U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
1. Name and address of issuer: GMO Trust
40 Rowes Wharf
Boston, MA 02110
2. The name of each series or class of securities for which this Form is
filed (If the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series or
classes): [ ]
GMO Core Fund, Classes I, II, III, IV
GMO Growth Fund, Class III
GMO Value Fund, Class III
GMO Short-Term Income Fund
GMO International Core Fund, Classes I, II, III, IV
GMO Japan Fund, Class III
GMO Tobacco-Free Core Fund, Class III
GMO Fundamental Value Fund, Class III
GMO International Small Companies Fund, Class III
GMO Small Cap Value Fund, Classes I, III
Pelican Fund
GMO U.S. Sector Fund, Classes I, III
GMO International Bond Fund, Class III
GMO Small Cap Growth Fund, Class III
GMO Emerging Markets Fund, Classes I, II, III, IV
GMO Emerging Country Debt Fund, Classes I, II, III, IV
GMO Global Hedged Equity Fund, Class III
GMO Domestic Bond Fund, Classes I, III
GMO Currency Hedged International Bond Fund, Classes I, III
GMO Inflation Indexed Bond Fund, Class III
GMO Currency Hedged International Core Fund, Classes III, IV
GMO Global Bond Fund, Classes I, III
GMO REIT Fund, Classes I, II, III
GMO Foreign Fund, Classes I, II, III, IV
GMO International Equity Allocation Fund, Classes I, II, III
GMO World Equity Allocation Fund, Classes I, III
GMO Global (U.S.+) Equity Allocation Fund, Classes I, III
GMO Global Balanced Allocation Fund, Classes I, II, III
GMO Global Properties Fund, Class III
GMO U.S. Bond/Global Alpha A Fund, Class III
GMO U.S. Bond/Global Alpha B Fund, Class III
GMO Evolving Countries Fund, Class III
3. Investment Company Act File Number: 811-4347
Securities Act File Number: 2-98772
4(a). Last day of fiscal year for which this Form is filed: February 28, 1998
4(b). [ ] Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year). (See
Instruction A.2)
NOTE: IF THE FORM IS BEING FILED LATE, INTEREST MUST BE PAID ON THE
REGISTRATION FEE DUE.
4(c). [ ] Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year pursuant to
section 24(f): $10,645,287,562
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year: $9,077,283,810
(iii) Aggregate price of securities redeemed
or repurchased during any PRIOR fiscal
year ending no earlier than October 11,
1995 that were not previously used to
reduce registration fees payable to
the Commission: $0
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)]: $ 9,077,283,810
(v) Net sales -- if item 5(i) is greater
than Item 5(iv) [subtract Item 5(iv) $ 1,568,003,752
from Item 5(i)]:
(vi) Redemption credits available for use
in future years -- if Item 5(i) is $0
less than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]:
(vii) Multiplier for determining registration
fee (See Instruction C.9): x.000295
(viii) Registration fee due [multiply Item 5(v)
by Item 5(vii)] (enter "0" if no fee
is due): = $462,561.11
-----------
-----------
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before October 11, 1997, then report
the amount of securities (number of shares or other units) deducted
here: 62,622. If there is a number of shares or other units that
were registered pursuant to rule 24e-2 remaining unsold at the end of
the fiscal year for which this form is filed that are available for use
by the issuer in future fiscal years, then state that number here: .
7. Interest due -- if this Form is being filed more than 90 days after the
end of the issuer's fiscal year (see Instruction D): + $
8. Total of the amount of the registration fee due plus any interest due
[Item 5(viii) plus Item 7]: =$462,561.11
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository: 5/18/98
Method of Delivery:
CIK#772129
[ x ] Wire Transfer
[ ] Mail or other means
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Susan Randall Harbert
Susan Randall Harbert
Treasurer
Date: May 19, 1998
*Please print the name and title of the signing officer below the signature.
