Bilbao Vizcaya SA                                                                             851,886
            29,540  Banco Central Hispanoamericano SA                                                                   686,939
             2,450  Banco Zaragozano SA                                                                                  35,908
               470  Bankinter SA                                                                                         38,502
             2,350  Cristaleria Espanola SA *                                                                           117,930
             6,780  Dragados y Construcciones SA                                                                         84,795
            16,900  Empresa Nacional de Celulosa SA *                                                                   455,089
             2,690  Empresa Nacional de Electricidad SA                                                                 117,119
           173,830  FENOSA SA                                                                                           665,796
               200  Fomento Construcciones y Contratas SA                                                                16,415
            39,650  Fuerzas Electricas de Cataluna SA                                                                   196,806
               800  Huarte SA                                                                                             7,191
            39,480  Iberdrola SA                                                                                        246,881
             7,880  Repsol SA                                                                                           223,590
           127,830  Sevillana de Electricidad                                                                           549,561
             5,950  Tableros Defibras Series B *                                                                         56,974
             5,950  Tableros Fibras Rights 4/12/95 *                                                                      3,488
            19,900  Telefonica de Espana SA                                                                             248,104
             7,700  Vallehermoso SA                                                                                     112,853
                                                                                                                      5,405,725
                    SWEDEN - 0.5%
             3,880  Electrolux AB Series B                                                                              195,261
               400  Hennes and Mauritz AB Series B                                                                       23,535
             2,680  Marieberg Tidnings AB Series A                                                                       63,877
             2,500  Mo Och Domsjoe AB Series B *                                                                        124,451
             1,450  Pharmacia AB Class A                                                                                 26,661
            26,440  Skandinaviska Enskilda Banken Series A *                                                            144,403
             2,560  Skanska AB Series B                                                                                  56,833
             2,200  SKF AB Class B *                                                                                     40,601
               800  Svenska Cellulosa AB                                                                                 14,165
             5,100  Svenska Handelsbanken Series A                                                                       64,599
             3,000  Sydkraft AB Series A                                                                                 46,580
             3,800  Trelleborg AB Class B *                                                                              52,531
             4,300  Volvo AB Series A *                                                                                  86,090
             8,500  Volvo AB Series B                                                                                   170,179
                                                                                                                      1,109,766
                    SWITZERLAND - 3.1%
               170  Baloise Holdings                                                                                    315,310
               475  Banque Cantonale Vaudoise (Bearer)                                                                  245,151
                20  CIBA-GEIGY AG (Bearer)                                                                               12,645
             1,060  CS Holdings (Bearer)                                                                                438,515
             2,400  CS Holdings (Registered)                                                                            198,379
                60  Elektrowatt AG (Bearer)                                                                              15,628
                10  Elvia Schweiz Versicherungs                                                                          30,846
               250  Helvetia Schweizerische Versicherungsgesellschaft                                                   117,939
               100  Hero AG (Bearer)                                                                                     50,562
               300  Hero AG (Registered)                                                                                 38,708
                50  Hilti AG, Schaan (Participating Certificate)                                                         36,692
                40  Holderbank Financiere Glarus AG (Bearer)                                                             29,547
               120  Holderbank Financiere Glarus AG (Registered)                                                         18,290
                40  Interdiscount Holding SA (Bearer)                                                                    49,837
                50  Intershop Holding AG                                                                                 21,088
               100  Landis and Gyr AG                                                                                    60,885
                40  Merkur Holding AG (Registered)                                                                       10,677
                20  Pargesa Holding SA (Bearer)                                                                          21,128
               125  Schindler Holding AG (Participating Certificate)                                                    155,236
                60  Schindler Holding AG (Registered)                                                                    73,545
               650  Schweizerische Rueckversicherungsgesellschaft (Bearer)                                              388,412
                25  Schweizerische Rueckversicherungsgesellschaft (Registered)                                           14,939
                20  SIG Schweiz Industrie AG (Bearer)                                                                    19,354
                 5  SIG Schweiz Insustrie AG (Registered)                                                                 9,919
             1,060  SMH AG                                                                                              566,735
             4,400  SMH AG (Registered)                                                                                 523,366
             1,060  Swiss Bank Corp (Bearer)                                                                            303,456
             1,200  Swiss Bank Corp (Registered)                                                                        171,283
               940  Union Bank of Switzerland (Bearer)                                                                  786,081
             1,050  Winterthur Schweizerische Versicherungs-Gesellschaft (Registered)                                   510,584
               230  Winterthur Schweizerische Versicherungs-Gesellschaft (Bearer)                                       115,552
               530  Zurich Versicherungs-Gesellschaft (Registered)                                                      505,189
               780  Zurich Versicherungs-Gesellschaft (Bearer)                                                          749,776
                                                                                                                      6,605,254
                    UNITED KINGDOM - 11.5%
            54,600  AMEC Plc                                                                                             54,433
             4,520  Amersham International Plc                                                                           58,724
             8,740  Anglian Water Plc                                                                                    66,318
           194,762  Argyll Group                                                                                        830,603
         1,037,750  ASDA Group Plc                                                                                    1,112,583
             4,490  BAA Plc                                                                                              30,908
            26,300  Barratt Developments Plc                                                                             68,670
           123,670  Bass Plc                                                                                            989,272
            55,390  BAT Industries Plc                                                                                  364,632
             8,700  Berisford International Plc                                                                          30,495
             7,050  Boots Co Plc                                                                                         53,160
           132,290  British Aerospace Plc                                                                               986,003
            29,910  British Land Co Plc                                                                                 175,362
           246,530  British Steel Plc                                                                                   622,244
            91,960  BTR Plc                                                                                             456,212
            17,000  Bunzl Plc                                                                                            44,388
           272,190  Burton Group Plc                                                                                    288,587
             2,090  Carlton Communications Plc                                                                           28,741
             4,995  Charter Plc (Registered)                                                                             58,966
           194,000  Costain Group Plc *                                                                                  68,307
            22,000  Dixons Group Plc                                                                                     73,109
               900  Eastern Group Plc                                                                                     9,912
            41,040  English China Clays Plc                                                                             219,510
            94,800  Fisons Plc                                                                                          190,521
           250,040  Forte Plc                                                                                           949,623
           331,543  Glaxo Plc                                                                                         3,326,285
            27,432  Grand Metropolitan Plc                                                                              166,043
           105,920  Great Portland Estates Plc                                                                          293,323
             3,900  Greenalls Group Plc                                                                                  24,871
            31,220  Guinness Plc  *                                                                                     205,274
           108,971  Hammerson Property Investment and Development Corp Plc                                              552,674
           161,577  Hillsdown Holdings Plc                                                                              458,959
           284,152  Ladbroke Group Plc                                                                                  759,920
           288,650  Lasmo Plc *                                                                                         701,149
            25,100  Lex Service Plc                                                                                     112,009
             8,720  London Electricity Plc                                                                               99,629
            28,550  London International Group Plc *                                                                     42,920
               596  Lonrho Plc                                                                                            1,368
            35,570  Marks & Spencer Plc                                                                                 209,672
            13,700  MEPC Plc                                                                                             85,743
            18,080  Meyer International Plc                                                                              88,693
             6,420  Midland Electricity                                                                                  74,570
            94,940  National Power Plc                                                                                  696,353
            19,500  Norcros Plc                                                                                          24,069
             7,500  North West Water Group Plc                                                                           61,004
            21,400  Northern Foods Plc                                                                                   68,576
             2,010  Northumbrian Water Group Plc                                                                         23,283
             7,180  NORWEB Plc                                                                                           90,214
             8,600  Ocean Group Plc                                                                                      37,561
           266,054  Pilkington Plc                                                                                      696,784
            63,390  Powergen Plc                                                                                        498,549
             7,120  Rank Organisation Plc                                                                                41,575
            18,000  Reckitt & Colman Plc                                                                                178,880
            56,799  Redland Plc                                                                                         382,896
            38,048  Sainsbury Plc                                                                                       246,255
             9,990  Scottish Power Plc                                                                                   51,853
           355,800  Sears Plc                                                                                           557,406
             4,310  Securicor Group Plc (Non Voting)                                                                     62,406
             7,740  Severn Trent Plc                                                                                     61,547
            79,000  Signet Group Plc *                                                                                   21,877
            25,740  Slough Estates Plc                                                                                   91,851
           101,178  Smith & Nephew Plc                                                                                  253,773
           160,108  Smithkline Beecham Plc Class A                                                                    1,275,683
           168,540  Smithkline Beecham Plc Equity Units                                                               1,286,858
            17,400  South Western Electricity Plc                                                                       223,306
            15,970  Southern Water Plc                                                                                  137,731
            60,950  Storehouse Plc                                                                                      214,120
           373,711  Tarmac Plc                                                                                          620,948
           228,823  Taylor Woodrow Plc                                                                                  427,279
            25,985  Tesco                                                                                               103,006
             5,280  Thorn EMI Plc Ord                                                                                    86,979
            17,600  Transport Development Group Plc                                                                      51,942
             6,290  Unigate Plc                                                                                          35,037
            27,235  Unilever Plc                                                                                        504,247
            27,640  United Biscuits Holdings Plc                                                                        146,088
                79  Vodafone Group Plc                                                                                      236
             7,320  Welsh Water Plc                                                                                      68,690
            10,890  Wessex Water Plc                                                                                     47,046
            13,165  Whitbread Plc Class A (Limited Voting)                                                              112,081
           107,750  Wimpey (George) Plc                                                                                 205,463
             1,130  Wolseley Plc                                                                                          6,276
                                                                                                                     24,734,113
                    UNITED STATES - 36.2%
               500  3Com Corp *                                                                                          26,063
             9,800  Aetna Life and Casualty Co                                                                          526,750
             7,900  AFLAC Inc                                                                                           298,225
            10,900  Albertsons Inc                                                                                      335,175
             1,800  Alco Standard Corp                                                                                  122,400
             3,300  Allegheny Power Systems                                                                              77,550
               800  Allmerica Property & Casualty                                                                        15,600
               800  Allstate Corp                                                                                        22,000
             3,200  Ambac Corp                                                                                          130,000
             6,900  American Electric Power                                                                             233,738
            57,500  American Express                                                                                  1,940,625
            15,800  American General Corp                                                                               499,675
            16,500  American Home Products                                                                            1,179,750
            12,700  Amgen Inc *                                                                                         876,300
            13,500  Amoco Corp                                                                                          799,875
             9,500  Amp Inc                                                                                             712,500
            21,200  Anheuser-Busch Cos Inc                                                                            1,195,150
             7,100  AON Corp                                                                                            246,725
            15,300  Apple Computer Inc                                                                                  604,350
            11,400  Archer Daniels Midland *                                                                            216,600
             9,800  Ashland Inc                                                                                         317,275
             2,000  Atlantic Richfield Co                                                                               219,250
            13,900  Autozone Inc *                                                                                      368,350
             5,700  Avery Dennison Corp                                                                                 213,750
             8,100  Baltimore Gas and Electric Co                                                                       199,463
             1,700  Bandag Inc                                                                                          102,000
             8,000  Bear Stearns Co Inc                                                                                 150,000
             5,300  Beneficial Corp                                                                                     196,763
             1,200  BHC Communications Inc Class A *                                                                     89,100
            52,100  Boeing Co                                                                                         2,403,089
             6,600  Boston Scientific Corp *                                                                            142,725
            37,700  Bristol-Myers Squibb Co                                                                           2,337,400
             5,100  Brown Forman Corp Class B                                                                           165,113
             4,600  Callaway Golf Co                                                                                    155,250
            14,400  Capital Cities/ ABC Inc                                                                           1,274,400
             4,300  Carolina Power & Light                                                                              118,250
            10,400  Centerior Energy Corp                                                                               101,400
            10,400  Central & South West Corp                                                                           256,100
             3,000  Chase Manhattan Corp                                                                                107,625
             7,800  Chemical Banking Corp                                                                               312,975
             8,700  Chevron Corp                                                                                        413,250
             5,300  Cigna Corp                                                                                          401,475
             7,700  Cinergy Corp                                                                                        190,575
             3,300  Circuit City Stores Inc                                                                              71,363
            22,600  Citicorp                                                                                          1,017,000
             2,700  Clorox Company                                                                                      163,013
             4,100  CMS Energy Corp                                                                                      98,400
             2,000  Columbia Gas Systems *                                                                               52,000
            29,600  Columbia/HCA Healthcare Corp                                                                      1,224,700
            46,500  Compaq Computer Corp *                                                                            1,604,250
             6,100  Computer Sciences Corp *                                                                            299,663
             9,000  Conagra Incorporated *                                                                              294,750
               800  Conseco Inc                                                                                          28,500
            12,700  Consolidated Edison Co of New York                                                                  350,838
             1,600  Consolidated Papers Inc                                                                              77,400
             9,000  Corning Inc                                                                                         289,125
             7,100  CPC International                                                                                   379,850
             5,400  CPL Inc                                                                                             112,725
             4,300  Danaher Corp                                                                                        126,850
               900  De Luxe Corp                                                                                         25,200
             3,900  Dean Foods Co                                                                                       120,900
            19,300  Dean Witter Discover & Co                                                                           779,238
            10,800  Detroit Edison Co                                                                                   309,150
             9,300  Dominion Resources Inc                                                                              353,400
             6,900  Dover Corp                                                                                          410,550
             8,900  Dow Chemical Co                                                                                     596,300
             2,800  DQE                                                                                                  94,150
             6,900  Du Pont (E.I.) De Nemours                                                                           387,263
            13,700  Duke Power Co                                                                                       537,725
             3,500  Dun & Bradstreet Corp                                                                               181,125
             5,500  E G & G Inc                                                                                          79,063
             3,600  E Systems Inc                                                                                       157,500
            24,700  Eastman Kodak                                                                                     1,259,700
             3,900  Eaton Corp                                                                                          195,488
             5,200  Edwards AG Inc                                                                                      117,000
             1,700  El Paso Natural Gas Co                                                                               52,275
               700  Emerson Electric Corp                                                                                46,288
             9,100  Entergy Corp                                                                                        203,613
               900  Equifax Inc                                                                                          27,788
            27,000  Exxon Corp                                                                                        1,728,000
             3,800  F M C Corp *                                                                                        222,300
               900  First American Bank Corp                                                                             30,488
             2,400  First Chicago Corp                                                                                  121,500
             1,500  First USA Inc                                                                                        55,313
             1,900  Fleming Cos                                                                                          37,050
             5,700  Florida Progress                                                                                    178,838
             6,500  FPL Group                                                                                           233,188
             1,900  Frontier Corp                                                                                        43,463
             2,400  Gap Inc                                                                                              78,000
               900  Geico Corp                                                                                           43,988
             1,500  General Instrument Corp *                                                                            47,625
             8,300  General Public Utilities                                                                            251,075
             7,300  Genuine Parts Co                                                                                    283,788
             4,600  Georgia Gulf Corp *                                                                                 138,000
             1,500  Glatfelter (PH) Co                                                                                   27,375
             3,600  Grainger W W Inc                                                                                    220,050
             9,500  Harley-Davidson                                                                                     256,500
            15,000  Heinz (HJ) Co                                                                                       590,625
             1,200  Hershey Foods Corp                                                                                   58,800
             2,600  Hewlett Packard Co                                                                                  299,000
             3,100  Hormel (Geo A) & Co                                                                                  82,925
             7,100  Household International Inc                                                                         310,625
             4,000  Houston Inds Inc                                                                                    153,000
             1,545  Hubbell Inc Class B                                                                                  83,430
             3,300  IBP Inc                                                                                             105,188
             4,600  Illinova Corp                                                                                       107,525
            38,700  International Business Machines Corp                                                              2,912,175
             5,500  International Flavors & Fragrances                                                                  264,688
             4,800  Jefferson Pilot Corp                                                                                273,600
             9,800  Johnson & Johnson                                                                                   556,150
             3,500  Kansas City Power & Light Co                                                                         83,563
             7,700  Kellogg Co                                                                                          416,763
               500  Kerr-McGee Corp                                                                                      25,188
            18,600  Kroger Co *                                                                                         488,250
            27,000  Lilly (Eli) and Co                                                                                1,809,000
             5,200  Litton Industries *                                                                                 189,800
             2,600  Liz Claiborne                                                                                        41,925
            12,100  Lockheed Corp                                                                                       939,263
             1,600  Loctite Corp                                                                                         73,600
             1,500  Loews Corp                                                                                          145,688
             6,000  Long Island Lighting                                                                                 96,000
             8,000  LSI Logic Corp *                                                                                    436,000
             8,200  Lyondell Petrochemical                                                                              197,825
             9,000  Manpower Inc                                                                                        263,250
               400  Mapco                                                                                                21,850
             7,900  Marion Merrell Dow Inc                                                                              196,513
             1,900  Marsh & McLennan Cos Inc                                                                            155,800
            18,000  Martin Marietta Corp                                                                                859,500
             3,200  Mattel Inc                                                                                           71,600
             1,500  MBIA Inc                                                                                             93,000
             1,800  Mc Graw Hill Inc                                                                                    126,900
            14,300  Medtronic Inc                                                                                       858,000
             6,100  Melville Corp                                                                                       198,250
            32,900  Merck & Co.                                                                                       1,394,138
               800  MGIC Investment Corp                                                                                 30,500
            16,700  Micron Tech                                                                                       1,035,400
            15,500  Microsoft Corp *                                                                                    976,500
             4,200  Millipore Corp                                                                                      223,125
            17,000  Minnesota Mining & Manufacturing                                                                    930,750
             8,200  Mobil Corp                                                                                          713,400
            10,300  Morgan Stanley Group Inc                                                                            693,963
               300  Murphy Oil Corp                                                                                      13,125
             1,800  Mylan Laboratories                                                                                   56,250
            17,700  National Medical Enterprises Inc *                                                                  274,350
             3,400  National Service Industries                                                                          91,375
             2,700  New England Electronic System                                                                        89,100
             3,300  New York State Electric & Gas Corp                                                                   70,950
             8,000  Newell Co                                                                                           191,000
             7,000  Niagara Mohawk Power Corp                                                                           104,125
             3,300  Nike Inc Class B                                                                                    237,188
             3,600  Nipsco Industry                                                                                     113,850
             6,700  Nordstrom Inc                                                                                       283,075
             6,000  Northeast Utilities                                                                                 136,500
             4,100  Northern States Power                                                                               185,525
             1,600  Northrop Grumman Corp                                                                                71,000
             3,200  Occidental Petroleum Corp                                                                            63,600
             7,000  Ohio Edison Co                                                                                      147,000
             1,800  Oklahoma Gas & Electric                                                                              63,675
             4,000  Old Republic International Corp                                                                      99,000
             3,700  Omni Group Inc                                                                                      196,563
            16,100  Pacific Corp                                                                                        307,913
             4,900  Pacific Enterprises                                                                                 120,050
            19,900  Pacific Gas & Electric Co                                                                           509,938
             6,700  Panhandle Eastern Corp                                                                              150,750
             5,800  Parker Hannifin Corp                                                                                271,150
            10,800  Peco Energy Co                                                                                      288,900
             4,700  Pennsylvania Power & Light Co.                                                                       97,525
               100  Pennzoil Co                                                                                           4,738
             7,200  Pep Boys Manny Moe & Jack                                                                           235,800
             8,400  Phelps Dodge Corp                                                                                   457,800
            30,600  Philip Morris Cos Inc                                                                             1,858,950
               200  Phillips Petroleum Co                                                                                 6,675
             4,500  Pinnacle West Capital Corp                                                                           96,750
             4,300  Polaroid Corp                                                                                       129,000
             4,500  Potomac Electric Power Co                                                                            87,188
            26,100  PPG Industries Inc                                                                                  959,175
             8,800  Premark International Inc                                                                           380,600
             3,100  Provident Life & Accident Class B                                                                    72,850
             4,700  Providian Corp                                                                                      166,263
             2,000  Public Service Co of Colorado                                                                        61,250
            12,700  Public Service Enterprise Group Inc                                                                 369,888
             2,300  Puget Sound Power & Light                                                                            49,738
            22,800  Raytheon Co                                                                                       1,607,400
             5,900  Readers Digest Association Class A (Non Voting)                                                     271,400
             4,400  Reebok International Ltd                                                                            161,150
            14,300  Rite Aid Corp                                                                                       353,925
             1,800  Rockwell International Corp                                                                          69,300
             1,800  Rohm & Haas Co.                                                                                     101,025
             6,800  Royal Dutch Petroleum Co ADR                                                                        762,450
               400  SAFECO Corp                                                                                          22,000
             3,600  San Diego Gas & Electric                                                                             77,850
            23,200  Sara Lee Corp                                                                                       609,000
             2,400  Scana Corp                                                                                          105,900
            20,800  SCE Corp                                                                                            340,600
               400  Snap On Tools Corp                                                                                   13,600
            34,600  Southern Co                                                                                         713,625
             1,600  Southern New England Telecommunications Corp                                                         53,000
            10,500  St Paul Cos                                                                                         510,563
               600  Stone Container Corp *                                                                               14,025
             4,700  Storage Technology Corp *                                                                           102,225
               500  Student Loan Marketing Association                                                                   18,438
             2,600  Sun Microsystems Inc *                                                                               83,200
            19,100  Tandem Computers Inc *                                                                              324,700
             6,200  Teco Energy Inc                                                                                     133,300
             3,400  Texaco Inc                                                                                          216,750
             6,200  Texas Utilities Co                                                                                  203,825
             3,500  Textron Inc                                                                                         191,625
               800  Thomas & Betts Corp                                                                                  53,300
             7,600  Torchmark Corp                                                                                      318,250
             4,500  Transamerica Corp                                                                                   245,813
               400  Transatlantic Holdings Inc                                                                           23,000
             3,100  Twentieth Century Industries                                                                         38,750
               900  Tyson Foods Inc Class A                                                                              22,163
            25,400  U S Healthcare Inc                                                                                1,092,200
            12,400  Unicom Corp                                                                                         316,200
            10,200  Unilever NV                                                                                       1,239,300
             5,600  Union Electric                                                                                      212,100
             3,800  United Health Care                                                                                  163,400
             2,900  Universal Foods Corp                                                                                 90,988
            16,700  Upjohn Co                                                                                           588,675
             3,400  V F Corporation                                                                                     175,100
             1,000  Vulcan Materials                                                                                     53,250
             2,500  Walgreen Co                                                                                         118,125
             1,200  Weis Markets                                                                                         30,750
             4,600  Wellpoint Health Networks Inc Class A *                                                             151,225
             2,900  Western Resources                                                                                    92,075
             8,700  Whitman Corp                                                                                        164,213
             3,900  Williams Companies Inc                                                                              112,125
             5,800  Wisconsin Energy Corp                                                                               160,950
             2,300  York International Corp                                                                              88,550
                                                                                                                     77,779,868

                    TOTAL STOCK AND EQUIVALENTS (Cost $182,320,182)                                                 184,565,489

     PAR VALUE      U.S. GOVERNMENT - 9.3%
$        2,900,000  U.S. Treasury Note 6.125% due 7/31/96 (a)                                                         2,880,516
        17,300,000  U.S. Treasury Note 6.875% due 10/31/96 (a)                                                       17,345,953
                                                                                                                     20,226,469

                    TOTAL U.S. GOVERNMENT (Cost $20,149,891)                                                         20,226,469
  PRINCIPAL AMOUNT
    OF CONTRACTS
  (000's omitted)   PURCHASED CALL OPTION - 0.4%
                    OPTION - 0.4%
            30,000  U.S. Treasury Note 7.25%, Expires 3/7/95, Strike $98.13                                             778,200








                    TOTAL PURCHASED CALL OPTION (Cost $520,313)                                                         778,200

     PAR VALUE      SHORT-TERM INVESTMENTS - 17.0%
$        5,200,000  Bank of New York Time Deposit, 5.25% due 3/1/95                                                   5,200,000
        10,400,000  First National Bank  of Chicago Time Deposit, 6.00% due 3/1/95                                   10,400,000
        10,400,000  Morgan Guaranty Time Deposit, 5.94% due 3/1/95                                                   10,400,000
        10,400,000  Republic Bank of New York Deposit, 6.00% due 3/1/95                                              10,400,000
                                                                                                                     36,400,000

                    TOTAL  SHORT-TERM INVESTMENTS (at amortized cost)                                                36,400,000

                    TOTAL INVESTMENTS - 112.7%
                    (Cost $239,390,386) * *                                                          $              241,970,158

                    Other Assets and Liabilities (net) -  (12.7%)                                                   (27,332,037)

                    TOTAL NET ASSETS - 100.0%                                                        $              214,638,121

                    Notes to the Schedule of Investments:

                    ADR   American Depositary Receipt

                    (a)       All or a portion of this security is held as collateral for open futures contracts.

                    (b)       Restricted security - This security is restricted as to resale.  At
                                February 28, 1995, restricted securities amounted to $31,231.

                    (c)       Security valued by management (Note 1).

                    *         Non-income producing security.

                    **        The  aggregate  identified  cost  for  federal
                              income tax purposes is  $239,508,656,  resulting
                              in    gross    unrealized    appreciation    and
                              depreciation   of  $6,537,950  and   $4,076,448,
                              respectively, and net unrealized appreciation of
                              $2,461,502.

</TABLE>

              See accompanying notes to the financial statements.



GMO GLOBAL HEDGED EQUITY FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995 


               At February  28, 1995,  industry  sector  diversification  of the
               Fund's equity investments was as follows:
<TABLE>
<CAPTION>


                                                                         PERCENTAGE OF
               INDUSTRY SECTOR                                           NET ASSETS

               <S>                                                           <C>  
               Services                                                      9.3 %
               Banking                                                       9.2
               Utilities                                                     5.7
               Construction                                                  5.2
               Food and Beverage                                             4.8
               Health Care                                                   4.8
               Oil and Gas                                                   4.8
               Consumer Goods                                                3.6
               Retail Stores                                                 3.4
               Technology                                                    3.1
               Computer and Office Equipment                                 3.0
               Insurance                                                     3.0
               Financial Services                                            2.9
               Primary Processing                                            2.9
               Transportation                                                2.5
               Metals and Mining                                             2.5
               Aerospace                                                     2.4
               Automotive                                                    2.0
               Miscellaneous                                                10.9
                                                                            86.0 %
</TABLE>
              See accompanying notes to the financial statements.




GMO GLOBAL HEDGED EQUITY FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995


<TABLE>
<S>                                                                <C>
ASSETS:
  Investments, at value (cost $202,990,386) (Note 1)               $         205,570,158
  Short-term investments, at amortized cost (Note 1)                          36,400,000
  Foreign currency, at value (cost $153,978) (Note 1)                            153,549
  Receivable for Fund shares sold                                              1,412,946
  Receivable for investments sold                                              2,826,702
  Dividends and interest receivable                                              677,573
  Foreign withholding taxes receivable                                            13,595
  Receivable for open swap contracts (Notes 1 and 6)                             926,320
  Receivable for expenses waived or borne by Manager (Note 2)                     14,672

    Total assets                                                             247,995,515


LIABILITIES:
  Payable for investments purchased                                           32,541,224
  Payable for daily variation margin on open futures contracts
      (Note 1)                                                                   582,825
  Payable to affiliate for management fee (Note 2)                               102,346
  Accrued expenses                                                               130,999

    Total liabilities                                                         33,357,394

NET ASSETS(equivalent to $10.12 per share based
  on 21,216,892 shares outstanding, unlimited shares authorized)   $         214,638,121


NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         213,478,584
  Undistributed net investment income                                            745,109
  Accumulated net realized gain on investments, closed futures
    contracts, foreign currency and foreign currency related
    transactions                                                                 110,686
  Net unrealized appreciation on investments, open futures contracts,
    open swap contracts, foreign currency and foreign currency
    related transactions                                                         303,742

    NET ASSETS                                                     $         214,638,121

              See accompanying notes to the financial statements.
</TABLE>



GMO GLOBAL HEDGED EQUITY FUND
(A SERIES OF GMO TRUST)
STATEMENT OF OPERATIONS - PERIOD FROM JULY 29, 1994
(COMMENCEMENT OF OPERATIONS) TO FEBRUARY 28, 1995

<TABLE>
<S>                                                                <C>
INVESTMENT INCOME:
  Interest                                                         $   1,088,179
  Dividends (net of foreign tax expense of $42,493)                      791,851
    Total income                                                       1,880,030
EXPENSES:
  Management fee (Note 2)                                                324,126
  Custodian fees                                                         135,351
  Audit fees                                                              40,008
  Registration fees                                                       22,998
  Transfer agent fees                                                     14,863
  Legal fees                                                               1,324
  Insurance                                                                  516
  Trustee fee (Note 2)                                                       216
  Miscellaneous                                                              484

    Total expenses                                                       539,886
    Less:  expenses waived or borne by Manager (Note 2)                  (80,409)
    Net expenses                                                         459,477

      Net investment income                                            1,420,553

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES CONTRACTS,
  SWAP CONTRACTS, FOREIGN CURRENCY AND FOREIGN CURRENCY RELATED
  TRANACTIONS:
    Net realized gain (loss) on:
      Investments                                                       (852,492)
      Closed futures contracts                                         1,018,347
      Foreign currency and foreign currency related
        transactions                                                     (35,636)
           Net realized gain                                             130,219
    Change in net unrealized appreciation (depreciation) on:
      Investments                                                      2,579,772
      Open futures contracts                                          (3,209,526)
      Open swap contracts                                                926,320
      Foreign currency and foreign currency related
        transactions                                                       7,176
           Net unrealized gain                                           303,742
    Net realized and unrealized gain on  investments,  futures
        contracts,  swap contracts, foreign currency and foreign
        currency related transactions                                    433,961
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $   1,854,514

              See accompanying notes to the financial statements.
</TABLE>


GMO GLOBAL HEDGED EQUITY FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS - PERIOD FROM JULY 29, 1994
(COMMENCEMENT OF OPERATIONS) TO FEBRUARY 28, 1995

<TABLE>



INCREASE (DECREASE) IN NET ASSETS:
<S>                                                                                <C>
Operations:
  Net investment income                                                            $          1,420,553
  Net realized gain on investments, closed futures contracts,
    foreign currency and foreign currency related
    transactions                                                                                130,219
  Change in net unrealized appreciation on investments, open futures
    contracts, open swap contracts, foreign currency and foreign currency
    related transactions                                                                        303,742

  Net increase in net assets resulting from operations                                        1,854,514

Distributions to shareholders from:
  Net investment income                                                                        (694,977)


Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                                              214,025,378
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                                        153,241
  Cost of shares repurchased                                                                   (700,035)

  Net increase in net assets resulting
    from Fund share transactions                                                            213,478,584

  Total increase in net assets                                                              214,638,121

NET ASSETS:
  Beginning of period

  End of period (including undistributed net income of
    $745,109)                                                                      $        214,638,121

              See accompanying notes to the financial statements.


</TABLE>



GMO GLOBAL HEDGED EQUITY FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>

                                                                           PERIOD FROM JULY 29, 1994
                                                                                         (COMMENCEMENT OF OPERATIONS)
                                                                                  TO FEBRUARY 28, 1995

<S>                                                                             <C>             
NET ASSET VALUE, BEGINNING OF PERIOD                                            $          10.00

Income from investment operations:
  Net investment income (a)                                                                 0.11
  Net realized and unrealized gain
   on investments                                                                           0.08

    Total from investment operations                                                        0.19

Less distributions to shareholders :
  From net investment income                                                               (0.07)


NET ASSET VALUE, END OF PERIOD                                                  $          10.12

TOTAL RETURN (B)                                                                            1.92%


RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period (000's)                                                     $214,638
  Net expenses to average
    daily net assets (a)                                                                    0.92%*
  Net investment income to average
    daily net assets (a)                                                                    2.85%*
  Portfolio turnover rate                                                                    194%


*   Annualized.
(a) Net of fees and expenses voluntarily waived or borne by the Manager of $.006
    for the period ended February 28, 1995.
(b) Calculation  excludes  subscription  fees. The total returns would have been
    lower had certain expenses not been waived during the period shown.

              See accompanying notes to the financial statements.

</TABLE>

GMO GLOBAL HEDGED EQUITY FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1. SIGNIFICANT ACCOUNTING POLICIES

     The GMO Global Hedged Equity Fund (the "Fund"),  which commenced operations
     on July 29,  1994,  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 Trust was
     established  as a  Massachusetts  Business  Trust  under  the  laws  of the
     Commonwealth  of  Massachusetts  on June 24, 1985. The Declaration of Trust
     permits the  Trustees to create an  unlimited  number of series  ("Funds"),
     each of which  issues a  separate  series of  shares.  The  following  is a
     summary of significant  accounting  policies  consistently  followed by the
     Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Securities  which are primarily  traded on foreign  exchanges are generally
     valued  at the  preceding  closing  values  of  such  securities  on  their
     respective  exchanges,  and  those  values  are then  translated  into U.S.
     dollars  at  the  current  exchange  rate.  Short-term  investments  with a
     remaining maturity of sixty days or less are valued at amortized cost which
     approximates  market  value.  Other  assets  and  securities  for  which no
     quotations are readily  available are valued at fair value as determined in
     good faith by the Trustees.

     FOREIGN CURRENCY TRANSLATION
     The  accounting  records of the Fund are  maintained in U.S.  dollars.  The
     market values of foreign  securities,  currency holdings,  other assets and
     liabilities are translated to U.S. dollars based on the prevailing exchange
     rates  each  business  day.  Income  and  expenses  denominated  in foreign
     currencies  are  translated  at prevailing  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
     net exchange gains and losses on disposition of foreign  currencies and the
     difference between the amount of investment income and foreign  withholding
     taxes recorded on the Fund's books and the U.S. dollar  equivalent  amounts
     actually received or paid.

     FUTURES CONTRACTS
     The  Fund  may  purchase  index  futures  contracts.  Stock  index  futures
     contracts represent  commitments for future delivery of cash based upon the
     level of a specified  index of equity  securities at a given date. The Fund
     may use futures  contracts to manage its exposure to the stock and currency
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 6 for
     all open futures contracts held as of February 28, 1995.

     FORWARD CURRENCY CONTRACTS
     The Fund may enter into  forward  currency  contracts  in  connection  with
     settling planned  purchases or sales of securities or to hedge the currency
     exposure associated with some or all of the Fund's portfolio securities.  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 and
     the change in value is recorded by the Fund as an unrealized  gain or loss.
     When a forward  currency  contract  is  extinguished,  through  delivery or
     offset by entering into another forward currency contract, the Fund records
     a realized  gain or loss equal to the  difference  between the value of the
     contract  at the time it was  opened and the value of the  contract  at the
     time it was extinguished or offset. 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
     the  value of the  currency  changes  unfavorably  to the U.S.  dollar.  At
     February 28, 1995 there were no outstanding forward currency contracts.

     OPTIONS
     The Fund may write call and put options on  securities  it owns or in which
     it may invest.  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
     offset against the proceeds or amounts paid on the transaction to determine
     the  realized  gain or loss.  If a written  put  option is  exercised,  the
     premium reduces the cost basis of the securities purchased by the Fund. The
     Fund as a writer of an option has no control  over  whether the  underlying
     securities may be sold (call) or purchased  (put) and as a result bears the
     market  risk  of an  unfavorable  change  in  the  price  of  the  security
     underlying the written  option.  There is the risk the Fund may not be able
     to enter into a closing transaction because of an illiquid market.

     The Fund may also  purchase put and call  options.  The Fund pays a premium
     which is included in the Fund's  Statement of Assets and  Liabilities as an
     investment and  subsequently  marked to market to reflect the current value
     of the option.  The risk associated with purchasing put and call options is
     limited to the premium paid.

     In some cases,  depending upon the executing broker,  premiums on purchased
     and written options are not paid or received until the contracts  expire or
     are closed or exercised.  These  contracts are marked to market daily,  and
     the daily change in market value is paid to or received from the respective
     broker.  A  corresponding   payable  or  receivable  is  recorded  for  the
     accumulated unrealized position received or paid. Upon settlement,  the net
     payable or  receivable  for original  premiums and  accumulated  unrealized
     gains and losses is paid to or received  from the broker and a gain or loss
     is realized.

     SWAP AGREEMENTS
     A swap is an agreement to exchange the return  generated by one  instrument
     for the return  generated  by another  instrument.  The Fund  entered  into
     equity  swap  agreements  which  involve a  commitment  by one party in the
     agreement to pay interest in exchange for a market linked return based on a
     notional  amount.  To the extent that the total  return of the  security or
     index  underlying the transaction  exceeds or falls short of the offsetting
     interest  rate  obligation,  the Fund will receive a payment from or make a
     payment  to the  counterparty,  respectively.  Equity  swaps are  marked to
     market daily based upon  quotations  from market makers and the change,  if
     any, is recorded as unrealized gain or loss in the Statement of Operations.
     Payments received or made at the end of measurement  period are recorded as
     realized gain or loss in the Statement of  Operations.  Entering into these
     agreements involves, to varying degrees, elements of credit and market risk
     in  excess  of the  amounts  recognized  on the  Statement  of  Assets  and
     Liabilities.  Such risks  involve the  possibility  that there is no liquid
     market for these  agreements,  that the  counterparty to the agreements may
     default  on its  obligation  to perform  and that there may be  unfavorable
     changes  in  the  price  of  the   security  or  index   underlying   these
     transactions.  See Note 6 for  summary  of all open swap  agreements  as of
     February 28, 1995.


     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under  Subchapter M of the Internal  Revenue Code of 1986,  as amended (the
     "Code").  It is the  policy of the Fund to  distribute  all of its  taxable
     income,  including any net realized gain on investments  not offset by loss
     carryovers, to shareholders within the prescribed time periods.  Therefore,
     no  provision  for  federal  income or excise  tax is  necessary.  Taxes on
     foreign  interest and dividend income have been withheld in accordance with
     the  applicable  country's  tax treaty  with the United  States.  Dividends
     received by  shareholders of the Fund which are derived from foreign source
     income and foreign taxes paid by the Fund are to be treated,  to the extent
     allowable  under the Code, as if paid and received by the  shareholders  of
     the Fund.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from net investment income  semi-annually,  and net realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder  elects to  receive  cash  distributions.  There is no  premium
     incurred on reinvested distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for foreign currency transactions.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.

<TABLE>
<CAPTION>
           Undistributed Net Investment               Accumulated Net
                      Income                         Realized Gain                Paid-in Capital
                    <S>                                <C>                               <C> 
                    $19,533                            ($19,533)                         -

</TABLE>

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Dividend income is
     recorded  on the  ex-dividend  date,  or when the Fund is  informed  of the
     ex-dividend  date.  Interest  income is recorded on the accrual  basis.  In
     determining the net gain or loss on securities sold, the cost of securities
     is determined on the identified cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .60% of the  amount
     invested.  In the case of cash  redemptions,  the  premium  is 1.40% of the
     amount  redeemed.  The Manager may waive such  premium to the extent that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund. For the period ended February 28, 1995, the Fund received $653,233 in
     purchase  premiums  and no  redemption  premiums.  There is no premium  for
     reinvested distributions or in-kind transactions.

     INVESTMENT RISK
     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 and the
     possible  imposition  of  currency  exchange  blockages  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.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager"), for management and investment advisory services is paid monthly
     at the annual rate of 0.65% of average  daily net  assets.  The Manager has
     agreed to waive a portion  of its fee until  further  notice to the  extent
     that the Fund's annual expenses (including management but excluding custody
     fees,  brokerage  commissions  and transfer  taxes) exceed 0.65% of average
     daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the period ended  February 28, 1995,  was $216. No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost of purchases and proceeds  from sales of  securities,  excluding  U.S.
     Government  obligations  and short-term  investments,  for the period ended
     February 28, 1995, aggregated  $212,483,292 and $29,267,931,  respectively.
     Cost of purchases and proceeds from sales from U.S. Government  obligations
     for the  period  ended  February  28,  1995,  aggregated  $150,542,777  and
     $130,476,125, respectively.

4.  PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 42% of the  outstanding  shares of the Fund were held
     by one shareholder.

5.   SHARE TRANSACTIONS

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

                                          Period from July 29, 1994
                                        (Commencement of Operations)
                                            to February 28, 1995

<S>                                             <C>       
Shares sold                                     21,270,733
Shares issued to shareholders in
 reinvestment of distributions                      15,401
Share repurchased                                  (69,242)
Net Increase                                    21,216,892
Fund shares:
 Beginning of period                                ___
  End of period                                 21,216,892

</TABLE>

6.   FINANCIAL INSTRUMENTS

     A summary of  outstanding  at futures  contracts  February  28,  1995 is as
follows:

<TABLE>
<CAPTION>
                                                                                               Net Unrealized
     Number of                                                                                  Appreciation
     Contracts                Type                Expiration Date      Contract Value          (Depreciation)
     <S>               <C>                        <C>                 <C>                   <C>
     Buys
       40              U.S. Treasury Note         March 1995          $         8,163,750   $             154,200
     Sales
       196             S&P 500                    March 1995                   47,877,900   $          (3,086,990)
       124             S&P 500                    June 1995                    30,538,100                (276,736)
                                                                                            $          (3,363,726)
</TABLE>

         At February 28, 1995 the Fund had cash and/or securities to cover any
         margin requirements on open futures contracts.



<TABLE>
<CAPTION>
     SWAP AGREEMENTS
                                                                                                         UNREALIZED
        NOTIONAL      EXPIRATION                                                                        APPRECIATION
         AMOUNT          DATE                         DESCRIPTION                                      (DEPRECIATION)
       <C>             <C>            <S>                                                                 <C>
        8,000,000       9/1/95        Agreement with Morgan Stanley & Co. International
                                      Limited dated 9/1/94 to pay (receive) the notional
                                      amount multiplied by the return on the EASEA index
                                      plus 5.93% of the EASEA dividend yield and to
                                      receive 6 month LIBOR plus 0.10%. (a)                               $ 447,284

       12,500,000       10/31/95      Agreement with Morgan Stanley & Co. International
                                      Limited dated 10/28/94 to pay (receive) the notional
                                      amount multiplied by the return on the EASEA index
                                      plus 5.93% of the EASEA dividend yield and to receive 6
                                      month LIBOR plus 0.05%. (a)                                           545,987

       30,000,000       1/31/96       Agreement with Morgan Stanley & Co. International
                                      Limited dated 1/31/95 to pay (receive) the notional
                                      amount multiplied by the return on the EASEA index plus
                                      5.93% of the EASEA dividend yield and to receive 6
                                      month LIBOR plus 0.05%. (a)                                          (871,419)

       50,000,000       1/31/96       Agreement with Swiss Bank Corporation dated 1/31/95 to
                                      pay (receive) the notional amount multiplied by the
                                      return on the EAFE Index and to receive LIBOR plus
                                      0.05%.                                                                426,401

        8,000,000       9/29/95       Agreement  with  Union  Bank  of Switzerland dated
                                      9/30/94   to   pay (receive) the notional amount
                                      multiplied by the  return  on the EAFE  Japan  index
                                      multiplied   by  a  stated  Japan  weight (which is a
                                      percentage of the EAFE Japan Index as a proportion
                                      of the market capitalization weighted EAFE Index
                                      currently at 23%) plus the return on the EASEA
                                      index multiplied by 1 minus the stated Japan
                                      weighting and to receive LIBOR plus 0.10%.                            378,067

                                                    Net unrealized appreciation                           $ 926,320

              (a) Notional amount is increased (decreased) by each
                  periodic payment received or made.

</TABLE>


                                                           * * *

GMO DOMESTIC BOND FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the  Shareholders  of GMO Domestic Bond Fund (A
Series of GMO Trust)


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 at February
28, 1995, and the results of its  operations,  the changes in its net assets and
the financial  highlights for the period from August 18, 1994  (commencement  of
operations)  to  February  28,  1995,  in  conformity  with  generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Trust'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 generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audit,  which  included
confirmation  of  securities  at February  28, 1995 by  correspondence  with the
custodian, provides a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 10, 1995



GMO DOMESTIC BOND FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995

<TABLE>
<CAPTION>
  PAR VALUE     DESCRIPTION                                                                        VALUE ($)

                DEBT OBLIGATIONS - 81.1%
                ASSET BACKED SECURITIES - 27.9%
<C>             <S>                                                                    <C>      
$ 2,000,000     Carco Auto Loan 92-A Class A, Variable Rate, 6.48% due 9/15/99                          2,000,018
  5,000,000     CIT Group Securitization Corp 95-1 Class A4, 8.95% due 8/15/20                          5,001,563
  2,500,000     Discover Card Trust 91-F Class A, 7.85% due 11/21/00                                    2,525,146
  2,500,000     First USA Credit Card Master Trust 94-4 Class A, Variable Rate, 6.50% due 8/15/03       2,502,734
  3,500,000     Fremont SBL Master Trust 93-A Class A, Variable Rate, 6.60% due 3/15/98                 3,503,828
 10,000,000     Keycorp Student Loan Trust 95-A Class B, Variable Rate, 6.88% due 10/27/21              9,978,125
  2,000,000     Potomac Mills Finance Corp, Variable Rate, 6.78% due 10/20/04                           1,997,500
  5,000,000     Premier Auto Trust 95-1 Class B Certificates, 8.10% due 3/4/01                          4,876,563
  4,883,303     Resolution Trust Corp 94-C1 Class A3, Variable Rate, 6.61% due 6/25/26                  4,863,465
  3,257,000     SMS Student Loan Trust 94-B Certificates, Variable Rate, 6.81% due 10/25/23             3,249,875
  5,000,000     Society Student Loan Trust 93-A Class A2, Variable Rate, 6.45% due 7/25/03              5,000,000
  5,388,000     Society Student Loan Trust 93-A Class B, Variable Rate, 6.75% due 7/25/03               5,376,214
  2,500,000     Swift 94-A Class A, Variable Rate, 6.28% due 3/15/99                                    2,501,172
  5,000,000     Woodfield Finance Corp, Variable Rate, 6.84% due 10/13/03                               5,050,000
                                                                                                       58,426,203

                CORPORATE OBLIGATIONS - 4.3%
  8,855,000     New England Telephone & Telegraph, 7.88% due 11/15/29                                   8,998,894

                STRUCTURED NOTE - 4.5%
 10,000,000     Sallie Mae, Variable Rate, 0.00% due 1/24/96 (c)                                        9,437,501

                U.S. GOVERNMENT - 44.4%
 32,000,000     U.S. Treasury Note, 6.25% due 8/31/96 (b)                                              31,789,952
 43,000,000     U.S. Treasury Note, 6.88% due 8/31/99                                                  42,717,748
 10,000,000     U.S. Treasury Note, 7.25% due 5/15/04 (a)                                              10,000,000
 10,000,000     U.S. Treasury Bond, 6.25% due 8/15/23                                                   8,506,250
                                                                                                       93,013,950

                TOTAL DEBT OBLIGATIONS (Cost $168,619,191)                                            169,876,548

                SHORT-TERM INVESTMENTS - 8.8%
                REPURCHASE AGREEMENTS - 3.8%
  7,957,116     Salomon Brothers Repurchase Agreement, dated 2/28/95, due
                3/1/95,  with  a  maturity  value  of  $7,958,477  and an
                effective  yield  of  5.60%,  collateralized  by  a  U.S.
                Treasury  Bond with a rate of 6.25%,  a maturity  date of
                8/15/23, and with an aggregate market value of $8,174,042.                              7,957,116

                CASH EQUIVALENTS - 5.0%
  6,792,113     Bank of Boston Time Deposit, 6.16%, due 3/1/95                                          6,792,113
     83,759     Dreyfus Cash Management Money Market Fund Plus, A Shares                                   83,759
    531,861     National Westminster Time Deposit, 6.00%, due 3/1/95                                      531,861
  2,992,267     Provident Institutional Prime Money Market Fund                                         2,992,267
                                                                                                       10,400,000

                TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                       18,357,116

                TOTAL INVESTMENTS - 89.9%
                (Cost $186,976,307) * *                                                $              188,233,664

                Other Assets and Liabilities (net) - 10.1%                                             21,143,584

                       TOTAL NET ASSETS - 100.0%                                       $              209,377,248

                       NOTES TO THE SCHEDULE OF INVESTMENTS:

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

                       (b)      A portion of this security is held as collateral for open futures contracts.

                       (c)      Interest rate is linked to changes in the daily 3 month LIBOR rate.

                       Variable   rates - The rates shown on variable rate notes
                                  are the current interest rates at February 28,
                                  1995, which are subject to change based on the
                                  terms of the security.

                       **         The  aggregate  identified  cost for federal
                                  income tax purposes is $186,976,307, resulting
                                  in   gross    unrealized    appreciation   and
                                  depreciation   of  $1,544,455   and  $287,098,
                                  respectively,  and net unrealized appreciation
                                  of $1,257,357.
</TABLE>


              See accompanying notes to the financial statements.


GMO DOMESTIC BOND FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>

ASSETS:
<S>                                                                <C>                  
  Investments, at value (cost $168,619,191) (Note 1)               $         169,876,548
  Short-term investments, at amortized cost (Note 1)                          18,357,116
  Receivable for Fund shares sold                                             30,758,634
  Interest receivable                                                            764,664
  Receivable for daily variation margin on open futures contracts                 96,094
  Receivable from expenses waived or borne by the Manager (Note 2)                 7,420

    Total assets                                                             219,860,476


LIABILITIES:
  Payable upon return of securities loaned (Note 1)                           10,395,060
  Payable to affiliate for management fee (Note 2)                                32,555
  Accrued expenses                                                                55,613

    Total liabilities                                                         10,483,228



NET ASSETS(equivalent to $10.13 per share based
  on 20,670,984 shares outstanding, unlimited shares authorized)   $         209,377,248



NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         205,605,620
  Undistributed net investment income                                          1,322,007
  Accumulated net realized loss on investments and
    closed futures contracts                                                    (103,743)
  Net unrealized appreciation on investments
    and open futures contracts                                                 2,553,364

    NET ASSETS                                                     $         209,377,248

</TABLE>

              See accompanying notes to the financial statements.


GMO DOMESTIC BOND FUND
(A SERIES OF GMO TRUST)

STATEMENT  OF  OPERATIONS  -  PERIOD  FROM  AUGUST  18,  1994  (COMMENCEMENT  OF
OPERATIONS) TO FEBRUARY 28, 1995

<TABLE>

<S>                                                                <C>
INVESTMENT INCOME:
  Interest (including securities lending income of $29,793)        $   2,759,584

EXPENSES:
  Management fee (Note 2)                                                 95,643
  Audit fees                                                              30,009
  Custodian and transfer agent fees                                       20,909
  Registration fees                                                       15,773
  Legal fees                                                               1,037
  Insurance                                                                  374
  Trustee fee (Note 2)                                                       154
  Miscellaneous                                                              476

    Total expenses                                                       164,375

    Less:  expenses waived or borne by Manager (Note 2)                  (68,732)

    Net expenses                                                          95,643

      Net investment income                                            2,663,941

REALIZED AND UNREALIZED  GAIN (LOSS) ON INVESTMENTS AND
  FUTURES  CONTRACTS: 
  Net realized loss on:
    Investments                                                          (57,305)
    Closed futures contracts                                             (46,438)

      Net realized loss                                                 (103,743)

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                      1,257,357
      Open futures contracts                                           1,296,007

      Net unrealized gain                                              2,553,364

      Net realized and unrealized gain on investments
        and futures contracts                                          2,449,621

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $   5,113,562

</TABLE>


              See accompanying notes to the financial statements.


GMO DOMESTIC BOND FUND
(A SERIES OF GMO TRUST)

STATEMENT  OF CHANGES IN NET ASSETS - PERIOD FROM AUGUST 18, 1994  (COMMENCEMENT
OF OPERATIONS) TO FEBRUARY 28, 1995


<TABLE>

INCREASE (DECREASE) IN NET ASSETS:
<S>                                                                                <C>
Operations:
  Net investment income                                                            $          2,663,941
  Net realized loss on investments
    and closed futures contracts                                                               (103,743)
  Change in net unrealized appreciation (depreciation) of investments
    and open futures contracts                                                                2,553,364

  Net increase in net assets resulting from operations                                        5,113,562

Distributions to shareholders from net
   investment income                                                                         (1,341,934)

Fund share transactions:  (Note 5)
  Proceeds from sale of shares                                                              210,727,193
  Net asset value of shares issued to shareholders
    in payment of distributions declared                                                        957,879
  Cost of shares repurchased                                                                 (6,079,452)

  Net increase in net assets resulting from Fund
    share transactions                                                                      205,605,620

  Total increase in net assets                                                              209,377,248

NET ASSETS:
  Beginning of period                                                                                -

  End of period (including undistributed net
    investment income of $1,322,007)                                               $        209,377,248



</TABLE>



              See accompanying notes to the financial statements.


GMO DOMESTIC BOND FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>

                                                                            PERIOD FROM AUGUST 18, 1994
                                                                           (COMMENCEMENT OF OPERATIONS)
                                                                               TO FEBRUARY 28, 1995

<S>                                                                             <C>             
NET ASSET VALUE, BEGINNING OF PERIOD                                            $          10.00


Income from investment operations:
  Net investment income (a)                                                                 0.24
  Net realized and unrealized gain
   on investments and futures contracts                                                     0.07

    Total from investment operations                                                        0.31

Less distributions to shareholders from
  net investment income                                                                    (0.18)


NET ASSET VALUE, END OF PERIOD                                                  $          10.13

TOTAL RETURN (B)                                                                            3.16%


RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period (000's)                                             $        209,377
  Net expenses to average
    daily net assets (a)                                                                    0.25%*
  Net investment income to average
    daily net assets (a)                                                                    6.96%*
  Portfolio turnover rate                                                                     65%


*   Annualized
(a) Net of fees and expenses voluntarily waived or borne by the Manager of $.01 for the period .
(b) The total returns would have been lower had certain expenses not been waived during
    the period shown.

</TABLE>
              See accompanying notes to the financial statements.

GMO DOMESTIC BOND FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES

     The GMO Domestic  Bond Fund (the  "Fund"),  which  commenced  operations on
     August  18,  1994,  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 Trust was
     established  as a  Massachusetts  Business  Trust  under  the  laws  of the
     Commonwealth  of  Massachusetts  on June 24, 1985. The Declaration of Trust
     permits the  Trustees to create an  unlimited  number of series  ("Funds"),
     each of which  issues a  separate  series of  shares.  The  following  is a
     summary of significant  accounting  policies  consistently  followed by the
     Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less are
     valued at amortized cost which approximates  market value. Other assets and
     securities for which no quotations are readily available are valued at fair
     value as determined in good faith by the trustees.

     FUTURES CONTRACTS
     The Fund may use  futures  contracts  to manage  its  exposure  to the bond
     markets.  Buying  futures  tends to  increase  the Fund's  exposure  to the
     underlying  instrument.  Selling  futures  tends  to  decrease  the  Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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  nvolve,  to varying  degrees,  risk of loss in
     excess of the  variation  margin  disclosed in the  Statement of Assets and
     Liabilities.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 6 for
     all open futures contracts held as of February 28, 1995.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults, the value of the collateral declines or
     if the seller enters insolvency  proceedings,  realization of collateral by
     the Fund may be delayed or limited.

     INDEXED SECURITIES
     The Fund may also  invest in indexed  securities  whose  redemption  values
     and/or  coupons  are linked to the prices of other  securities,  securities
     indicies, or other financial  indicators.  The Fund uses indexed securities
     to increase or decrease its exposure to  different  underlying  instruments
     and to gain  exposure to markets that may be difficult to invest in 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.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned securities  having a market value of $10,000,000,  collateralized by
     cash in the  amount  of  $10,400,000,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  Distributions  in  excess  of tax  basis
     earnings and profits will be reported in the Fund's financial statements as
     a  return  of  capital.  Furthermore,  differences  in the  recognition  or
     classification of income between the financial  statements and tax earnings
     and profits  which result in  temporary  over-distributions  for  financial
     statement  purposes  are  classified  as  distributions  in  excess  of net
     investment income or accumulated net realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions  are accounted for on trade date. In determining the
     net gain or loss on securities  sold,  the cost of securities is determined
     on the identified cost basis.  Premiums and market  discounts are amortized
     and accreted.

     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  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual  rate of .25% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed .25% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the period ended  February 28, 1995,  was $154. No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost of purchases and proceeds  from sales of  securities,  excluding  U.S.
     Government  obligations  and short-term  investments,  for the period ended
     February 28, 1995 aggregated $79,487,741 and $2,586,383, respectively. Cost
     of purchases and proceeds from sales of U.S. Government obligations for the
     period ended February 28, 1995,  aggregated  $127,878,360  and $36,383,672,
     respectively.

4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 80% of the  outstanding  shares of the Fund were held
     by  two  shareholders,  each  holding  in  excess  of  10%  of  the  Fund's
     outstanding shares.

5.   SHARE TRANSACTIONS

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

<TABLE>
<CAPTION>
                          Period from August 18, 1994
                          (Commencement of Operations)
                              to February 28, 1995

<S>                                                          <C>       
Shares sold                                                  21,191,425
Shares issued to shareholders in reinvestment
 of distributions                                                98,345
Shares repurchased                                             (618,786)
Fund shares:
 Beginning of period                                               --
  End of period                                              20,670,984

</TABLE>

 6.  FINANCIAL INSTRUMENTS

     A summary of  outstanding  futures  contracts at February  28, 1995,  is as
     follows:
<TABLE>
<CAPTION>

     Number of                                                                         Net Unrealized
     Contracts            Type                  Expiration Date    Contract Value       Appreciation
        <C>        <S>                             <C>               <C>                 <C>                 
         30        U.S. Treasury Bond              March 1995        $ 3,119,062         $  188,212
        110        U.S. Treasury Note 5 Yr         March 1995         11,383,282            364,332
         50        U.S. Treasury Note 10 Yr        March 1995          5,218,750            218,375
        160        U.S. Treasury Bond              June 1995          16,550,000            336,613
         70        U.S. Treasury Note 5 Yr         June 1995           7,217,657             59,163
         50        U.S. Treasury Note 10 Yr        June 1995           5,192,188            129,312
                                                                                         $1,296,007
     At February 28, 1995,  the Fund has  sufficient  cash and/or  securities to
     cover any commitments or margin on these contracts.

</TABLE>
                                                          * * *

GMO SHORT-TERM INCOME FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of GMO Trust and the Shareholders of 
GMO Short-Term  Income Fund (A Series of GMO Trust)

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-Term  Income Fund at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 10, 1995





GMO SHORT-TERM INCOME FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>
    PAR VALUE     DESCRIPTION                                                                                        VALUE ($)
<C>               <S>                                                                                                <C>          
                  DEBT OBLIGATIONS - 89.1%
                  ASSET BACKED SECURITIES - 24.2%
$     1,000,000   Fremont SBL Master Trust 93-A Class A, Variable Rate, 6.60% due 3/15/98                                  1,001,094
      1,000,000   Premier Auto Trust 94-4 Class B Certificates, 6.85% due 5/2/99                                             983,719
                                                                                                                           1,984,813
                  STRUCTURED NOTES - 28.2%
      1,000,000   Sallie Mae, Variable Rate, 0.00% due 1/24/96 (a)                                                           943,750
      1,500,000   Toyota Motor Credit, Variable Rate, 0.00% due 7/28/96 (b)                                                1,357,500
                                                                                                                           2,301,250
                  U.S. GOVERNMENT - 36.7%
      3,000,000   U.S. Treasury Note, 6.88% due 10/31/96                                                                   3,006,558

                  TOTAL DEBT OBLIGATIONS (Cost $7,301,796)                                                                 7,292,621

                  SHORT-TERM INVESTMENTS - 22.2%
                  REPURCHASE AGREEMENTS - 15.2%
        415,615   Cantor  Fitzgerald  Repurchase  Agreement  dated 2/28/95,  due
                  3/1/95,  with a maturity  value of $415,678  and an  effective
                  yield of 5.48%,  collateralized  by U.S.  Treasury  Bonds with
                  rates ranging from 4.25% to 8.75% and maturities  ranging from
                  5/15/96 to 5/15/17, with an aggregate market of $425,097.                                                  415,615

        415,615   Prudential Securities Group, Inc. Repurchase Agreement dated
                  2/28/95, due 3/1/95, with a maturity value of $415,681 and an effective
                  yield of 5.75%, collateralized by U.S. Government Agency Obligations
                  with rates ranging from 3.64% to 11.62%, maturities ranging from 5/1/00
                  to 10/25/24, and with an aggregate market value of $423,879.                                               415,615

        415,615   Salomon  Brothers  Repurchase  Agreement,  dated 2/28/95,  due
                  3/1/95,  with a maturity  value of $415,680  and an  effective
                  yield of 5.60%,  collateralized by a U.S. Treasury Bond with a
                  rate of 6.25%, a maturity date of 8/15/23, and with an aggregate
                  market value of $426,939.                                                                                  415,615
                                                                                                                           1,246,845
                  CASH EQUIVALENTS - 7.0%
        575,905   Bank of Boston Time Deposit, 5.39% due 3/1/95                                                              575,905

                  TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                         1,822,750

                  TOTAL INVESTMENTS - 111.3%
                  (Cost $9,124,546) * *                                                                            $       9,115,371

                  Other Assets and Liabilities (net) - (11.3%)                                                             (921,875)

                  TOTAL NET ASSETS - 100.0%                                                                        $       8,193,496

                  NOTES TO SCHEDULE OF INVESTMENTS:

                  Variable  rates - The rates shown on  variable  rate notes are
                            the current  interest  rates at February  28,  1995,
                            which are  subject  to change  based on the terms of
                            the security.

                  (a)     Interest rate linked to changes in the daily 3 month LIBOR rate.

                  (b)     Interest rate linked to changes in the 3 year Danish Kroner swap rate.

                  **      The aggregate  identified  cost for federal income
                          tax  purposes  is  $9,124,546,  resulting  in  gross
                          unrealized  appreciation and depreciation of $13,460
                          and  $22,635,   respectively,   and  net  unrealized
                          depreciation of $9,175.

</TABLE>
              See accompanying notes to the financial statements.


    GMO SHORT-TERM INCOME FUND
    (A SERIES OF GMO TRUST)

    STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>
<S>                                                                    <C>
    ASSETS:
      Investments, at value (cost $7,301,796) (Note 1)                 $           7,292,621
      Short-term investments, at amortized cost (Note 1)                           1,822,750
      Interest receivable                                                             79,873
      Receivable for expenses waived or borne by Manager (Note 2)                        840

        Total assets                                                               9,196,084


    LIABILITIES:
      Payable for Fund shares repurchased                                            979,726
      Payable to affiliate for management fee (Note 2)                                 1,584
      Accrued expenses                                                                21,278

        Total liabilities                                                          1,002,588


    NET ASSETS (equivalent to $9.56 per share based
      on 856,832 shares outstanding, unlimited shares authorized)      $           8,193,496

    NET ASSETS CONSIST OF:
      Paid-in capital                                                  $           8,271,506
      Undistributed net investment income                                             99,101
      Accumulated net realized loss on investments                                  (167,936)
      Net unrealized depreciation on investments                                      (9,175)

        NET ASSETS                                                     $           8,193,496

</TABLE>
              See accompanying notes to the financial statements.



    GMO SHORT-TERM INCOME FUND
    (A SERIES OF GMO TRUST)

    STATEMENT OF OPERATIONS -  YEAR ENDED FEBRUARY 28, 1995

<TABLE>
<S>                                                                    <C>
    INVESTMENT INCOME:
      Interest (including securities lending income of $160)           $     687,713


    EXPENSES:
      Management fee (Note 2)                                                 32,631
      Audit fees                                                              17,895
      Custodian and transfer agent fees                                        3,612
      Registration fee                                                         2,000
      Legal fees                                                                 541
      Insurance                                                                  156
      Trustee fee (Note 2)                                                        65
      Miscellaneous                                                              424

        Total expenses                                                        57,324
        Less:  expenses waived or borne by Manager (Note 2)                  (24,693)
        Net expenses                                                          32,631
          Net investment income                                              655,082


    REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

        Net realized loss on investments                                    (168,682)
        Change in net unrealized appreciation (depreciation)
         on investments                                                      (44,099)

          Net realized and unrealized loss on investments                   (212,781)


    NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $     442,301
</TABLE>
              See accompanying notes to the financial statements.





    GMO SHORT-TERM INCOME FUND
    (A SERIES OF GMO TRUST)

    STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                 YEAR ENDED
                                                                   FEBRUARY 28, 1995      FEBRUARY 28, 1994
    <S>                                                         <C>                     <C>    
    INCREASE (DECREASE) IN NET ASSETS:
    Operations:
      Net investment income                                     $             655,082   $            446,120
      Net realized gain (loss) on investments                                (168,682)                58,828
      Net change in unrealized appreciation (depreciation)
        on investments                                                        (44,099)              (144,254)

      Net increase in net assets resulting from operations                    442,301                360,694

    Distributions to shareholders from:
      Net investment income                                                  (612,710)              (475,362)
      Net realized gains                                                                            (161,684)
                                                                             (612,710)              (637,046)

    Fund share transactions:  (Note 5)
      Proceeds from sale of shares                                         31,888,771              4,364,168
      Net asset value of shares issued to shareholders
        in payment of distributions declared                                  502,424                454,522

      Cost of shares repurchased                                          (32,122,310)            (6,946,696)

      Net increase in net assets resulting
        from Fund share transactions                                          268,885             (2,128,006)

      Total increase (decrease) in net assets                                  98,476             (2,404,358)

    NET ASSETS:
      Beginning of period                                                   8,095,020             10,499,378

      End of period (including undistributed net
        investment income of $99,101 and
        $56,729, respectively)                                  $           8,193,496   $          8,095,020

</TABLE>
              See accompanying notes to the financial statements.







    GMO SHORT-TERM INCOME FUND
    (A SERIES OF GMO TRUST)

    FINANCIAL HIGHLIGHTS
    (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
                                                     YEAR ENDED FEBRUARY 28/29,
                                             1995     1994        1993       1992 (C)    1991 (B)(C)*

<S>                                         <C>   <C>         <C>        <C>         <C>             
Net asset value, beginning of period       $ 9.79 $     10.05 $    10.11 $     10.00 $    10.00

Income from investment operations:
  Net investment income (a)                  0.63       0.44       0.46        0.56       0.67
  Net realized and unrealized gain
   (loss) on investments                    (0.28)     (0.09)      0.30        0.11         --

    Total from investment operations         0.35       0.35       0.76        0.67       0.67

Less distributions to shareholders from:
  Net investment income                     (0.58)     (0.46)     (0.38)      (0.56)     (0.67)
  Net realized gains                          --       (0.15)     (0.44)        --         --

    Total distributions                     (0.58)     (0.61)     (0.82)      (0.56)     (0.67)

Net asset value, end of period             $ 9.56 $     9.79 $    10.05 $     10.11 $    10.00

Total Return (d)                             3.78%      3.54%      8.25%      11.88%      3.83%

Ratios/Supplemental Data:

 Net assets, end of period (000's)         $ 8,193 $    8,095 $    10,499 $    9,257 $   40,850
 Net expenses to average
   daily net assets (a)                      0.25%      0.25%      0.25%       0.25%      0.25%**
 Net investment income to average
   daily net assets (a)                      5.02%      4.35%      4.94%       5.83%      7.88%**



 Portfolio turnover rate                      335%       243%        649%       135%       --

    *  For the period from the commencement of operations, April 17, 1990 to February 28, 1991.
    ** Annualized.
    (a)Net of fees and expenses voluntarily waived or borne by the Manager of $.02, $.02, $.03, $.03 and
       $.09 per share for the fiscal years ended 1995,  1994, 1993, 1992 and for
       the period ended February 28, 1991, respectively.
    (b)The per share  amounts  and the  number of shares  outstanding  have been
       restated to reflect a one for ten reverse stock split effective  December
       1, 1991.
    (c)The Fund  operated as a money  market fund from April 17, 1990 until June
       30, 1991. Subsequently, the Fund became a short-term income fund.
    (d)The  total  returns  would have been lower had certain  expenses not been
       waived during the period shown.
</TABLE>
              See accompanying notes to the financial statements.




GMO SHORT-TERM INCOME FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS


1.   SIGNIFICANT ACCOUNTING POLICIES

     The GMO Short-Term  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 Trust was established as a Massachusetts  Business Trust under the laws
     of the  Commonwealth of  Massachusetts on June 24, 1985. The Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Short-term  investments with a remaining maturity of sixty days or less may
     be valued  at  amortized  cost  which  approximates  market  value,  unless
     circumstances  dictate otherwise.  Other assets and securities for which no
     quotations are readily  available are valued at fair value as determined in
     good faith by the Trustees.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults, the value of the collateral declines or
     if the seller enters insolvency  proceedings,  realization of collateral by
     the Fund may be delayed or limited.

     INDEXED SECURITIES
     The Fund may also  invest in indexed  securities  whose  redemption  values
     and/or  coupons  are linked to the prices of other  securities,  securities
     indicies, or other financial  indicators.  The Fund uses indexed securities
     to increase or decrease its exposure to  different  underlying  instruments
     and to gain  exposure to markets that may be difficult to invest in 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.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation for lending its securities. At February 28, 1995, the Fund had
     no securities on loan.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary.




     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from  net  investment  income  quarterly,  and net  realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  Distributions  in  excess  of tax  basis
     earnings and profits will be reported in the Fund's financial statements as
     a  return  of  capital.  Furthermore,  differences  in the  recognition  or
     classification of income between the financial  statements and tax earnings
     and profits  which result in  temporary  over-distributions  for  financial
     statement  purposes  are  classified  as  distributions  in  excess  of net
     investment income or accumulated net realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Interest income is
     recorded  on the  accrual  basis.  In  determining  the net gain or loss on
     securities  sold,  the cost of securities  is determined on the  identified
     cost basis. Premium and market discount are amortized and accreted.

     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  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager") for management and investment  advisory services is paid monthly
     at the annual  rate of .25% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice  to the  extent  that the  Fund's  annual  expenses  (including  the
     management  fee but excluding  brokerage  commissions  and transfer  taxes)
     exceed .25% of average daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $65. No  remuneration  is paid
     to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term investments and U.S. Government obligations,  for the year ended
     February 28, 1995, aggregated $4,260,813 and $3,034,523, respectively. Cost
     of purchases and proceeds from sales of U.S. Government  obligations during
     the year aggregated $21,016,294 and $17,838,594, respectively.

4.   PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 66% of the  outstanding  shares of the Fund were held
     by two shareholders each holding in excess of 10% of the Fund's outstanding
     shares.

5.   SHARE TRANSACTIONS

     The Declaration of Trust permits the Trustees to issue an unlimited  number
     of full and fractional  shares of beneficial  interest (without par value).
     Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
                                                               YEAR ENDED                   YEAR ENDED
                                                            FEBRUARY 28, 1995            FEBRUARY 28, 1994
<S>                                                          <C>                         <C>    
Shares sold                                                  3,299,162                   433,133
Shares issued to shareholders in reinvestment
  of distributions                                              52,796                    46,009
Shares repurchased                                          (3,322,035)                 (696,894)
Net increase (decrease)                                         29,923                  (217,752)
Fund shares:
  Beginning of period                                          826,909                 1,044,661
  End of period                                                856,832                   826,909
</TABLE>
                                     * * *


GMO INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of GMO Trust and the Shareholders of
GMO International Bond Fund (A Series of GMO Trust)

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 at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets and the financial  highlights  for the periods  presented,  in conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received,  provide
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 20, 1995





GMO INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>
        PAR VALUE      DESCRIPTION                                                                                         VALUE ($)
<C>                    <S>                                                                                               <C>
                       DEBT OBLIGATIONS - 83.4%
                       ARGENTINA - 2.2%
AGP        5,500,000   Argentina Bocon - Pro 1, Variable Rate, Peso Deposit Rate 1 mo.,  due 4/1/07                        1,595,000
USD        4,500,000   Argentina Bocon - Pro 2, Variable Rate, 1 mo. LIBOR, due 4/1/07                                     1,800,000
                                                                                                                           3,395,000
                       BELGIUM - 2.6%
USD        4,000,000   BBL International Variable Rate, 5.00% due 4/23/99                                                  3,940,000

                       BRAZIL - 4.9%
USD        4,141,653   Republic of Brazil Capitalization Bond, 8.00% due 4/15/14                                           1,682,547
USD        8,000,000   Republic of Brazil New Money Bond, Variable Rate, 6 mo. LIBOR + 13/16 (6.75%),
                           due 4/15/09                                                                                     4,120,000
USD        4,000,000   Republic of Brazil Par Bonds Series YL3, 4.00% Step Up, due 4/15/24                                 1,540,000
                                                                                                                           7,342,547
                       BULGARIA - 0.4%
USD        1,000,000   Bulgaria Discount, 6 mo. LIBOR + 13/16 (7.56%), due 7/28/24                                           433,750
USD        1,000,000   Bulgaria, FLIRB, 2.00% due 7/28/12                                                                    192,500
                                                                                                                             626,250
                       CANADA - 5.6%
CAD        2,000,000   Province of British Columbia, 7.88% due 11/30/23                                                    1,212,807
GBP        2,000,000   Province of Ontario, 6.88% due 9/15/00                                                              2,836,639
CAD        3,000,000   Province of Quebec, 7.50% due 12/1/03                                                               1,914,618
CAD        1,500,000   Province of Saskatchewan, 11.00% due 1/9/01                                                         1,184,239
CAD        2,000,000   Societe Quebec D'Ass D'Eaux, 8.13% due 8/11/03                                                      1,306,238
                                                                                                                           8,454,541
                       CHINA - 0.6%
USD        1,000,000   Bank of China, 8.25% due 3/15/14                                                                      928,827

                       DENMARK - 2.2%
DKK       20,000,000   Kingdom of Denmark, 8.00% due 11/15/01                                                              3,320,451

                       FINLAND - 1.9%
JPY      250,000,000   Republic of Finland, 5.25% due 4/16/98                                                              2,713,289

                       FRANCE - 12.9%
ECU        4,500,000   Caisse Francaise Development, 5.50% due 2/9/01                                                      4,911,030
SEK       20,000,000   Credit Foncier, 6.50% due 2/22/99                                                                   2,355,326
ECU        5,000,000   Government of France, 8.25% due 4/25/22                                                             5,976,990
ECU        4,750,000   Societe Nationale Chemins de France, 9.38% due 3/12/01                                              6,265,199
                                                                                                                          19,508,545
                       GERMANY - 6.0%
JPY      150,000,000   Deutsche Bank Finance NV, 4.38% due 7/16/98                                                         1,592,296
GBP        1,300,000   Dresdner Finance Bank, 6.00% due 12/7/99                                                            1,818,135
JPY      300,000,000   KFW International Finance, 6.00% due 11/29/99                                                       3,397,104
ECU        2,000,000   KFW International Finance, 5.50% due 1/31/01                                                        2,191,239
                                                                                                                           8,998,774
                       INDONESIA - 0.7%
USD        1,000,000   Tjiwi Kimia International, 13.25% due 8/1/01                                                        1,005,000

                       JAPAN - 2.2%
CAD        5,000,000   Japan Highway Public Corp., 7.88% due 9/27/02                                                       3,355,433

                       JORDAN - 0.9%
USD        2,000,000   Jordan Par, 4.00% Step Up, due 12/23/23 144A                                                          720,000
USD        1,000,000   Jordan PDI, Variable Rate, 6 mo. LIBOR + 13/16 (7.63%), due 12/23/05                                  670,000
                                                                                                                           1,390,000
                       MEXICO - 2.5%
FRF       35,000,000   Mexico Par Bond, 6.63% due 12/31/19                                                                 3,391,209
CHF        1,500,000   United Mexican States Par Bond, 3.75% due 12/31/19                                                    441,105
                                                                                                                           3,832,314
                       MULTINATIONAL - 1.1%
ITL    3,000,000,000   Nordic Investment Bank, 10.80% due 5/24/03                                                          1,658,034

                       SOUTH AFRICA - 1.1%
ZAL        8,000,000   Republic of South Africa R153, 13.00% due 8/31/10                                                   1,627,586

                       SOUTH KOREA - 0.7%
USD        1,200,000   Korea Electric Power, 6.38% due 12/1/03                                                             1,053,000

                       SPAIN - 6.6%
ESP      160,000,000   Government of Spain, 11.60% due 1/15/97                                                             1,261,208
ESP      500,000,000   Government of Spain, 10.25% due 11/30/98                                                            3,742,142
ESP      500,000,000   Government of Spain, 11.30% due 1/15/02                                                             3,796,806
ESP      160,000,000   Government of Spain, 10.90% due 8/30/03                                                             1,182,992
                                                                                                                           9,983,148
                       SUPRA NATIONAL - 1.6%
JPY      200,000,000   World Bank, 6.75% due 6/18/01                                                                       2,345,398

                       SWEDEN - 2.2%
SEK       10,000,000   Kingdom of Sweden, 11.00% due 1/21/99                                                               1,398,501
SEK       20,000,000   Kingdom of Sweden, 6.00% due 2/9/05                                                                 1,960,187
                                                                                                                           3,358,688
                       THAILAND - 0.6%
THB       25,000,000   Thai Military Bank, 6.75% due 2/28/97                                                                 943,514

                       TURKEY - 0.4%
GBP          600,000   Republic of Turkey, 9.00% due 10/27/03                                                                677,949

                       UNITED KINGDOM - 4.1%
GBP        2,000,000   Guaranteed Export Financial Corp., 12.88% due 9/29/02                                               3,771,008
GBP        1,500,000   UK Treasury, 9.75% due 8/27/02                                                                      2,501,570
                                                                                                                           6,272,578

                       UNITED STATES - 18.2%

                       Asset Backed Securities - 14.3%
USD        1,436,155   BCI Home Equity Loan 94-1 Class A-1, Variable Rate, 6.37% due 4/15/09                               1,430,452
USD        1,500,000   First International Funding Co, Variable Rate, 6.80% due 6/3/98                                     1,511,250
USD        2,500,000   First USA Credit Card Master Trust 94-4 Class A, Variable Rate, 6.50% due 8/15/03                   2,502,736
USD        2,000,000   Fremont SBL Master Trust 93-A Class A, Variable Rate, 6.60% due 3/15/98                             2,002,188
USD        1,000,000   Potomac Mills Finance Corp, Variable Rate, 6.78% due 10/20/04                                         998,750
USD        2,000,000   Premier Auto Trust 94-4 Class B Certificates, 6.85% due 5/2/99                                      1,967,438
USD          976,661   Resolution Trust Corp 94-C1 Class A3, Variable Rate, 6.61% due 6/25/26                                972,693
USD        3,766,000   Society Student Loan 94-A, Variable Rate, 5.01% due 7/26/21                                         3,748,347
USD        4,500,000   Society Student Loan Trust 93-A Class B, Variable Rate, 6.75% due 7/25/03                           4,490,156
USD        2,000,000   Woodfield Finance Corp, Variable Rate, 6.84% due 10/13/03                                           2,020,000
                                                                                                                          21,644,010
                       CORPORATE OBLIGATIONS - 1.3%
USD        2,000,000   New England Telephone & Telegraph, 7.88% due 11/15/29                                               2,032,500
                       
                       STRUCTURED NOTE - 0.6%
USD        1,000,000   Bankers Trust Medium Term Note, 17.10% due 10/14/97 (b)                                               841,200

                       U.S. GOVERNMENT - 2.0%
USD        3,000,000   U.S. Treasury Note, 6.88% due 10/31/96 (a)                                                          3,006,558

                       TOTAL UNITED STATES                                                                                27,524,268

                       VENEZUELA - 1.2%
USD        1,000,000   Government of Venezuela FLIRB Series A, Variable Rate, 7.00% due 3/31/07                              448,750
USD        3,000,000   Government of Venezuela FLIRB Series B, Variable Rate, 7.00% due 3/31/07                            1,346,250
                                                                                                                           1,795,000

                       TOTAL DEBT OBLIGATIONS (Cost $127,422,217)                                                        126,050,134

                       LOAN PARTICIPATIONS - 2.0%
                       Ivory Coast - 0.3%
FRF       15,000,000   Ivory Coast Syndicated Loan, (Sub-participation with Banque Paribas)*                                 422,535

                       JAMAICA - 0.4%
USD        1,000,000   Republic of Jamaica Syndicated Loan Tranche B, LIBOR + 13/16,
                         (Sub-participation with Salomon)                                                                    630,000

                       MOROCCO - 0.4%
USD        1,000,000   Kingdom of Morocco Registered Loan Agreement Tranche A, LIBOR + 13/16,
                         (Sub-participation with Banque Paribas)                                                             620,000

                       RUSSIA - 0.9%
ECU        1,000,000   Russia Vnesheconombank Promissory Note,
                         (Sub-participation with Bank of America Illinois)*                                                  253,801
FRF       25,000,000   Russia Vnesheconombank Syndicated Loan, (Sub-participation with Banque Paribas)*                    1,129,189
                                                                                                                           1,382,990
                       TOTAL LOAN PARTICIPATIONS (Cost $3,862,999)                                                         3,055,525
   PRINCIPAL AMOUNT
       OF CONTRACTS
     (000's omitted)   CALL OPTIONS PURCHASED - 0.0%
                       CROSS CURRENCY OPTIONS - 0.0%
DEM           30,000   DEM Call/ BEF Put, Expires 8/13/95 Strike 21.07                                                        58,386

                       OPTIONS ON BONDS - 0.0%
USD            6,000   Argentina Par Bond 4.25%, Expires 4/11/95, Strike 49.00                                                     0


                       TOTAL CALL OPTIONS PURCHASED (Cost $493,386)                                                           58,386

                       PUT OPTIONS PURCHASED - 0.3%
                       OPTIONS ON BONDS - 0.3%
USD            5,820   Brazil IDU, Brady Bond, Expires 4/13/95 Strike 78.88                                                  161,476
USD            1,940   Brazil IDU, Brady Bond, Expires 4/17/95 Strike 78.75                                                   48,500
USD            4,850   Brazil IDU, Brady Bond, Expires 5/10/95 Strike 79.44                                                  162,397
USD            1,940   Brazil IDU, Brady Bond, Expires 5/2/95 Strike 75.88                                                    30,070
                                                                                                                             402,443

                       TOTAL PUT OPTIONS PURCHASED (Cost $227,326)                                                           402,443

        PAR VALUE      SHORT-TERM INVESTMENTS - 13.5%
                       REPURCHASE AGREEMENTS - 9.9%
   $       7,500,779   Prudential Securities Group, Inc. Repurchase Agreement
                       dated 2/28/95, due 3/1/95, with a maturity value of $7,501,978
                       and an effective yield of 5.75%, collateralized by U.S. Government
                       Agency Obligations with rates ranging from 3.64% to 11.62%, maturities
                       ranging from 5/1/00 to 10/25/24, and with an aggregate market
                       value of $7,650,745.                                                                                7,500,779


           7,500,779   Salomon Brothers Repurchase Agreement, dated 2/28/95, due
                       3/1/95,  with  a  maturity  value  of  $7,501,946  and an
                       effective  yield  of  5.60%,  collateralized  by  a  U.S.
                       Treasury  Bond with a rate of 6.25%,  a maturity  date of
                       8/15/23, and with an aggregate market value of $7,705,145.                                          7,500,779
                                                                                                                          15,001,558
                       CASH EQUIVALENTS - 3.6%
           5,341,614   Bank of Boston Time Deposit, 5.39% due 3/1/95                                                       5,341,614


                       TOTAL  SHORT-TERM INVESTMENTS (at amortized cost)                                                  20,343,172

                       TOTAL INVESTMENTS - 99.2%
                       (Cost $152,349,100) * *                                                                      $    149,909,660

                       Other Assets and Liabilities (net) - 0.8%                                                           1,279,711

                       TOTAL NET ASSETS - 100.0%                                                                    $    151,189,371






                  NOTES TO THE SCHEDULE OF INVESTMENTS:


                  The  principal  amount  of  each  security  is  stated  in the
                  currency in which the security is denominated.

                  AGP     -  Argentinian Peso                      FRF    -    French Franc
                  BEF     -  Belgian Franc                         GBP    -    Pound Sterling
                  CAD     -  Canadian Dollar                       ITL    -    Italian Lira
                  CHF     -  Swiss Franc                           JPY    -    Japanese Yen
                  DEM     -  German Mark                           SEK    -    Swedish Krona
                  DKK     -  Danish Krone                          THB    -    Thai Baht
                  ECU     -  European Currency Unit                USD    -    United States Dollar
                  ESP     -  Spanish Peseta                        ZAL    -    South African Rand

                  (a)        All or a portion of this security is held as collateral for open futures contract

                  (b)        Principal is linked to the value of the Brazilian Capitalization Bond and the
                             Brazilian IDU Bond.

                  Variable Rates - The rates shown on variable  rate notes are
                             the current  interest  rates at February  28, 1995,
                             which are  subject to change  based on the terms of
                             the security.

                  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 buyers.

                  *          Non performing.  Borrower not currently paying interest.

                  **         The aggregate  identified cost for federal income
                             tax  purposes is  $152,349,100  resulting  in gross
                             unrealized   appreciation   and   depreciation   of
                             $2,194,224 and  $4,633,664,  respectively,  and net
                             unrealized depreciation of $2,439,440.
</TABLE>
              See accompanying notes to the financial statements.



GMO INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>
<S>                                                                <C>
ASSETS:
  Investments, at value (cost $132,005,928) (Note 1)               $         129,566,488
  Short-term investments, at amortized cost (Note 1)                          20,343,172
  Foreign currency, at value (cost $481,256) (Note 1)                            482,818
  Interest receivable                                                          3,790,113
  Receivable for investments sold                                                690,534
  Receivable for option premiums                                                  64,190
  Receivable for Fund shares sold                                                419,000
  Receivable from brokers for open futures contracts (Note 1)                    211,280
  Receivable for open forward foreign currency contracts (Note 6)              1,232,076
  Receivable for expenses waived or borne by Manager (Note 2)                      9,548

    Total assets                                                             156,809,219



LIABILITIES:
  Payable for investments purchased                                            4,181,496
  Written options outstanding, at value (premiums $354,160) (Note 6)             461,060
  Payable for Fund shares repurchased                                            356,000
  Premiums payable on options purchased (Note 1)                                  58,386
  Payable for open forward foreign currency contracts (Note 6)                   430,916
  Payable to affiliate for management fee (Note 2)                                44,739
  Accrued expenses                                                                87,251

    Total liabilities                                                          5,619,848



NET ASSETS (equivalent to $9.64 per share based
  on 15,687,479 shares outstanding, unlimited shares authorized)   $         151,189,371

NET ASSETS CONSIST OF:
  Paid-in capital                                                  $         152,319,198
  Undistributed net investment income                                          3,765,102
  Accumulated net realized loss                                               (3,341,397)
  Net unrealized depreciation                                                 (1,553,532)

    NET ASSETS                                                     $         151,189,371
</TABLE>
              See accompanying notes to the financial statements.






GMO INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

STATEMENT OF OPERATIONS - YEAR ENDED FEBRUARY 28, 1995
<TABLE>
<S>                                                              <C>
INVESTMENT INCOME:
  Interest (including securities lending income of $1,019, and
    net of foreign tax expense of $4,780)                        $   6,831,915

EXPENSES:
  Management fee (Note 2)                                              345,558
  Custodian and transfer agent fees                                     90,017
  Audit fees                                                            71,584
  Legal Fees                                                             8,934
  Registration                                                           8,525
  Insurance                                                                974
  Trustee fee (Note 2)                                                     388
  Miscellaneous                                                            821

    Total expenses                                                     526,801

    Less:  expenses waived or borne by Manager (Note 2)               (181,243)

    Net expenses                                                       345,558

      Net investment income                                          6,486,357
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES
  CONTRACTS,  WRITTEN OPTIONS,  FOREIGN CURRENCY,  FORWARD 
  CONTRACTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
    Net realized gain (loss) on:
      Investments                                                   (2,465,597)
      Closed futures contracts                                      (1,398,771)
      Written options                                                1,262,439
      Foreign currency, forward contracts and
        foreign currency related transactions                        6,033,088
        Net realized gain                                            3,431,159

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                   (1,864,869)
      Open futures contracts                                           (47,387)
      Written options                                                 (158,727)
      Foreign currency, forward contracts and foreign
        currency related transactions                                  911,221
        Net unrealized loss                                         (1,159,762)
    Net realized and unrealized gain on investments,  
      futures contracts, written options, foreign currency,
      forward contracts and foreign currency related
      transactions                                                   2,271,397
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS             $   8,757,754
</TABLE>
              See accompanying notes to the financial statements.




GMO INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)


STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                       YEAR ENDED       PERIOD ENDED
                                                                   FEBRUARY 28, 1995     FEBRUARY 28,
<S>                                                             <C>                   <C>  
INCREASE (DECREASE) IN NET ASSETS:
Operations:
   Net investment income                                        $           6,486,357 $      317,154
   Net realized gain (loss) on investments, closed futures
     contracts, written options, foreign currency, forward
     contracts and foreign currency related transactions                    3,431,159       (163,626)
   Change in net unrealized depreciation on investments,
     open futures contracts, written options, foreign currency,
     forward contracts and foreign currency
     related transactions                                                  (1,159,762)      (393,770)

   Net increase (decrease) in net assets resulting from operations          8,757,754       (240,242)

Distributions to shareholders from:
   Net investment income                                                   (6,618,737)        -
   Net realized gains                                                      (3,028,602)        -
                                                                           (9,647,339)        -

Fund share transactions:  (Note 5)
   Proceeds from sale of shares                                           137,180,193     39,771,720
   Net asset value of shares issued to shareholders
     in payment of distributions declared                                   6,467,224
   Cost of shares repurchased                                             (31,018,305)       (81,634)

   Net increase in net assets resulting
     from Fund share transactions                                         112,629,112     39,690,086

   Total increase in net assets                                           111,739,527     39,449,844

NET ASSETS:
   Beginning of period                                                     39,449,844         -


   End of period (including undistributed net investment
     income of $3,765,102 and $41,678, re                       $         151,189,371 $   39,449,844

* Period from December 22, 1993  (commencement  of  operations)  to February 28,
1994.
</TABLE>
              See accompanying notes to the financial statements.




GMO INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>


                                                               PERIOD FROM DECEMBER 22, 1993
                                           YEAR ENDED        (COMMENCEMENT OF OPERATIONS) TO
                                         FEBRUARY 28, 1995         FEBRUARY 28, 1994

<S>                                           <C>               <C>             
NET ASSET VALUE, BEGINNING OF PERIOD          $       9.96      $          10.00

Income (loss) from investment operations:
  Net investment income (a)                            0.98                  0.08
  Net realized and unrealized loss
   on investments                                    (0.21)                (0.12)

    Total from investment operations                  0.77                 (0.04)

Less distributions to shareholders:
  From net investment income                         (0.75)              -
  From net realized gains                            (0.34)              -

    Total distributions                              (1.09)              -

NET ASSET VALUE, END OF PERIOD               $        9.64      $           9.96

TOTAL RETURN (B)                                      8.23%               (0.40%)


RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period                  $     151,189      $         39,450
  Net expenses to average
    daily net assets (a)                              0.40%                 0.40%*
  Net investment income to average
    daily net assets (a)                              7.51%                 5.34%*
  Portfolio turnover rate                              141%                   14%

*   Annualized.
(a) Net of fees and expenses  voluntarily waived or borne by the Manager of $.02
    and .01 for the fiscal year ended February 28, 1995 and for the period ended
    February 28, 1994, respectively.
(b) Calculation  excludes  subscription  fees.  The total return would have been
    lower had certain expenses not been waived during the periods shown.
</TABLE>
              See accompanying notes to the financial statements.



GMO INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES

     The 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 Trust was established as a Massachusetts  Business Trust under the laws
     of the  Commonwealth of  Massachusetts on June 24, 1985. The Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Securities  which are primarily  traded on foreign  exchanges are generally
     valued  at the  preceding  closing  values  of  such  securities  on  their
     respective  exchanges,  and  those  values  are then  translated  into U.S.
     dollars  at  the  current  exchange  rate.  Short-term  investments  with a
     remaining maturity of sixty days or less are valued at amortized cost which
     approximates  market  value.  Other  assets  and  securities  for  which no
     quotations are readily available are valued in good faith by the Trustees.

     FOREIGN CURRENCY TRANSLATION
     The  accounting  records of the Fund are  maintained in U.S.  dollars.  The
     market values of foreign securities, currency holdings and other assets and
     liabilities are translated to U.S. dollars based on the prevailing exchange
     rates  each  business  day.  Income  and  expenses  denominated  in foreign
     currencies  are  translated  at prevailing  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
     net exchange gains and losses on disposition of foreign  currencies and the
     difference between the amount of investment income and foreign  withholding
     taxes recorded on the Fund's books and the U.S. dollar  equivalent  amounts
     actually received or paid.


     FUTURES CONTRACTS
     The Fund may use futures  contracts  to manage its exposure to the bond and
     currency  markets.  Buying futures tends to increase the Fund's exposure to
     the  underlying  instrument.  Selling  futures tends to decrease the Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 6 for
     all open futures contracts held as of February 28, 1995.

     FORWARD CURRENCY CONTRACTS
     The Fund may enter  into  forward  currency  contracts  and  forward  cross
     currency  contracts in connection with settling planned  purchases or sales
     of securities or to hedge the currency exposure associated with some or all
     of the Fund's  portfolio  securities.  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 and the change in value is recorded by the Fund
     as an  unrealized  gain  or  loss.  When a  forward  currency  contract  is
     extinguished,  through  delivery or offset by entering into another forward
     currency  contract,  the Fund records a realized  gain or loss equal to the
     difference  between the value of the contract at the time it was opened and
     the value of the contract at the time it was extinguished or offset.  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 the  value  of  the  currency  changes
     unfavorably to the U.S. dollar. The U.S. dollar value of the currencies the
     Fund has committed to buy or sell is shown under Note 6 and  represents the
     currency  exposure  the  Fund  has  acquired  or  hedged  through  currency
     contracts as of February 28, 1995.

     OPTIONS
     The Fund may write call and put options on  securities  it owns or in which
     it may invest.  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
     offset against the proceeds or amounts paid on the transaction to determine
     the  realized  gain or loss.  If a written  put  option is  exercised,  the
     premium reduces the cost basis of the securities purchased by the Fund. The
     Fund as a writer of an option has no control  over  whether the  underlying
     securities may be sold (call) or purchased  (put) and as a result bears the
     market  risk  of an  unfavorable  change  in  the  price  of  the  security
     underlying the written  option.  There is the risk the Fund may not be able
     to enter into a closing transaction because of an illiquid market. See Note
     6 for a summary of open written option contracts as of February 28, 1995.

     The Fund may also  purchase put and call  options.  The Fund pays a premium
     which is included in the Fund's  Statement of Assets and  Liabilities as an
     investment and  subsequently  marked to market to reflect the current value
     of the option.  The risk associated with purchasing put and call options is
     limited to the premium paid.

     In some cases,  depending upon the executing broker,  premiums on purchased
     and written options are not paid or received until the contracts  expire or
     are closed or exercised.  These  contracts are marked to market daily,  and
     the daily change in market value is paid to or received from the respective
     broker.  A  corresponding   payable  or  receivable  is  recorded  for  the
     accumulated unrealized position received or paid. Upon settlement,  the net
     payable or  receivable  for original  premiums and  accumulated  unrealized
     gains and losses is paid to or received  from the broker and a gain or loss
     is realized.

     LOAN AGREEMENTS
     The Fund may invest in loan  agreements  which are  indirect  interests  in
     amounts owed by a corporate,  governmental, or other borrower to lenders or
     lending  syndicates.  A loan  is  often  administered  by a bank  or  other
     financial  institution (the lender) that acts as agent for all holders. The
     lender  administers  the  terms  of the  loan,  as  specified  in the  loan
     agreement.  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.  In  addition,  if the Fund  invests  in the
     indebtedness of an emerging country,  there is a risk that the governmental
     entities  responsible  for the  repayment  of the  debt  may be  unable  or
     unwilling to pay the principal and interest when due.

     INDEXED SECURITIES
     The Fund may also  invest in indexed  securities  whose  redemption  values
     and/or  coupons  are linked to the prices of other  securities,  securities
     indices, or other financial indicators. The Fund uses indexed securities to
     increase or decrease its exposure to different  underlying  instruments and
     to gain  exposure  to markets  that may be  difficult  to invest in 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.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults and the value of the collateral declines
     or if the seller enters insolvency  proceedings,  realization of collateral
     by the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower fail  financially.  The Fund receives  compensation for
     lending its securities. At February 28, 1995, the Fund had no securities on
     loan.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal income or excise tax is necessary. Withholding taxes on foreign
     interest  and dividend  income have been  withheld in  accordance  with the
     applicable country's tax treaty with the United States.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from net investment income  semi-annually,  and net realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for foreign currency transactions.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.
<TABLE>
<CAPTION>
           Undistributed Net Investment          Accumulated Net Realized
                      Income                             Loss                     Paid-in Capital
                  <S>                                <C>                               <C>  
                  $3,855,804                         ($3,855,804)                        __
</TABLE>

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Interest income is
     recorded  on the  accrual  basis.  In  determining  the net gain or loss on
     securities  sold,  the cost of securities  is determined on the  identified
     cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated in such a manner as deemed  equitable by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .15% of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund. For the year ended  February 28, 1995, the Fund received  $190,309 in
     purchase  premiums.  There is no premium for cash  redemptions,  reinvested
     distributions or in-kind transactions.

     INVESTMENT RISK
     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 and the
     possible  imposition  of  currency  exchange  blockages  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.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager"), for management and investment advisory services is paid monthly
     at the annual  rate of .40% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice to the extent that the Fund's annual expenses exceed .40% of average
     daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the year ended February 28, 1995, was $388. No  remuneration is paid
     to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments and U.S. Government  obligations for the year ended
     February 28, 1995, aggregated  $189,148,454 and $95,702,553,  respectively.
     Cost of purchases  and proceeds from sales of U.S.  Government  obligations
     were $14,017,544 and $10,917,031, respectively.

4.  PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 61% of the  outstanding  shares of the Fund were held
     by  three  shareholders,  each  holding  in  excess  of 10%  of the  Fund's
     outstanding shares.

5.   SHARE TRANSACTIONS

     The Declaration of Trust permits  Trustees to issue an unlimited  number of
     full and  fractional  shares of  beneficial  interest  (without par value).
     Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
                                                            Period from
                                                          December 22, 1993
                                 Year Ended       (Commencement of Operations) to
                              February 28, 1995           February 28, 1994
<S>                                 <C>                    <C>      
Shares sold                         14,201,980             3,968,013
Shares issued to shareholders in
 reinvestment of distributions         696,838                  --
Shares repurchased                  (3,171,314)               (8,038)
Net increase                        11,727,504             3,959,975
Fund shares:
Beginning of period                  3,959,975                  --
End of period                       15,687,479             3,959,975
</TABLE>

6.  FINANCIAL INSTRUMENTS

     A summary of outstanding  financial  instruments at February 28, 1995 is as
     follows:

FORWARD CURRENCY CONTRACTS
<TABLE>
<CAPTION>
                                                                                                   Net Unrealized
       Settlement                                          Units of                                 Appreciation
          Date              Deliver/Receive                Currency          In Exchange for       (Depreciation)
<S>                         <C>                        <C>                  <C>             <C>
          Sales
         3/31/95            Australian Dollars              5,000,000       $    3,664,250  $          (17,332)
         4/28/95            French Francs                   5,000,000              952,744             (18,322)
         3/2/95             German Deutsche Marks              94,000               64,230                  35
         3/31/95            Swedish Krona                  63,000,000            8,691,140             134,191
                                                                                            $           98,572
           Buys
         5/1/95             Canadian Dollars               30,000,000       $   21,217,908  $          281,509
         4/28/95            Danish Krone                   20,000,000            3,347,280              88,496
         5/2/95             European Currency Units        30,000,000           37,408,500             654,600
         3/2/95             German Deutsche Marks              85,500               58,422                 (32)
         3/31/95            German Deutsche Marks          36,000,000           24,657,534             (50,018)
         3/1/95             Italian Lira                      871,941                  520                   2
         3/31/95            Italian Lira               15,000,000,000            9,121,036            (173,140)

                                                                                             $         801,417
</TABLE>

FORWARD CROSS CURRENCY CONTRACTS
<TABLE>
<CAPTION>
                                                                                                   Net Unrealized
       Settlement                                          Units of                                 Appreciation
          Date              Deliver/Receive                Currency          In Exchange for       (Depreciation)
<S>                         <C>                        <C>                  <C>                <C>
          4/28/95           German Deutsche Marks/     DEM      10,000,000  FRF    34,770,000  $        (88,167)
                            French Francs

          3/31/95           German Deutsche Marks/     DEM       5,000,000  CHF     4,254,500            17,717
                            Swiss Francs
                                                               
          3/31/95           Italian Lira/              ITL   4,490,400,000  DEM     4,000,000          (83,905)
                            German Deutsche Marks

          3/31/95           Spanish Pesetas/           ESP   1,326,675,000  DEM    15,000,000           55,526
                            German Deutsche Marks

                                                                                                $      (98,829)
</TABLE>



FUTURES CONTRACTS
<TABLE>
<CAPTION>
                                                                                                 Net Unrealized
    Number of                                                                                     Appreciation
    Contracts                      Type                    Expiration Date    Contract Value     (Depreciation)
<S>                <C>                                          <C>              <C>          <C>
        Buys
             50    Australian Dollar 3 Year                      March 1995      $    343,302 $          104,937
             75    Australian Dollar 10 Year                     March 1995           579,674            246,180
             40    Canadian Government Bond                      March 1995         2,918,189            148,534
             94    Italian Government Bond 5 Year                March 1995        14,234,387          (224,823)
             48    Italian Government Bond 10 Year               March 1995         5,988,536          (160,918)
             25    Italian Government Bond                        June 1995         2,969,821          (106,480)
            120    Japanese Yen                                  March 1995        15,532,580            401,100
             62    Japanese Yen                                   June 1995         8,111,925            135,997
            145    MATIF ECU Bond                                March 1995        14,459,052            220,200
             85    U.K. Gilt                                     March 1995         6,848,069           (11,324)
                                                                                              $          753,403
          Sales
             64    German Deutsche Mark                          March 1995         5,477,600 $        (377,280)
             20    MATIF                                         March 1995         2,076,077              1,537
             70    Swiss Government Bond                         March 1995         5,612,669           (60,799)
             45    U.S. Treasury Note                            March 1995         4,696,875          (252,056)
                                                                                              $        (688,598)
</TABLE>

     At February  28,  1995,  the Fund has cash and/or  securities  to cover any
     margin requirements on open futures contracts.

WRITTEN OPTION TRANSACTIONS   
<TABLE>
<CAPTION>
                                               Puts                         Calls
                                      Numbers of                  Numbers of
                                       Contracts   Premiums        Contracts    Premiums
<S>                                      <C>     <C>                  <C>    <C>       
Outstanding, beginning of period           --    $       --            42    $     175,725
Options written                            37       498,641            68        1,643,313
Options terminated in closing
 transactions                             (20)      (62,932)           --               --
Options exercised                         (13)     (240,063)          (23)        (474,032)
Options expired                            (1)      (28,070)          (85)      (1,158,422)
Outstanding, end of period                  3    $   167,576            2    $    186,584

</TABLE>

SUMMARY OF WRITTEN OPTIONS OUTSTANDING
<TABLE>
<CAPTION>

                       Principal Amount
                         of Contracts
                       (000's omitted)   Exercise Price   Expiration Date        Value
<S>                      <C>               <C>                <C>           <C>
Calls
DEM Call/FRF Put            20,000 DEM      3.63 DEM          8/31/95       $     64,190
Japanese Yen Call        1,000,000 JPY     90.00 JPY          6/22/95             41,370
                                                                            $    105,560
Puts
Republic of Brazil
Capitalization Bond Put      5,000 USD      45.94 USD         5/10/95       $    355,500

</TABLE>

                                     * * *




GMO INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS (UNAUDITED)

     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated  1.02% of the total  distributions  as net capital gain
     dividends.



GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of GMO Trust and the Shareholders of
GMO Currency Hedged International Bond Fund (A Series of GMO Trust)


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 at February 28, 1995, and the results of its  operations,  the changes
in its net assets and the financial highlights for the period from September 30,
1994  (commencement  of  operations)  to February 28, 1995, in  conformity  with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility of the Trust'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 generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audit,  which  included  confirmation  of  securities  at  February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received, provides
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 20, 1995





GMO CURRENCY HEDGED  INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS
(SHOWING  PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995

<TABLE>
<CAPTION>
          PAR VALUE       DESCRIPTION                                                                                   VALUE ($)

                          DEBT OBLIGATIONS - 91.0%
                          ARGENTINA - 2.3%
<C>           <C>         <S>                                                                          <C>
AGP           7,500,000   Argentina Bocon - Pro 1, Variable Rate, Peso Deposit Rate 1 mo.,
                              due 4/1/07                                                                                   2,175,000
USD           8,000,000   Argentina Bocon - Pro 2, Variable Rate, 1 mo. LIBOR, due 4/1/07                                  3,200,000
                                                                                                                           5,375,000
                          AUSTRALIA - 7.4%
AUD          14,000,000   Government of Australia, 13.00% due 7/15/00                                                     11,743,887
AUD           5,000,000   Queensland Treasury, 6.50% due 6/14/05                                                           2,824,242
AUD           4,000,000   Treasury Corp of Victoria, 12.50% due 7/15/00                                                    3,257,608
                                                                                                                          17,825,737
                          BRAZIL - 5.1%
USD          11,388,300   Republic of Brazil Capitalization Bond, 8.00% due 4/15/14                                        4,627,004
USD          10,000,000   Republic of Brazil New Money Bond, Variable Rate, 6 mo. LIBOR + 13/16,                           5,150,000
                             (6.75%), due 4/15/09
USD           6,500,000   Republic of Brazil Par Bonds Series YL3, 4.00% Step Up, due 4/15/24                              2,502,500
                                                                                                                          12,279,504
                          BULGARIA - 0.5%
USD           6,400,000   Bulgaria, FLIRB, 2.00% due 7/28/12                                                               1,232,000

                          CANADA - 4.3%
CAD           8,600,000   Canada (Cayman) Government , 7.25% due 6/1/08                                                    5,220,943
CAD           3,500,000   Government of Canada, 10.75% due 3/15/98                                                         2,694,049
CAD           3,000,000   Government of Canada, 10.25% due 3/15/14                                                         2,447,176
                                                                                                                          10,362,168
                          COSTA RICA - 0.5%
USD           1,531,860   Costa Rica, Variable Rate, 3 mo. LIBOR + 13/16 (7.06%), due 5/21/05                              1,133,576

                          DENMARK - 1.4%
DKK          20,000,000   Kingdom of Denmark, 8.00% due 11/15/01                                                           3,320,451

                          FRANCE - 16.7%
ECU           6,000,000   Caisse Francaise Development, 5.50% due 2/9/01                                                   6,551,940
SEK          20,000,000   Credit Foncier, 6.50% due 2/22/99                                                                2,354,891
ECU          20,000,000   Government of France, 8.25% due 4/25/22                                                         23,907,960
ECU           5,250,000   Societe Nationale Chemins de France, 9.38% due 3/12/01                                           6,924,694
                                                                                                                          39,739,485
                          GERMANY - 2.4%
JPY         500,000,000   KFW International Finance, 6.00% due 11/29/99                                                    5,661,841

                          ITALY - 2.6%
ECU           5,000,000   Government of Italy, 9.25% due 3/7/11                                                            6,186,375

                          JORDAN - 0.8%
USD           2,455,000   Jordan Discount, Variable Rate, 6 mo. LIBOR + 13/16 (7.63%), due 12/23/23                        1,522,100
USD           1,000,000   Jordan Par, 4.00% Step Up, due 12/23/23                                                            360,000
                                                                                                                           1,882,100
                          MEXICO - 2.1%
FRF          51,500,000   Mexico Par Bond, 6.63% due 12/31/19                                                              4,989,922

                          MULTINATIONAL - 1.6%
ITL       7,000,000,000   Nordic Investment Bank, 10.80% due 5/24/03                                                       3,868,746

                          PORTUGAL - 1.9%
ECU           4,200,000   Republic of Portugal, 6.00% due 2/16/04                                                          4,450,383

                          SOUTH AFRICA - 0.6%
ZAL           8,000,000   Republic of South Africa R153, 13.00% due 8/31/10                                                1,627,586

                          SPAIN - 3.3%
ESP         500,000,000   Government of Spain, 10.25% due 11/30/98 (a)                                                     3,742,142
ESP         250,000,000   Government of Spain, 11.30% due 1/15/02                                                          1,898,793
ESP         300,000,000   Government of Spain, 10.90% due 8/30/03                                                          2,218,109
                                                                                                                           7,859,044
                          SUPRA NATIONAL - 3.2%
ITL      16,000,000,000   Eurofima, 8.38% due 10/27/03                                                                     7,712,345

                          SWEDEN - 4.4%
SEK          40,000,000   Kingdom of Sweden, 11.00% due 1/21/99                                                            5,594,002
SEK          50,000,000   Kingdom of Sweden, 6.00% due 2/9/05                                                              4,900,467
                                                                                                                          10,494,469
                          UNITED KINGDOM - 4.0%
GBP           2,400,000   Guaranteed Export Financial Corp., 12.88% due 9/29/02                                            4,525,209
GBP           3,000,000   UK Treasury, 9.75% due 8/27/02                                                                   5,003,141
                                                                                                                           9,528,350

                          UNITED STATES - 25.0%

                          ASSET BACKED SECURITIES - 19.1%
USD           4,920,000   CIT Group Securitization Corp 95-1 Class A4, 8.95% due 8/15/20                                   4,921,538
USD           2,500,000   Discover Card Trust 91-F Class A, 7.85% due 11/21/00                                             2,522,023
USD           2,500,000   First USA Credit Card Master Trust 94-4 Class A, Variable Rate, 6.50%
                             due 8/15/03                                                                                   2,502,734
USD           5,000,000   First USA Credit Card Master Trust 95-2 A, Variable Rate, 6.37% due 10/15/04                     5,000,000
USD           5,000,000   HFC Home Equity Loan Cert 91-1 B, Variable Rate, 6.98% due 1/19/06                               5,027,344
USD          10,000,000   Keycorp Student Loan Trust 94-B Class Certificates, Variable Rate, 6.79%
                             due 11/25/21                                                                                  9,975,000
USD           1,000,000   Potomac Mills Finance Corp, Variable Rate, 6.78% due 10/20/04                                      998,750
USD           1,953,321   Resolution Trust Corp 94-C1 Class A3, Variable Rate, 6.61% due 6/25/26                           1,945,386
USD           2,000,000   SMS Student Loan Trust 94-B Class Certificates, Variable Rate, 6.81%
                             due 10/25/23                                                                                  1,995,625
USD           4,500,000   Society Student Loan Trust 93-A Class A2, Variable Rate, 6.45% due 7/25/03                       4,500,000
USD             500,000   Society Student Loan Trust 93-A Class B, Variable Rate, 6.75% due 7/25/03                          498,906
USD           2,500,000   Swift 94-A Class A, Variable Rate, 6.28% due 3/15/99                                             2,501,172
USD           3,000,000   Woodfield Finance Corp, Variable Rate, 6.84% due 10/13/03                                        3,030,000
                                                                                                                          45,418,478

                          CORPORATE OBLIGATIONS - 1.3%
USD           3,000,000   New England Telephone & Telegraph, 7.88% due 11/15/29                                            3,048,750

                          STRUCTURED NOTES - 3.8%
USD           2,000,000   Bankers Trust Medium Term Note, 17.10% due 10/14/97 (c)                                          1,682,400
USD           4,000,000   Sallie Mae, Variable Rate, 0.00% due 1/24/96 (d)                                                 3,775,000
USD           4,000,000   Toyota Motor Credit, Variable Rate, 0.00% due 7/28/96 (e)                                        3,620,000
                                                                                                                           9,077,400
                          U.S. GOVERNMENT - 0.8%
USD           2,000,000   U.S. Treasury Note, 6.88% due 10/31/96 (b)                                                       2,004,372

                          TOTAL UNITED STATES                                                                             59,549,000

                          VENEZUELA - 0.9%
USD           5,000,000   Government of Venezuela FLIRB Series B, Variable Rate, 7.00% due 3/31/07                         2,243,750

                          TOTAL DEBT OBLIGATIONS (Cost $217,976,754)                                                     217,321,832

                          LOAN PARTICIPATIONS - 1.7%
                          JAMAICA - 0.5%
USD           2,000,000   Republic of Jamaica Syndicated Loan Tranche B, LIBOR + 13/16,
                             (Sub-participation with Salomon)                                                              1,260,000

                          MEXICO - 0.7%
USD           2,892,725   United Mexican States Combined Old New Money Registered Loan,
                             LIBOR + 13/16, (Sub-participation with Chase Manhattan
                             Bank)                                                                                         1,677,781

                          RUSSIA - 0.5%
CHF           5,000,000   Russia Vnesheconombank Syndicated Loan,
                             (Sub-participation with Banque Paribas)*                                                        886,239
ECU           1,000,000   Russia Vnesheconombank Promissory Note,
                             (Sub-participation with Bank of America, Illinois)*                                             253,801
                                                                                                                           1,140,040
                          TOTAL LOAN PARTICIPATIONS (Cost $4,827,367)                                                      4,077,821
</TABLE>
<TABLE>
<CAPTION>
  Principal Amount
    of Contracts          CALL OPTION PURCHASED - 0.0%
   (000's omitted)        Cross Currency Options - 0.0%
<C>              <C>      <S>                                                           <C>
DEM              40,000   DEM Call / BEF Put, Expires 8/31/95, Strike 21.07                                                   77,848

                          TOTAL CALL OPTION PURCHASED (Cost $77,848)                                                          77,848

                          PUT OPTIONS PURCHASED - 0.2%
                          OPTIONS ON BONDS - 0.2%
USD               5,820   Brazil IDU, Brady Bond, Expires 4/13/95 Strike 78.88                                               161,476
USD               1,940   Brazil IDU, Brady Bond, Expires 4/17/95 Strike 78.75                                                48,500
USD               4,850   Brazil IDU, Brady Bond, Expires 5/10/95 Strike 79.44                                               162,397
USD               1,940   Brazil IDU, Brady Bond, Expires 5/2/95 Strike 75.88                                                 30,070
                                                                                                                             402,443
                          TOTAL PUT OPTIONS PURCHASED (Cost $227,326)                                                        402,443

           SHARES         RIGHTS - 0.0%
                          MEXICO - 0.0%
              7,221,000   Mexico Value Recovery, Series Rights, Expires 6/30/03                                                    0

                          TOTAL RIGHTS (Cost $0)                                                                                   0

</TABLE>
<TABLE>
<CAPTION>
          PAR VALUE       SHORT-TERM INVESTMENTS - 8.2%
                          REPURCHASE AGREEMENTS - 6.9%
  <C>                     <S>                                                                         <C>
   $          4,757,722   Prudential Securities Group, Inc. Repurchase Agreement
                          dated 2/28/95, due 3/1/95, with a maturity value of $4,758,482
                          and an effective yield of 5.75%, collateralized by U.S. Government
                          Agency Obligations with rates ranging from 3.64% to 11.62%, maturities
                          ranging from 5/1/00 to 10/25/24, and with an aggregate market
                          value of $4,852,826.                                                                             4,757,722

             11,587,114   Salomon Brothers Repurchase Agreement,  dated 2/28/95,
                          due 3/1/95,  with a maturity value of $11,588,916  and
                          an effective yield of 5.60%,  collateralized by a U.S.
                          Treasury Bond with a rate of 6.25%, a maturity date of
                          8/15/23,
                          and with an aggregate market value of $11,902,816.                                              11,587,114
                                                                                                                          16,344,836
                          CASH EQUIVALENTS - 1.3%
              1,574,686   Bank of Boston Time Deposit, 6.16% due 3/1/95                                                    1,574,686
                512,539   Dreyfus Cash Management Money Market Fund Plus, A Shares                                           512,539
                161,450   National Westminster Bank Time Deposit, 6.00% due 3/1/95                                           161,450
                908,325   Provident Institutional Prime Money Market Fund                                                    908,325
                                                                                                                           3,157,000

                          TOTAL SHORT-TERM INVESTMENTS (at amortized cost)                                                19,501,836
                          TOTAL INVESTMENTS - 101.1%
                          (Cost $242,611,131) * *                                                         $              241,381,780

                          Other Assets and Liabilities (net) - (1.1%)                                                    (2,717,342)

                          TOTAL NET ASSETS - 100.0%                                                       $              238,664,438





                   NOTES TO THE SCHEDULE OF INVESTMENTS:


     The  principal  amount of each  security is stated in the currency in which
     the security is denominated.

AGP    -     Argentinian Peso            ESP    -     Spanish Peseta
AUD    -     Australian Dollar           FRF    -     French Franc
BEF    -     Belgian Franc               GBP    -     Great British Pound
CAD    -     Canadian Dollar             ITL    -     Italian Lira
CHF    -     Swiss Franc                 JPY    -     Japanese Yen
DEM    -     German Deutsche Mark        SEK    -     Swedish Krona
DKK    -     Danish Krone                USD    -     United States Dollar
ECU    -     European Currency Unit      ZAL    -     South African Rand


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

                   (b)    This security is held as collateral for open futures contracts.

                   (c)     Principal is linked to the value of the Brazilian Capitalization Bond and the
                             Brazilian IDU Bond.

                   (d)     Interest rate linked to changes in the daily 3 month LIBOR rate.

                   (e)     Interest rate linked to changes in the 3 year Danish Krone swap rate.

                   *        Non-performing.  Borrower not currently paying interest.

                   Variable  rates - The rates shown on variable  rate notes are
                             the current  interest  rates at February  28, 1995,
                             which are  subject to change  based on the terms of
                             the security.

                   **        The aggregate  identified cost for federal income
                             tax  purposes is  $242,611,131  resulting  in gross
                             unrealized   appreciation   and   depreciation   of
                             $3,388,086 and $4,617,437, respectively, and net unrealized 
                             depreciation of $1,229,351.

</TABLE>


              See accompanying notes to the financial statements.

GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995

<TABLE>

<S>                                                                    <C>
ASSETS:
  Investments, at value (cost $223,109,295) (Note 1)                   $         221,879,944
  Short-term investments, at amortized cost (Note 1)                              19,501,836
  Foreign currency, at value (cost $658,377) (Note 1)                                657,668
  Interest receivable                                                              6,640,720
  Receivable for investments sold                                                  3,396,391
  Receivable for Fund shares sold                                                  1,211,156
  Receivable for open forward foreign currency contracts (Note 6)                  1,131,852
  Receivable from brokers on options and open futures contracts (Note 1)             214,425
  Receivable for expenses waived or borne by Manager (Note 2)                         54,586

    Total assets                                                                 254,688,578



LIABILITIES:
  Payable for investments purchased                                               11,725,916
  Payable upon return of securities loaned (Note 1)                                3,155,333
  Payable for open forward foreign currency contracts (Note 6)                       325,372
  Written options outstanding, at value (premiums $199,671) (Note 6)                 451,785
  Payable for Fund shares repurchased                                                115,497
  Premiums payable on options purchased (Note 1)                                      77,848
  Payable to affiliate for management fee (Note 2)                                    87,707
  Accrued expenses                                                                    84,682

    Total liabilities                                                             16,024,140



NET ASSETS(equivalent to $9.99 per share based
  on 23,885,450 shares outstanding, unlimited shares authorized)       $         238,664,438

NET ASSETS CONSIST OF:
  Paid-in capital                                                      $         237,927,839
  Undistributed net investment income                                              2,072,925
  Accumulated net realized gain                                                       37,085
  Net unrealized depreciation                                                     (1,373,411)

    NET ASSETS                                                         $         238,664,438


</TABLE>
              See accompanying notes to the financial statements.


GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

STATEMENT  OF  OPERATIONS  - PERIOD FROM  SEPTEMBER  30, 1994
(COMMENCEMENT  OF OPERATIONS) TO FEBRUARY 28, 1995

<TABLE>
<S>                                                                <C>
INVESTMENT INCOME:
  Interest (including securities lending income of $6,931)         $   5,420,167

EXPENSES:
  Management fee (Note 2)                                                306,031
  Custodian and transfer agent fees                                       49,260
  Audit fees                                                              30,002
  Registration fees                                                       29,744
  Legal fees                                                               1,834
  Insurance                                                                  678
  Trustee fee (Note 2)                                                       254
  Miscellaneous                                                              324

    Total expenses                                                       418,127

    Less:  expenses waived or borne by Manager (Note 2)                 (173,302)

    Net expenses                                                         244,825

      Net investment income                                            5,175,342

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES
  CONTRACTS,  WRITTEN OPTIONS,  FOREIGN CURRENCY,  FORWARD CONTRACTS
  AND FOREIGN CURRENCY RELATED TRANSACTIONS:

    Net realized gain (loss) on:
      Investments                                                     (1,127,038)
      Closed futures contracts                                         1,160,048
      Foreign currency, forward contracts and foreign
        currency related transactions                                 (1,031,056)
        Net realized loss on investments                                (998,046)

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                     (1,229,351)
      Open futures contracts                                            (768,479)
      Written options                                                   (252,114)
      Foreign currency, forward contracts and foreign
        currency related transactions                                    876,533
        Net unrealized loss                                           (1,373,411)

    Net realized and unrealized loss on investments,  futures
    contracts, written options, foreign currency,  forward 
    contracts and foreign currency related transactions               (2,371,457)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $   2,803,885

</TABLE>
              See accompanying notes to the financial statements.

GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

STATEMENT  OF  CHANGES  IN  NET  ASSETS  -  PERIOD  FROM   SEPTEMBER   30,  1994
(COMMENCEMENT OF OPERATIONS) TO FEBRUARY 28, 1995

<TABLE>

<S>                                                                                 <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
   Net investment income                                                            $     5,175,342
   Net realized loss on investments, closed futures contracts,
     foreign currency, forward contracts, and foreign
     currency related transactions                                                         (998,046)
   Change in net unrealized appreciation (depreciation) on investments,
     open futures contracts, written options, foreign currency, forward
     contracts and foreign currency related transactions                                 (1,373,411)

   Net increase in net assets resulting from operations                                   2,803,885

Distributions to shareholders from:
   Net investment income                                                                 (2,089,096)

                                                                                         (2,089,096)
Fund share transactions:  (Note 5)
   Proceeds from sale of shares                                                         251,185,791
   Net asset value of shares issued to shareholders
     in payment of distributions declared                                                   998,389
   Cost of shares repurchased                                                           (14,234,531)

   Net increase in net assets resulting
     from Fund share transactions                                                       237,949,649

   Total increase in net assets                                                         238,664,438

NET ASSETS:
   Beginning of period

   End of period (including undistributed net
     investment income of $2,072,925)                                               $   238,664,438



</TABLE>
              See accompanying notes to the financial statements.



GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>

                                                                  PERIOD FROM SEPTEMBER 30, 1994
                                                                   (COMMENCEMENT OF OPERATIONS)
                                                           TO FEBRUARY 28, 1995

<S>                                                     <C>             
NET ASSET VALUE, BEGINNING OF PERIOD                    $          10.00

Income from investment operations:
  Net investment income (a)                                         0.24
  Net realized and unrealized gain (loss)
   on investments                                                  (0.09)

    Total from investment operations                                0.15

Less distributions to shareholders:
    From net investment income                                     (0.16)

NET ASSET VALUE, END OF PERIOD                          $           9.99

TOTAL RETURN (B)                                                    1.49%


RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period (000's)                     $        238,664
  Net expenses to average
    daily net assets (a)                                            0.40%*
  Net investment income to average
    daily net assets (a)                                            8.46%*
  Portfolio turnover rate                                             64%

*   Annualized.
(a) Net of fees and expenses  voluntarily waived or borne by the Manager of $.01
    per share for the period ended February 28, 1995.
(b) Calculation  excludes  subscription  fees.  The total return would have been
    lower had certain expenses not been waived during the period shown.

</TABLE>
              See accompanying notes to the financial statements.

GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES

     The GMO  Currency  Hedged  International  Bond  Fund  (the  "Fund"),  which
     commenced  operations  on September 30, 1994, 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 Trust was established as a Massachusetts  Business Trust under the laws
     of the  Commonwealth of  Massachusetts on June 24, 1985. The Declaration of
     Trust  permits  the  Trustees  to  create  an  unlimited  number  of series
     ("Funds"),  each of which issues a separate series of shares. The following
     is a summary of significant  accounting policies  consistently  followed by
     the Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Securities  which are primarily  traded on foreign  exchanges are generally
     valued  at the  preceding  closing  values  of  such  securities  on  their
     respective  exchanges,  and  those  values  are then  translated  into U.S.
     dollars  at  the  current  exchange  rate.  Short-term  investments  with a
     remaining maturity of sixty days or less are valued at amortized cost which
     approximates  market  value.  Other  assets  and  securities  for  which no
     quotations are readily available are valued in good faith by the Trustees.

     FOREIGN CURRENCY TRANSLATION
     The  accounting  records of the Fund are  maintained in U.S.  dollars.  The
     market values of foreign securities, currency holdings and other assets and
     liabilities are translated to U.S. dollars based on the prevailing exchange
     rates  each  business  day.  Income  and  expenses  denominated  in foreign
     currencies  are  translated  at prevailing  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
     net exchange gains and losses on disposition of foreign  currencies and the
     difference between the amount of investment income and foreign  withholding
     taxes recorded on the Fund's books and the U.S. dollar  equivalent  amounts
     actually received or paid.

     FUTURES CONTRACTS
     The Fund may use futures  contracts  to manage its exposure to the bond and
     currency  markets.  Buying futures tends to increase the Fund's exposure to
     the  underlying  instrument.  Selling  futures tends to decrease the Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 6 for
     all open futures contracts held as of February 28, 1995.

     FORWARD CURRENCY CONTRACTS
     The Fund may enter  into  forward  currency  contracts  and  forward  cross
     currency  contracts in connection with settling planned  purchases or sales
     of securities or to hedge the currency exposure associated with some or all
     of the Fund's  portfolio  securities.  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 and the change in value is recorded by the Fund
     as an  unrealized  gain  or  loss.  When a  forward  currency  contract  is
     extinguished,  through  delivery or offset by entering into another forward
     currency  contract,  the Fund records a realized  gain or loss equal to the
     difference  between the value of the contract at the time it was opened and
     the value of the contract at the time it was extinguished or offset.  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 the  value  of  the  currency  changes
     unfavorably to the U.S. dollar. The U.S. dollar value of the currencies the
     Fund has committed to buy or sell is shown under Note 6 and  represents the
     currency  exposure  the  Fund  has  acquired  or  hedged  through  currency
     contracts as of February 28, 1995.

     OPTIONS
     The Fund may write call and put options on  securities  it owns or in which
     it may invest.  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
     offset against the proceeds or amounts paid on the transaction to determine
     the  realized  gain or loss.  If a written  put  option is  exercised,  the
     premium reduces the cost basis of the securities purchased by the Fund. The
     Fund as a writer of an option has no control  over  whether the  underlying
     securities may be sold (call) or purchased  (put) and as a result bears the
     market  risk  of an  unfavorable  change  in  the  price  of  the  security
     underlying the written  option.  There is the risk the Fund may not be able
     to enter into a closing transaction because of an illiquid market. See Note
     6 for summary of all open written option contracts as of February 28, 1995.

     The Fund may also  purchase put and call  options.  The Fund pays a premium
     which is included in the Fund's  Statement of Assets and  Liabilities as an
     investment and  subsequently  marked to market to reflect the current value
     of the option.  The risk associated with purchasing put and call options is
     limited to the premium paid.

     In some cases,  depending upon the executing broker,  premiums on purchased
     and written options are not paid or received until the contracts  expire or
     are closed or exercised.  These  contracts are marked to market daily,  and
     the daily change in market value is paid to or received from the respective
     broker.  A  corresponding   payable  or  receivable  is  recorded  for  the
     accumulated unrealized position received or paid. Upon settlement,  the net
     payable or  receivable  for original  premiums and  accumulated  unrealized
     gains and losses is paid to or received  from the broker and a gain or loss
     is realized.

     LOAN AGREEMENTS
     The Fund may invest in loan  agreements  which are  indirect  interests  in
     amounts owed by a corporate,  governmental, or other borrower to lenders or
     lending  syndicates.  A loan  is  often  administered  by a bank  or  other
     financial  institution (the lender) that acts as agent for all holders. The
     lender  administers  the  terms  of the  loan,  as  specified  in the  loan
     agreement.  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.  In  addition,  if the Fund  invests  in the
     indebtedness of an emerging country,  there is a risk that the governmental
     entities  responsible  for the  repayment  of the  debt  may be  unable  or
     unwilling to pay the principal and interest when due.

     INDEXED SECURITIES
     The Fund may also  invest in indexed  securities  whose  redemption  values
     and/or  coupons  are linked to the prices of other  securities,  securities
     indices, or other financial indicators. The Fund uses indexed securities to
     increase or decrease its exposure to different  underlying  instruments and
     to gain  exposure  to markets  that may be  difficult  to invest in 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.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults and the value of the collateral declines
     or if the seller enters insolvency  proceedings,  realization of collateral
     by the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower fail  financially.  The Fund receives  compensation for
     lending its  securities.  At February 28, 1995, the Fund loaned  securities
     having a market value of $3,068,556,  collateralized  by cash in the amount
     of $3,157,000, which was invested in short-term instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal  income or excise tax is necessary.  Taxes on foreign  interest
     and dividend  income have been withheld in accordance  with the  applicable
     country's tax treaty with the United States.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from net investment income  semi-annually,  and net realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing  treatments for foreign  currency  transactions  and  redemptions
     in-kind.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.

<TABLE>
<CAPTION>
           Undistributed Net Investment          Accumulated Net Realized
                      Income                          Gain (Loss)                 Paid-in Capital
                 <S>                                  <C>                            <C>      
                 ($1,013,321)                         $1,035,131                     ($21,810)
</TABLE>

     Distributions  in excess of tax basis earnings and profits will be reported
     in the Fund's  financial  statements  as a return of capital.  Furthermore,
     differences  in the  recognition  or  classification  of income between the
     financial statements and tax earnings and profits which result in temporary
     over-distributions  for  financial  statement  purposes are  classified  as
     distributions  in  excess  of net  investment  income  or  accumulated  net
     realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Interest income is
     recorded  on the  accrual  basis.  In  determining  the net gain or loss on
     securities  sold,  the cost of securities  is determined on the  identified
     cost basis.

     EXPENSES
     The  majority  of  expenses of the Trust are  directly  identifiable  to an
     individual Fund. Expenses which are not readily  identifiable to a specific
     Fund are  allocated in such a manner as deemed  equitable by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .15% of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund. For the period ended February 28, 1995, the Fund received $149,247 in
     purchase  premiums.  There is no premium for cash  redemptions,  reinvested
     distributions or in-kind transactions.

     INVESTMENT RISK
     There are  certain  additional  risks  involved  in  investing  in  foreign
     securities  that are not inherent in  investments  of domestic  securities.
     These risks may involve adverse political and economic developments and the
     possible  imposition  of  currency  exchange  blockages  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.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager"), for management and investment advisory services is paid monthly
     at the annual  rate of .50% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice to the extent that the Fund's annual expenses exceed .40% of average
     daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the period ended  February 28, 1995,  was $254. No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments and U.S.  Government  obligations during the period
     ended  February  28,  1995   aggregated   $296,190,867   and   $75,817,376,
     respectively.  Cost of purchases and proceeds from sales of U.S. Government
     obligations  during  the period  aggregated  $19,945,360  and  $17,944,391,
     respectively.

4.  PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 64% of the  outstanding  shares of the Fund were held
     by  three  shareholders,  each  holding  in  excess  of 10%  of the  Fund's
     outstanding shares.

5.   SHARE TRANSACTIONS

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

<TABLE>
<CAPTION>
                                              Period from
                                           September 30, 1994
                                    (Commencement of Operations) to
                                            February 28, 1995
<S>                                             <C>       
Shares sold                                     25,227,397
Shares issued to shareholders in
 reinvestment of distributions                     101,052
Shares repurchased                              (1,442,999)
Net increase                                    23,885,450
Fund shares:
 Beginning of period                               ___
 End of period                                  23,885,450

</TABLE>

6. FINANCIAL INSTRUMENTS

     A summary of outstanding  financial  instruments at February 28, 1995 is as
     follows:

   FUTURES CONTRACTS

<TABLE>
<CAPTION>
                                                                                                 Net Unrealized
   Number of                                                                                      Appreciation
   Contracts                    Type                    Expiration Date     Contract Value       (Depreciation)
       <C>            <S>                                  <C>          <C>                <C>
       Buys
        43            Australian Dollar 10 year            March 1995   $        297,048   $          130,689
       146            Canadian Government Bond             March 1995         10,659,319              542,021
       142            Italian 5 year Bond                  March 1995         21,501,127             (340,075)
        52            Italian 10 year Bond                 March 1995          6,487,580             (174,327)
        35            Italian 10 year Govt. Bond            June 1995          4,157,750             (149,072)
         5            Japanese 10 year Govt. Bond           June 1995          5,563,179               92,448
         6            Japanese 10 year Govt. Bond          March 1995          6,623,465              116,785
        12            Japanese Yen                         March 1995          1,553,250               26,760
       290            MATIF ECU Bond                       March 1995         28,903,935              137,414
        50            MATIF ECU Bond                        June 1995          5,039,767              (13,890)
       280            U.K. Gilt                            March 1995         22,439,492                9,420
                                                                                           $          378,173
      Sales
        77            Australian Dollar 3 year             March 1995            178,696   $         (100,398)
       100            German Deutsche Mark                 March 1995          8,558,750             (447,800)
         5            MATIF                                March 1995            535,898               (6,384)
       100            Swiss Government Bond                March 1995          8,026,132              (81,164)
       100            U.S. Treasury Note                   March 1995         10,396,875             (510,906)
                                                                                           $       (1,146,652)
</TABLE>


         At February 28, 1995, the Fund has cash and/or securities to cover any
margin requirements on open futures contracts.


FORWARD CURRENCY CONTRACTS

<TABLE>
<CAPTION>
                                                                                Net Unrealized
 Settlement                                  Units of                            Appreciation
   Date          Deliver/Receive             Currency       In Exchange for     (Depreciation)

   Buys
<C>           <S>                             <C>            <C>                <C>           
5/1/95        Canadian Dollars                35,000,000     $   24,754,226     $      328,428
3/2/95        German Deutsche Marks              114,000             77,895                (43)
3/1/95        Italian Lira                     1,324,059                789                  3
                                                                                $      328,388

   Sales
3/31/95       Australian Dollars              35,000,000     $   25,718,000     $      (53,072)
3/31/95       European Currency Units         16,500,000         21,034,200             98,213
4/28/95       French Francs                   25,000,000          4,763,720            (91,613)
 3/2/95       German Deutsche Marks              141,000             96,344                 55
3/31/95       German Deutsche Marks            8,000,000          5,479,452             11,115
3/31/95       Great British Pounds             6,500,000         10,316,800             47,927
3/31/95       Italian Lira                15,000,000,000          9,121,036            173,140
3/31/95       Japanese Yen                   900,000,000          9,326,425            (12,835)
3/31/95       Swedish Krona                  167,000,000         23,036,957            354,248
                                                                           $           527,178
</TABLE>

FORWARD CROSS CURRENCY CONTRACTS
                                              
<TABLE>
<CAPTION>
                                                                                               Net Unrealized
       Settlement                                                                               Appreciation
          Date            Deliver/Receive          Units                  In                   (Depreciation)
                                                   of                     Exchange
                                                   Currency               for
        <C>            <S>                         <C>   <C>              <C>   <C>               <C>
        3/31/95        German Deutsche Marks/      DEM      10,000,000    CHF    8,509,000        $   35,433
                       Swiss Francs                                                                

        3/31/95        Italian Lira/               ITL   6,735,600,000    DEM    6,000,000            83,290
                       German Deutsche Marks

        3/31/95        Spanish Pesetas/            ESP   2,653,350,000    DEM   30,000,000          (167,809)
                       German Deutsche Marks
                                                                                                  $  (49,086)
</TABLE>




WRITTEN OPTION TRANSACTIONS
<TABLE>
<CAPTION>
                                                        Puts                               Calls
                                           Numbers of                         Numbers of
                                           Contracts         Premiums         Contracts          Premiums
<S>                                          <C>          <C>                   <C>            <C>
Outstanding, beginning of period              __          $     __               __            $    __
 Options written                               1            103,386              3                96,285
 Options terminated in closing                __                __                __                __
   transactions
 Options expired                              __                __                __                __
   Outstanding, end of period                  1         $  103,386              3             $  96,285

</TABLE>
     SUMMARY OF WRITTEN OPTIONS OUTSTANDING
<TABLE>
<CAPTION>

                                         Principal Amount of
                                              Contracts                             Expiration
                                           (000's omitted)       Exercise Price        Date            Value
    <S>                                      <C>                 <C>                  <C>          <C>
    Calls
    DEM Call/FRF Put                         30,000 DEM           3.63 DEM            8/31/95      $  96,285

    Puts
    Republic of Brazil
    Capitalization Bond Put                   5,000 USD          45.94 USD            5/10/95      $ 355,500

</TABLE>

                                     * * *



GMO EMERGING COUNTRY DEBT FUND
(A SERIES OF GMO TRUST)
ANNUAL REPORT
FEBRUARY 28, 1995

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of GMO Trust and the  Shareholders of
GMO Emerging  Country Debt Fund (A Series of GMO Trust)

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 at
February 28,  1995,  and the results of its  operations,  the changes in its net
assets  and the  financial  highlights  for  the  period  from  April  19,  1994
(commencement  of operations) to February 28, 1995, in conformity with generally
accepted  accounting  principles.   These  financial  statements  and  financial
highlights   (hereafter   referred  to  as  "financial   statements")   are  the
responsibility of the Trust'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 generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audit,  which  included  confirmation  of  securities  at  February  28, 1995 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received, provides
a reasonable basis for the opinion expressed above.


Price Waterhouse LLP
Boston, Massachusetts
April 20, 1995



GMO EMERGING COUNTRY DEBT FUND
(A SERIES OF GMO TRUST)
SCHEDULE OF INVESTMENTS - CONTINUED
(SHOWING PERCENTAGE OF TOTAL NET ASSETS)
FEBRUARY 28, 1995
<TABLE>
<CAPTION>
           PAR VALUE        DESCRIPTION                                                                                VALUE ($)
<C>                         <S>                                                                                     <C>
                            DEBT OBLIGATIONS - 80.0%
                            ARGENTINA - 15.1%
AGP            46,670,000   Argentina Bocon - Pro 1, Variable Rate, Peso Deposit Rate 1 mo.,  due 4/1/07                 13,534,300
USD            45,500,000   Argentina Bocon - Pro 2, Variable Rate, 1 mo. LIBOR, due 4/1/07                              18,200,000
USD            10,000,000   Republic of Argentina Discount Bond, 6 mo. LIBOR + 13/16 (7.13%), due 3/31/23                 5,112,500
                                                                                                                         36,846,800
                            BRAZIL - 15.6%
USD            33,133,227   Republic of Brazil Capitalization Bond, 8.00% due 4/15/14                                    13,460,373
USD            24,000,000   Republic of Brazil New Money Bond, Variable Rate, 6 mo. LIBOR + 13/16 (6.75%),
                              due 4/15/09                                                                                12,360,000
USD            31,500,000   Republic of Brazil Par Bonds Series YL3, 4.00% Step Up, due 4/15/24                          12,127,500
                                                                                                                         37,947,873
                            Bulgaria - 3.2%
USD             8,000,000   Bulgaria, Discount, 6 mo. LIBOR + 13/16 (7.56%), due 7/28/24                                  3,460,000
USD            22,000,000   Bulgaria, FLIRB, 2.00% due 7/28/12                                                            4,235,000
                                                                                                                          7,695,000
                            CHINA - 0.8%
USD             2,000,000   Bank of China, 8.25% due 3/15/14                                                              1,857,654

                            COSTA RICA - 0.8%
USD             3,600,000   Banco Central Costa Rica Par Bond A, 6.25% due 5/21/10                                        1,872,000

                            DOMINICAN REPUBLIC - 1.6%
USD             7,750,000   Dominican Republic, Discount Bond, 6 mo. LIBOR + 13/16 (7.13%), due 8/30/24                   3,720,000

                            ECUADOR - 1.5%
USD             2,750,217   Republic of Ecuador Discount, Variable Rate, 6 mo. LIBOR + 13/16 (7.25%),
                              due 2/28/25                                                                                 1,216,930
USD             9,400,000   Republic of Ecuador PDI, Variable Rate, 3.00% Step Up, due 2/27/15 (c)                        2,373,445
                                                                                                                          3,590,375
                            HUNGARY - 0.6%
USD             2,095,000   National Bank of Hungary, 8.88% due 11/1/13                                                   1,566,800

                            INDONESIA - 0.4%
USD             1,000,000   Tjiwi Kimia International, 13.25% due 8/1/01                                                  1,005,000

                            JORDAN - 4.5%
USD             4,000,000   Jordan Par, 4.00% Step Up, due 12/23/23                                                       1,440,000
USD            14,169,378   Jordan PDI, Variable Rate, 6 mo. LIBOR + 13/16 (7.63%), due 12/23/05                          9,493,483
                                                                                                                         10,933,483
                            MEXICO - 8.7%
FRF           190,000,000   Mexico Par Bond, 6.63% due 12/31/19                                                          18,409,422
CHF             1,500,000   United Mexican States Par Bond, 3.75% due 12/31/19                                              441,105
USD             5,000,000   United Mexican States Par Bond, 6.25% due 12/31/19                                            2,443,750
                                                                                                                         21,294,277
                            NIGERIA - 0.8%
USD             5,000,000   Central Bank of Nigeria Par Bond, 6.25% due 11/15/20                                          1,943,750

                            PAKISTAN - 0.8%
USD             2,000,000   Islamic Republic of Pakistan, 11.50% due 12/22/99                                             1,900,000

                            PANAMA - 1.4%
USD             4,601,000   Republic of Panama, FRN Variable Rate, 6 mo. LIBOR + 13/16 (7.13%),
                              due 5/10/02                                                                                 3,312,720

                            PHILIPPINES - 0.7%
USD             3,000,000   Central Bank of the Philippines Par, 5.75% Step Up, due 12/1/17 (a)                           1,770,000

                            POLAND - 2.4%
USD            15,000,000   Poland PDI, 3.25% Step Up, due 10/27/14                                                       5,962,500

                            SOUTH AFRICA - 4.1%
ZAL            22,000,000   Republic of South Africa ESCOM #169, 15.00% due 10/1/98                                       5,459,259
ZAL            22,000,000   Republic of South Africa R153, 13.00% due 8/31/11                                             4,475,862
                                                                                                                          9,935,121
                            SOUTH KOREA - 0.2%
USD               500,000   Korea Electric Power, 6.38% due 12/1/03                                                         438,750

                            THAILAND - 0.2%
THB            15,000,000   Thai Military Bank, 6.75% due 2/28/97                                                           566,109

                            TURKEY - 1.3%
GBP             2,900,000   Republic of Turkey, 9.00% due 10/27/03                                                        3,276,752

                            URUGUAY - 0.1%
USD               500,000   Banco Central del Uruguay DCN, Variable Rate, 6 mo. LIBOR + 13/16 (7.88%),
                              due 2/18/07                                                                                   325,000
                            UNITED STATES - 6.2%

                            ASSET BACKED SECURITIES - 1.9%
USD             3,500,000   Fremont SBL Master Trust 93-A Class A, Variable Rate, 6.60% due 3/15/98                       3,503,828
USD             1,000,000   Premier Auto Trust 94-4 Class B Certificates, 6.85% due 5/2/99                                  983,719
                                                                                                                          4,487,547
                            STRUCTURED NOTE - 1.0%
USD             3,000,000   Bankers Trust Medium Term Note, 17.10% due 10/14/97 (d)                                       2,523,600

                            U.S. GOVERNMENT - 3.3%
USD             8,000,000   U.S. Treasury Note, 6.88% due 10/31/96 (b)                                                    8,017,488

                            Total United States                                                                          15,028,635

                            VENEZUELA - 9.0%
USD            19,598,000   Republic of Venezuela FLIRB Series A, Variable Rate, 7.00% due 3/31/07                        8,786,735
USD            29,334,000   Republic of Venezuela FLIRB Series B, Variable Rate, 7.00% due 3/31/07                       13,160,505
                                                                                                                         21,947,240
                            TOTAL DEBT OBLIGATIONS (Cost $217,196,565)                                                  194,735,839
                            LOAN PARTICIPATIONS - 15.5%
                            CHILE - 1.7%
JPY           463,687,933   Banco del Estado de Chile Syndicated Loan, (Sub-participation with Citicorp)                  4,123,803

                            IVORY COAST - 1.2%
USD             6,000,000   Ivory Coast Syndicated Loan (Sub-participation with Banque Paribas)*                            870,000
FRF            79,141,655   Ivory Coast Syndicated Loan (Sub-participation with Banque Paribas,
                              Morgan Stanley, and Bank of America, Illinois)*                                             2,229,342
                                                                                                                          3,099,342
                            JAMAICA - 1.6%
USD             6,000,000   Republic of Jamaica Syndicated Loan Tranche B,
                              (Sub-participation with Chase Manhattan Bank and Salomon)                                   3,780,000

                            MEXICO - 5.0%
USD            21,000,000   United Mexican States Combined Old New Money Registered Loan, LIBOR + 13/16,
                              (Sub-participation with Chase Manhattan Bank, Morgan Stanley and Salomon)                  12,180,000

                            MOROCCO - 1.1%
USD             2,000,000   Kingdom of Morocco Registered Loan Agreement Tranche A, LIBOR + 13/16,
                              (Sub-participation with Banque Paribas)                                                     1,240,000
USD             2,000,000   Kingdom of Morocco Registered Loan Agreement Tranche B, LIBOR + 13/16,
                              (Sub-participation with Banque Paribas)                                                     1,337,500
                                                                                                                          2,577,500
                            NIGERIA - 1.7%
USD            15,000,000   Nigeria Promissory Notes
                              (Sub-participation with J.P. Morgan and Salomon)*                                           4,200,000

                            PANAMA - 1.5%
JPY           386,232,904   Republic of Panama Syndicated Loan
                              (Sub-participation with Chase Manhattan Bank)*                                              1,487,815
USD             5,000,000   Republic of Panama Syndicated Loan
                              (Sub-participation with Chase Manhattan Bank)*                                              2,187,500
                                                                                                                          3,675,315
                            RUSSIA - 1.7%
ECU             3,000,000   Russia Vnesheconombank Promissory Note
                              (Sub-participation with Bank of America Illinois)*                                            761,402
FRF            40,750,000   Russia Vnesheconombank Syndicated Loan
                              (Sub-participation with Banque Paribas and Chase Manhattan Bank)*                           1,840,578
NLG            13,276,991   Russia Vnesheconombank Syndicated Loan
                              (Sub-participation with Chase Manhattan Bank and Morgan Stanley)*                           1,616,189
                                                                                                                          4,218,169

                            TOTAL LOAN PARTICIPATIONS (Cost $42,230,652)                                                 37,854,129

  PRINCIPAL AMOUNT          PURCHASED OPTIONS - 2.2%
    OF CONTRACTS
   (000's omitted)          CALL OPTIONS PURCHASED - 1.7%
                            OPTIONS ON BONDS - 1.3%
USD                 4,000   Argentina Par Bond 4.25%, Expires 5/3/95, Strike 50.00                                            4,000
USD                60,000   Brazil Par Series YL3, 4.00%, Expires 4/13/95 Strike 36.00                                    2,040,000
USD                20,000   Brazil Par Series YL3, 4.00%, Expires 4/18/95 Strike 34.81                                      806,000
USD                20,000   Mexican Par Bond 6.63%, Expires 3/31/95 Strike 50.00                                            314,000
                                                                                                                          3,164,000
                            OPTIONS ON LOAN PARTICIPATIONS - 0.4%
FRF                40,000   Russia Vnesheconombank Promissory Note, Expires 6/13/95 Strike 10.00                            854,784


                            TOTAL CALL OPTIONS PURCHASED (Cost $7,455,511)                                                4,018,784

                            PUT OPTIONS PURCHASED - 0.5%
                            OPTIONS ON BONDS - 0.5%
USD                17,460   Brazil IDU, Brady Bond, Expires 4/13/95 Strike 78.88                                            484,428
USD                 5,820   Brazil IDU, Brady Bond, Expires 4/17/95 Strike 78.75                                            145,500
USD                 9,700   Brazil IDU, Brady Bond, Expires 5/10/95 Strike 79.44                                            324,795
USD                15,520   Brazil IDU, Brady Bond, Expires 5/2/95 Strike 75.88                                             240,560
                                                                                                                          1,195,283

                            TOTAL PUT OPTIONS PURCHASED (Cost $706,184)                                                   1,195,283
            SHARES          RIGHTS AND WARRANTS - 0.0%
                            MEXICO - 0.0%
               23,534,000   Mexico Value Recovery, Series Rights, Expires 6/30/03                                                 0

                            NIGERIA - 0.0%
                    5,000   Central Bank of Nigeria Warrants, Expires 11/15/20                                                    0


                            TOTAL RIGHTS AND WARRANTS (Cost $0)                                                                   0

                            SHORT-TERM INVESTMENTS - 13.4%
                            REPURCHASE AGREEMENTS - 9.6%
   $           11,672,695   Prudential Securities Group, Inc. Repurchase Agreement
                            dated 2/28/95, due 3/1/95, with a maturity value of $11,674,559
                            and an effective yield of 5.75%, collateralized by U.S. Government
                            Agency Obligations with rates ranging from 3.64% to 11.62%, maturities
                            ranging from 5/1/00 to 10/25/24, and with an aggregate market
                            value of $11,906,094.                                                                        11,672,695

               11,672,695   Salomon   Brothers   Repurchase   Agreement,   dated
                            2/28/95,  due  3/1/95,  with  a  maturity  value  of
                            $11,674,511   and  an  effective   yield  of  5.60%,
                            collateralized  by a U.S.  Treasury Bond with a rate
                            of 6.25%, a maturity date of 8/15/23,
                            and with an aggregate market value of $11,990,728.                                           11,672,695
                                                                                                                         23,345,390
                            CASH EQUIVALENTS - 3.8%
                7,405,568   Bank of Boston Cash Sweep, 5.39% due 3/1/95                                                   7,405,568
                  843,228   Bank of Boston Time Deposit, 6.05%, due 3/1/95                                                  843,228
                  366,661   Dreyfus Cash Management Money Market Fund Plus, A Shares                                        366,661
                   93,587   National Westminster Time Deposit, 6.05%, due 3/1/95                                             93,587
                  526,524   Provident Institutional Prime Money Market Fund                                                 526,524
                                                                                                                          9,235,568

                            TOTAL  SHORT-TERM INVESTMENTS (at amortized cost)                                            32,580,958

                            TOTAL INVESTMENTS - 111.1%
                            (Cost $300,169,870) * *                                                                     270,384,993

                            Other Assets and Liabilities (net) - (11.1%)                                                (26,933,649)

                            TOTAL NET ASSETS - 100.0%                                                                  $243,451,344





                NOTES TO THE SCHEDULE OF INVESTMENTS:


                  The  principal  amount  of  each  security  is  stated  in the
                  currency in which the security is denominated.

                  AGP     -  Argentinian Peso                       JPY    -    Japanese Yen
                  CHF     -  Swiss Franc                            NLG    -    Netherlands Guilder
                  ECU     -  European Currency Unit                 THB    -    Thai Baht
                  FRF     -  French Franc                           USD    -    United States Dollar
                  GBP     -  British Pound Sterling                 ZAL    -    South African Rand

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

                  (b)  This security is held as collateral for open futures contracts.

                  (c)  This security has been purchased on a when-issued basis.

                  (d)  Principal is linked to the value of the Brazilian Capitalization Bond and the
                         Brazilian IDU Bond.

                  Variable Rates - The rates  shown on  variable  rate  notes are
                          the current interest rates at February 28, 1995, which
                          are  subject  to  change  based  on the  terms  of the
                          security.

                  *      Non-performing.  Borrower not currently paying interest.

                  **     The aggregate identified cost for federal income tax
                          purposes is $301,145,490 resulting in gross unrealized
                          appreciation   and   depreciation  of  $2,506,846  and
                          $33,267,343,    respectively,   and   net   unrealized
                          depreciation of $30,760,497.
</TABLE>
              See accompanying notes to the financial statements.


GMO EMERGING COUNTRY DEBT FUND
(A SERIES OF GMO TRUST)

STATEMENT OF ASSETS AND LIABILITIES - FEBRUARY 28, 1995
<TABLE>
<S>                                                                    <C>
ASSETS:
  Investments, at value (cost $267,588,912) (Note 1)                   $         237,804,035
  Short-term investments, at amortized cost (Note 1)                              32,580,958
  Foreign currency, at value (cost $431,386) (Note 1)                                438,317
  Interest receivable                                                              6,138,138
  Receivable for Fund shares sold                                                  4,283,500
  Premium receivable for options written (Note 1)                                  1,111,088
  Receivable from brokers for open futures contracts (Note 1)                         10,141
  Receivable for expenses waived or borne by Manager (Note 2)                         30,156

    Total assets                                                                 282,396,333



LIABILITIES:
  Payable for investments purchased                                               35,475,790
  Payable upon return of securities loaned (Note 1)                                1,829,738
  Payable for open forward foreign currency contracts (Note 6)                       725,486
  Written options outstanding, at value (premiums $206,773) (Note 6)                 711,000
  Payable to affiliate for management fee (Note 2)                                    88,646
  Accrued expenses                                                                   114,329

    Total liabilities                                                             38,944,989



NET ASSETS(equivalent to $8.39 per share based
  on 29,024,789 shares outstanding, unlimited shares authorized)       $         243,451,344

NET ASSETS CONSIST OF:
  Paid-in capital                                                      $         280,701,575
  Undistributed net investment income                                              2,358,106
  Accumulated net realized loss                                                   (7,744,126)
  Net unrealized depreciation                                                    (31,864,211)

    NET ASSETS                                                         $         243,451,344

</TABLE>
              See accompanying notes to the financial statements.







GMO EMERGING COUNTRY DEBT FUND
(A SERIES OF GMO TRUST)

STATEMENT  OF  OPERATIONS  -  PERIOD  FROM  APRIL  19,  1994
(COMMENCEMENT  OF OPERATIONS) TO FEBRUARY 28, 1995
<TABLE>
<S>                                                                <C>
INVESTMENT INCOME:
  Interest (including securities lending income of $2,495)         $   9,250,552

EXPENSES:
  Management fee (Note 2)                                                417,918
  Custodian and transfer agent fees                                       75,793
  Audit fees                                                              50,014
  Registration fees                                                       44,354
  Legal fees                                                               2,723
  Insurance                                                                  952
  Trustee fee (Note 2)                                                       378
  Miscellaneous                                                              606

    Total expenses                                                       592,738

    Less:  expenses waived or borne by Manager (Note 2)                 (174,820)

    Net expenses                                                         417,918
      Net investment income                                            8,832,634
REALIZED AND UNREALIZED GAIN ON INVESTMENTS, FUTURES CONTRACTS, 
  WRITTEN OPTIONS, FOREIGN CURRENCY, FORWARD CONTRACTS AND FOREIGN
  CURRENCY RELATED TRANSACTIONS:
    Net realized gain (loss) on:
      Investments                                                     (5,525,604)
      Closed futures contracts                                          (157,100)
      Foreign currency, forward contracts and foreign
        currency related transactions                                   (506,497)
        Net realized loss                                             (6,189,201)

    Change in net unrealized appreciation (depreciation) on:
      Investments                                                    (29,784,877)
      Open futures contracts                                            (879,743)
      Written options                                                   (504,227)
      Foreign currency, forward contracts and foreign
        currency related transactions                                   (695,364)
        Net unrealized loss                                          (31,864,211)

    Net realized and unrealized loss on investments,  futures 
        contracts, written options, foreign currency,  forward
        contracts and foreign currency related transactions          (38,053,412)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS               $ (29,220,778)
</TABLE>
              See accompanying notes to the financial statements.





GMO EMERGING COUNTRY DEBT FUND
(A SERIES OF GMO TRUST)

STATEMENT OF CHANGES IN NET ASSETS - PERIOD FROM APRIL 19, 1994 
(COMMENCEMENT OF OPERATIONS) TO FEBRUARY 28, 1995
<TABLE>
<S>                                                                                 <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
   Net investment income                                                            $     8,832,634
   Net realized loss on investments, closed futures
     contracts, foreign currency, forward contracts
     and foreign currency related transactions                                           (6,189,201)
   Change in net unrealized depreciation on investments, open
     futures contracts, written options, foreign currency, forward
     contracts and foreign currency related transactions                                (31,864,211)

   Net decrease in net assets resulting from operations                                 (29,220,778)

Distributions to shareholders from:
   Net investment income                                                                 (6,479,050)
   In excess of net realized gains                                                       (1,550,403)

                                                                                         (8,029,453)

Fund share transactions:  (Note 5)
   Proceeds from sale of shares                                                         277,027,720
   Net asset value of shares issued to shareholders
     in payment of distributions declared                                                 5,095,310
   Cost of shares repurchased                                                            (1,421,455)

   Net increase in net assets resulting
     from Fund share transactions                                                       280,701,575

   Total increase in net assets                                                         243,451,344

NET ASSETS:
   Beginning of period

   End of period (including undistributed net
     investment income of $2,358,106)                                               $   243,451,344


</TABLE>
              See accompanying notes to the financial statements.




GMO EMERGING COUNTRY DEBT FUND
(A SERIES OF GMO TRUST)

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>


                                                      PERIOD FROM APRIL 19, 1994
                                                     (COMMENCEMENT OF OPERATIONS)
                                                          TO FEBRUARY 28, 1995

<S>                                                     <C>             
NET ASSET VALUE, BEGINNING OF PERIOD                    $          10.00

Income (loss) from investment operations:
  Net investment income (a)                                         0.48
  Net realized and unrealized gain (loss)
   on investments                                                  (1.59)
    Total from investment operations                               (1.11)

Less distributions to shareholders:
  From net investment income                                       (0.40)
  In excess of net realized gains                                  (0.10)

    Total distributions                                            (0.50)

NET ASSET VALUE, END OF PERIOD                          $           8.39

TOTAL RETURN (B)                                                 (11.65%)


RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period (000's)                     $        243,451
  Net expenses to average
    daily net assets (a)                                            0.50%
  Net investment income to average
    daily net assets (a)                                           10.57%
  Portfolio turnover rate                                            104%

*   Annualized.
(a) Net of fees and expenses  voluntarily waived or borne by the Manager of $.01
    per share for the period ended February 28, 1995.
(b) Calculation  excludes  subscription  fees.  The total return would have been
    lower had certain expenses not been waived during the period shown.
</TABLE>
              See accompanying notes to the financial statements.



GMO EMERGING COUNTRY DEBT FUND
(A SERIES OF GMO TRUST)

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995

1.   SIGNIFICANT ACCOUNTING POLICIES
     The GMO Emerging Country Debt Fund (the "Fund"), which commenced operations
     on April 19,  1994,  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 Trust was
     established  as a  Massachusetts  Business  Trust  under  the  laws  of the
     Commonwealth  of  Massachusetts  on June 24, 1985. The Declaration of Trust
     permits the  Trustees to create an  unlimited  number of series  ("Funds"),
     each of which  issues a  separate  series of  shares.  The  following  is a
     summary of significant  accounting  policies  consistently  followed by the
     Fund in the preparation of its financial statements.

     PORTFOLIO VALUATION
     Portfolio  securities  listed on a  securities  exchange  for which  market
     quotations  are  available are valued at the last quoted sale price on each
     business  day,  or if there is no such  reported  sale,  at the most recent
     quoted bid price.  Unlisted  securities  for which  market  quotations  are
     readily  available  are  valued  at  the  most  recent  quoted  bid  price.
     Securities  which are primarily  traded on foreign  exchanges are generally
     valued  at the  preceding  closing  values  of  such  securities  on  their
     respective  exchanges,  and  those  values  are then  translated  into U.S.
     dollars  at  the  current  exchange  rate.  Short-term  investments  with a
     remaining maturity of sixty days or less are valued at amortized cost which
     approximates  market  value.  Other  assets  and  securities  for  which no
     quotations are readily available are valued in good faith by the Trustees.

     FOREIGN CURRENCY TRANSLATION
     The  accounting  records of the Fund are  maintained in U.S.  dollars.  The
     market values of foreign securities, currency holdings and other assets and
     liabilities are translated to U.S. dollars based on the prevailing exchange
     rates  each  business  day.  Income  and  expenses  denominated  in foreign
     currencies  are  translated  at prevailing  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
     net exchange gains and losses on disposition of foreign  currencies and the
     difference between the amount of investment income and foreign  withholding
     taxes recorded on the Fund's books and the U.S. dollar  equivalent  amounts
     actually received or paid.

     FUTURES CONTRACTS
     The Fund may use futures  contracts  to manage its exposure to the bond and
     currency  markets.  Buying futures tends to increase the Fund's exposure to
     the  underlying  instrument.  Selling  futures tends to decrease the Fund's
     exposure to the underlying instrument or hedge other Fund instruments. Upon
     purchase of a futures  contract,  the Fund is required to deposit  with its
     custodian,  in a segregated  account in the name of the futures broker,  an
     amount  of cash or U.S.  government  obligations  in  accordance  with  the
     initial margin requirements of the broker.  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.  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.  Losses  may  arise  from  the  changes  in the  value  of the
     underlying  instrument,  if there is an illiquid  secondary  market for the
     contracts,  or if  counterparties  do not perform under the contract terms.
     Futures  contracts are valued at the settlement price  established each day
     by the board of trade or exchange on which they are traded.  See Note 6 for
     all open futures contracts held as of February 28, 1995.

     FORWARD CURRENCY CONTRACTS
     The Fund may enter into  forward  currency  contracts  in  connection  with
     settling planned  purchases or sales of securities or to hedge the currency
     exposure associated with some or all of the Fund's portfolio securities.  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 and
     the change in value is recorded by the Fund as an unrealized  gain or loss.
     When a forward  currency  contract  is  extinguished,  through  delivery or
     offset by entering into another forward currency contract, the Fund records
     a realized  gain or loss equal to the  difference  between the value of the
     contract  at the time it was  opened and the value of the  contract  at the
     time it was extinguished or offset. 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
     the value of the currency changes  unfavorably to the U.S. dollar. The U.S.
     dollar  value of the  currencies  the Fund has  committed to buy or sell is
     shown  under  Note 6 and  represents  the  currency  exposure  the Fund has
     acquired or hedged through currency contracts as of February 28, 1995.

     OPTIONS
     The Fund may write call and put options on  securities  it owns or in which
     it may invest.  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
     offset against the proceeds or amounts paid on the transaction to determine
     the  realized  gain or loss.  If a written  put  option is  exercised,  the
     premium reduces the cost basis of the securities purchased by the Fund. The
     Fund as a writer of an option has no control  over  whether the  underlying
     securities may be sold (call) or purchased  (put) and as a result bears the
     market  risk  of an  unfavorable  change  in  the  price  of  the  security
     underlying the written  option.  There is the risk the Fund may not be able
     to enter into a closing transaction because of an illiquid market. See Note
     6 for a summary of open written option contracts as of February 28, 1995.

     The Fund may also  purchase put and call  options.  The Fund pays a premium
     which is included in the Fund's  Statement of Assets and  Liabilities as an
     investment and  subsequently  marked to market to reflect the current value
     of the option.  The risk associated with purchasing put and call options is
     limited to the premium paid.

     In some cases,  depending upon the executing broker,  premiums on purchased
     and written options are not paid or received until the contracts  expire or
     are closed or exercised.  These  contracts are marked to market daily,  and
     the daily change in market value is paid to or received from the respective
     broker.  A  corresponding   payable  or  receivable  is  recorded  for  the
     accumulated unrealized position received or paid. Upon settlement,  the net
     payable or  receivable  for original  premiums and  accumulated  unrealized
     gains and losses is paid to or received  from the broker and a gain or loss
     is realized.

     LOAN AGREEMENTS
     The Fund may invest in loan  agreements  which are  indirect  interests  in
     amounts owed by a corporate,  governmental, or other borrower to lenders or
     lending  syndicates.  A loan  is  often  administered  by a bank  or  other
     financial  institution (the lender) that acts as agent for all holders. The
     lender  administers  the  terms  of the  loan,  as  specified  in the  loan
     agreement.  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.  In  addition,  if the Fund  invests  in the
     indebtedness of an emerging country,  there is a risk that the governmental
     entities  responsible  for the  repayment  of the  debt may be  unable,  or
     unwilling to pay the principal and interest when due.

     INDEXED SECURITIES
     The Fund may also  invest in indexed  securities  whose  redemption  values
     and/or  coupons  are linked to the prices of other  securities,  securities
     indices, or other financial indicators. The Fund uses indexed securities to
     increase or decrease its exposure to different  underlying  instruments and
     to gain  exposure  to markets  that may be  difficult  to invest in 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.

     REPURCHASE AGREEMENTS
     The Fund may  enter  into  repurchase  agreements  with  certain  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.  In  connection  with  transactions  in  repurchase
     agreements, if the seller defaults and the value of the collateral declines
     or if the seller enters insolvency  proceedings,  realization of collateral
     by the Fund may be delayed or limited.

     SECURITY LENDING
     The Fund may lend its  securities  to certain  member firms of the New York
     Stock  Exchange.  The loans are  collateralized  at all times  with cash or
     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 delay in  recovery  or even loss of  rights  in the  collateral
     should the borrower of the securities fail  financially.  The Fund receives
     compensation  for lending its  securities.  At February 28, 1995,  the Fund
     loaned  securities  having a market value of $1,770,000,  collateralized by
     cash  in the  amount  of  $1,830,000,  which  was  invested  in  short-term
     instruments.

     TAXES
     The Fund  intends to qualify  each year as a regulated  investment  company
     under Subchapter M of the Internal Revenue Code of 1986, as amended.  It is
     the policy of the Fund to distribute all of its taxable  income,  including
     any net realized  gain on  investments  not offset by loss  carryovers,  to
     shareholders  within the prescribed time periods.  Therefore,  no provision
     for federal  income or excise tax is necessary.  Taxes on foreign  interest
     income have been withheld in accordance  with the applicable  country's tax
     treaty with the United States.

     DISTRIBUTIONS TO SHAREHOLDERS
     The Fund  intends to  distribute  substantially  all of its net  investment
     income and net realized  short-term and long-term  capital  gains,  if any,
     after giving  effect to any  available  capital loss  carryover for federal
     income tax  purposes.  The  Fund's  present  policy is to  declare  and pay
     distributions  from net investment income  semi-annually,  and net realized
     short-term and long-term capital gains at least annually. All distributions
     will be paid  in  shares  of the  Fund,  at net  asset  value,  unless  the
     shareholder elects to receive cash distributions.

     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing treatments for foreign currency transactions.

     The following  reclassification  represents the cumulative amount necessary
     to report  these  balances  on a tax  basis,  excluding  certain  temporary
     differences,  as of February 28, 1995. This  reclassification has no impact
     on net  investment  income,  realized  gain/loss and net asset value of the
     Fund  and  is  primarily   attributable  to  certain   differences  in  the
     computation  of  distributable  income and capital  gains under federal tax
     rules versus generally accepted accounting principles.
<TABLE>
<CAPTION>

           Undistributed Net Investment          Accumulated Net Realized
                      Income                             Loss                     Paid-in Capital

                    <S>                                <C>                               <C>                                 
                    $4,522                             ($4,522)                          __
</TABLE>

     Distributions  in excess of tax basis earnings and profits will be reported
     in the Fund's  financial  statements  as a return of capital.  Furthermore,
     differences  in the  recognition  or  classification  of income between the
     financial statements and tax earnings and profits which result in temporary
     over-distributions  for  financial  statement  purposes are  classified  as
     distributions  in  excess  of net  investment  income  or  accumulated  net
     realized gains.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
     Security  transactions are accounted for on trade date.  Interest income is
     recorded  on the  accrual  basis.  In  determining  the net gain or loss on
     securities  sold,  the cost of securities  is determined on the  identified
     cost basis. Premium and market discounts are amortized or accreted.

     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  in such manner as deemed  equitable  by the  Trustees,
     taking  into  consideration,  among  other  things,  the nature and type of
     expense and the relative size of the Funds.

     PURCHASES AND REDEMPTIONS OF FUND SHARES
     The  premium  on cash  purchases  of  Fund  shares  is  .50% of the  amount
     invested.  The  Manager  may  waive  such  premium  to  the  extent  that a
     transaction results in minimal brokerage and transaction costs to the Fund.
     All purchase  premiums  are paid to and recorded as paid-in  capital by the
     Fund. For the period ended February 28, 1995, the Fund received  $1,129,714
     in purchase premiums. There is no premium for cash redemptions,  reinvested
     distributions or in-kind transactions.

     INVESTMENT RISK
     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 and the
     possible  imposition  of  currency  exchange  blockages  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.

2.   MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

     Compensation of Grantham, Mayo, Van Otterloo & Co., the Fund's manager (the
     "Manager"), for management and investment advisory services is paid monthly
     at the annual  rate of .50% of average  daily net  assets.  The Manager has
     agreed to waive a portion of its fee and bear other  expenses until further
     notice to the extent that the Fund's annual expenses exceed .50% of average
     daily net assets.

     The Fund's portion of the fee paid by the Trust to the unaffiliated Trustee
     during the period ended  February 28, 1995,  was $378. No  remuneration  is
     paid to any Trustee or officer who is affiliated with the Manager.

3.   PURCHASES AND SALES OF SECURITIES

     Cost  of  purchases  and  proceeds  from  sales  of  securities,  excluding
     short-term  investments and U.S.  Government  obligations during the period
     ended  February  28,  1995   aggregated   $341,480,895   and   $88,789,320,
     respectively.  Cost of purchases and proceeds from sales of U.S. Government
     obligations  during  the  period  aggregated  $17,958,559  and  $9,992,597,
     respectively.

4.  PRINCIPAL SHAREHOLDERS

     At February 28, 1995, 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.

5.   SHARE TRANSACTIONS

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

                                            Period from April 19, 1994
                                           (commencement of operations)
                                               to February 28, 1995

<S>                                                   <C>       
Shares sold                                           28,628,219
Shares issued to shareholders in
  reinvestment of distributions                          549,064
Shares repurchased                                      (152,494)
Net increase                                          29,024,789

Fund shares:
  Beginning of period                                       --
  End of period                                       29,024,789
</TABLE>

6.  FINANCIAL INSTRUMENTS

     A summary of outstanding  financial  instruments at February 28, 1995 is as
     follows:

FORWARD CURRENCY CONTRACTS
<TABLE>
<CAPTION>

                                                    Units            In Exchange for        Net Unrealized
      Settlement Date      Deliver/Receive       of Currency        (in U.S. Dollars)        Depreciation
         Purchases
           <S>             <C>                       <C>         <C>                    <C>                 
           3/2/95          Brazilian Real             8,800,000  $          10,377,359  $           (28,476)

            Sales
           3/2/95          Brazilian Real             8,800,000             10,000,000  $          (348,882)
          4/28/95          French Francs             95,000,000             18,102,134             (348,128)
                                                                                        $          (697,010)
</TABLE>




FUTURES CONTRACTS
<TABLE>
<CAPTION>


     Number of                                                                          Net Unrealized
     Contracts                  Type              Expiration Date      Contract Value    Depreciation
        <C>           <S>                               <C>         <C>               <C>
        Sales
         50           Euro Dollar                        June 1995  $      11,686,250 $          (120,375)
         40           German Deutsche Mark               June 1995          3,423,501            (235,800)
        100           MATIF                              June 1995         10,658,381            (135,693)
         50           U.S. Treasury Bond                March 1995          5,198,438            (387,875)
                                                                                      $          (879,743)
</TABLE>

     At February  28,  1995,  the Fund has cash and/or  securities  to cover any
     margin requirements on open futures contracts.

WRITTEN PUT OPTION TRANSACTIONS
<TABLE>
<CAPTION>
                                     Number of
                                     Contracts      Premiums
<S>                                       <C>     <C>
Outstanding, beginning of period          --      $      --
  Options written                          3        249,273
  Options exercised                       (1)       (42,500)
Outstanding, end of period                 2      $ 206,773
</TABLE>

SUMMARY OF WRITTEN PUT OPTIONS OUTSTANDING
<TABLE>
<CAPTION>

                                     Principal Amount
                                       of Contracts                        Expiration
                                      (000's omitted)     Exercise Price      Date           Value
<S>                                   <C>                   <C>            <C>            <C>
Republic of Brazil
Capitalization Bond Put               $10,000               $49.94         5/10/95        $  711,000

</TABLE>


                                     * * *



GMO EMERGING COUNTRY DEBT FUND
(A SERIES OF GMO TRUST)

FEDERAL INCOME TAX INFORMATION ON DISTRIBUTIONS (UNAUDITED)


     For  the  fiscal  year  ended   February  28,  1995,   all  of  the  Fund's
     distributions are from investment  company taxable income,  except that the
     Fund has designated 1.78% of distributions as net capital gain dividends.



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