Exhibit No. EX-99.p.9





                                       GMO
                                 CODE OF ETHICS


                               GMO AUSTRALASIA LLC
                               GMO AUSTRALIA LTD.
                          GMO RENEWABLE RESOURCES LTD.
                             GMO SINGAPORE PTE LTD.
                              GMO SWITZERLAND GMBH
                                    GMO TRUST
                                  GMO U.K. LTD.
                                GMO WOOLLEY LTD.
                     GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
                             RENEWABLE RESOURCES LLC

                              Dated August 18, 2006




                                Table of Contents

Table of Contents...............................................................................i

Introduction....................................................................................1

   A.          General Principles...............................................................1
   B.          Applicability of the Code to Certain Access Persons..............................1
       1.      Certain Outside Directors of GMO.................................................1
       2.      Certain Trustees of GMO Trust....................................................1
Part I:        Fiduciary and Professional Standards.............................................2
   A.          Conflicts of Interest - Standards................................................2
   B.          Gifts............................................................................3
   C.          Disclosure.......................................................................4
   D.          Confidentiality..................................................................4
   E.          Reporting and Accountability.....................................................4
       1.      Access Persons...................................................................4
       2.      GMO's Chief Compliance Officer...................................................4
       3.      Conflicts of Interest Committee..................................................4
       4.      Investigating and Enforcing the Code.............................................5
   F.          Compliance with the Federal Securities Laws......................................5
Part II: Personal Trading Policies..............................................................6
   A.          Introduction.....................................................................6
       1.      Fiduciary Duty...................................................................6
         a.    Place the interests of the GMO Funds and Accounts first..........................6
         b.    Conduct all personal Securities Transactions consistent with this
               Code including both the pre-clearance and reporting requirements.................6
         c.    Avoid taking inappropriate advantage of their positions..........................6
       2.      Appendices to the Code...........................................................6
         a.    Definitions (capitalized terms in the Code are defined in Appendix 1);...........6
         b.    Master Personal Trading Policies and Procedures and the appendices
               thereto (Appendix 2);............................................................6
         c.    Quick Reference Guide to Pre-Clearance and Quarterly Reporting
              (Appendix A to Appendix 2);.......................................................6
         d.    Quarterly Transaction Report (Appendix B to Appendix 2);.........................6
         e.    Contact Persons including the Chief Compliance Officer and the
               Conflicts of Interest Committee, if different than as initially
               designated herein (Appendix C to Appendix 2);....................................6
         f.    Annual Holdings Report (Appendix D to Appendix 2);...............................6
         g.    Beneficial Ownership Report (Appendix E to Appendix 2);..........................7
         h.    File a PTAF (Appendix F to Appendix 2);..........................................7
         i.    Annual Certificate of Compliance (Appendix G to Appendix 2);.....................7
         j.    Form Letter to Broker, Dealer or Bank ("407" Letter) (Appendix H
               to Appendix 2); and..............................................................7
         k.    List of GMO Sub-Advised Funds (Appendix I to Appendix 2).........................7
   B.          Personal Securities Transactions.................................................7
       1.      Pre-Clearance Requirements for Access Persons....................................7
         a.    General Requirement..............................................................7
         b.    General Policy...................................................................7
         c.    Procedures.......................................................................7
         d.    No Explanation Required for Refusals.............................................7
       2.      Prohibited Transactions..........................................................8
         a.    Prohibited Securities Transactions...............................................8
            i.    Initial Public Offerings......................................................8
            ii.   Options on Securities.........................................................8
            iii.  Securities Purchased or Sold or Being Considered for Purchase or Sale.........8
            iv.   Short-Term Profiting..........................................................8
            v.    Short Selling of Securities...................................................9
            vi.   Short-Term Trading Strategies in GMO Funds....................................9
         b.    Improper Securities Transactions.................................................9
            i.    Inside Information............................................................9
            ii.   Market Manipulation...........................................................9
            iii.  Market-Timing of GMO Advised/Sub-Advised Funds................................9
            iv.   Others........................................................................9
       3.      Exemptions......................................................................10
         a.    Pre-Clearance and Reporting Exemptions..........................................10
            i.    Securities Transactions Exempt from Both Pre-clearance and Reporting.........10
            ii.   Securities Transactions Exempt from Pre-clearance but Subject to
                  Reporting Requirements.......................................................10
         b.    Application to Commodities, Futures and Options.................................11
         c.    Application to Limit Order......................................................13
         d.    Application to Margin Accounts..................................................13
       4.      Reporting Requirements..........................................................13
         a.    Initial and Annual Disclosure of Personal Holdings..............................13
         b.    Quarterly Reporting Requirements................................................14
         c.    Brokerage Statements............................................................14
         d.    Special Reporting Requirements for Non-Access Directors.........................14
         e.    Review of Reports...............................................................14
         f.    Availability of Reports.........................................................14
       5.      Private Placements/Non-GMO Employee Stock Investment Options....................14
Part III: Compliance with this Code of Ethics..................................................15
   A.          Conflicts of Interest Committee.................................................15
       1.      Membership, Voting and Quorum...................................................15
       2.      Investigating Violations of the Code............................................15
       3.      Annual Reports..................................................................15
       4.      Review of Denied Trades.........................................................15
   B.          Remedies........................................................................15
       1.      Sanctions.......................................................................15
       2.      Review..........................................................................16
       3.      Review of Pre-Clearance Decisions...............................................16
   C.          Exceptions to the Code..........................................................16
   D.          Compliance Certification........................................................16
   E.          Inquiries Regarding the Code....................................................16
   F.          Boards of Trustees Approvals....................................................17
       1.      Approval of Code................................................................17
       2.      Amendments to Code..............................................................17

Appendix 1: Definitions........................................................................18

Appendix 2: Master Personal Trading Policies and Procedures....................................22

Appendix A: Quick Reference Guide to Pre-Clearance and Quarterly Reporting.....................29

Appendix B: Quarterly Transaction Report.......................................................32

Appendix C: Contact Persons....................................................................33

Appendix D: Annual Holdings Report.............................................................34

Appendix E: Beneficial Ownership Report........................................................35

Appendix F: File a PTAF........................................................................36

Appendix G: Annual Certificate of Compliance...................................................37

Appendix H: Form Letter to Broker, Dealer or Bank ("407" Letter)...............................38

Appendix I: List of GMO Sub-Advised Funds......................................................39

GMO U.K. Ltd. Code of Ethics Supplement........................................................40

GMO Australia Limited Code of Ethics Supplement................................................43

GMO Renewable Resources Limited (New Zealand) Code of Ethics Supplement........................44






                                  Introduction

A.   General Principles

As an investment adviser,  GMO is a fiduciary with respect to the assets managed
on behalf of its various clients. As a fiduciary, GMO owes a duty to its clients
to at all times act in the  clients'  best  interest.  This Code of Ethics  (the
"Code") is based on the principle that GMO's directors, officers, employees, and
certain  other related  persons have a fiduciary  duty to place the interests of
GMO's  clients  ahead of their own.  The Code  applies to all Access  Persons(1)
(with  exceptions  for certain  provisions  described in Section B below) and is
intended to promote:

|X|  honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

|X|  full, fair, accurate,  timely and understandable  disclosure in reports and
     documents that a registrant files with, or submits to, the SEC and in other
     public communications made by GMO Trust or GMO;

|X|  compliance with applicable laws and governmental rules and regulations;

|X|  the prompt  internal  reporting of violations of the Code to an appropriate
     person or persons identified in the Code; and

|X|  accountability for adherence to the Code.

The Code  consists  of  three  principal  components.  "Part  I:  Fiduciary  and
Professional  Standards" focuses principally on the professional conduct that is
expected of all Access Persons.  "Part II: Personal Trading Policies" focuses on
specific  pre-clearance  and  reporting  obligations  with  respect to  personal
transactions  in securities.  Lastly,  "Part III:  Compliance  with this Code of
Ethics" discusses certain procedural aspects of how the Code is implemented.

B.   Applicability of the Code to Certain Access Persons

     1.   Certain Outside Directors of GMO.

Certain  members of GMO's Board of Directors may be  classified  as  "Non-Access
Directors"  (see  Appendix  1 to this  Code  for a  definition  of  this  term).
Non-Access  Directors  are  subject to all parts of this Code  except  Part II.B
(other than Parts II.B.2.b and II.B.4.d) of the Code, as described herein.

     2.   Certain Trustees of GMO Trust.

Certain  members  of the  Board of  Trustees  of GMO  Trust  are  classified  as
"Independent  Trustees"  (see  Appendix 1 to this Code for a definition  of this
term).  Independent  Trustees  are  subject  to  the  Code  of  Ethics  for  the
Independent Trustees of GMO Trust and are not subject to the terms of this Code.

___________________________
(1) Capitalized words are defined in Appendix 1.




                  Part I: Fiduciary and Professional Standards

As mentioned, GMO is a fiduciary with respect to the assets managed on behalf of
its various clients,  and, as a result,  Access Persons have a fiduciary duty to
place the interests of GMO's clients ahead of their own. This fiduciary duty may
be  compromised  by potential  conflicts  of interest  with respect to an Access
Person.  Whenever a potential conflict arises, the Access Person must report the
conflict to GMO's Chief  Compliance  Officer.  This Part I sets forth the proper
standards and procedures for  evaluating  and reporting  potential  conflicts of
interest.

A  "conflict  of  interest"  occurs  when an Access  Person's  private  interest
interferes  with the interests  of, or that  person's  service to, GMO Funds and
Accounts.  For example,  a conflict of interest would arise if an Access Person,
or a member of his family,  receives  improper  personal benefits as a result of
that person's position at GMO.

Although  typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or are a result of, the contractual  relationship  between
GMO Funds and Accounts and GMO. As a result,  this Code  recognizes  that Access
Persons may, in the normal course of their duties,  be involved in  establishing
policies and implementing  decisions that will have different effects on GMO and
a GMO Fund or Account. Other conflicts of interest are covered by the Code, even
if such  conflicts of interest are not subject to provisions  in the  Investment
Company Act of 1940 (the "1940  Act") and the  Investment  Advisers  Act of 1940
(the "Advisers Act"). In reading the following examples of conflicts of interest
under the Code,  Access Persons should keep in mind that such a list cannot ever
be  exhaustive  by  covering  every  possible  scenario.  It  follows  that  the
overarching  principle - that the personal  interest of an Access  Person should
not be placed  improperly  before the interest of GMO Funds or Accounts - should
be the guiding principle in all circumstances.

A.   Conflicts of Interest - Standards

     Each Access Person must:

     |X|  not use personal  influence or personal  relationships  improperly  to
          influence investment decisions or financial reporting by a GMO Fund or
          Account  whereby the Access  Person would  benefit  personally  to the
          detriment of the GMO Fund or Account;

     |X|  not  cause a GMO  Fund or  Account  to  take  action,  or fail to take
          action,  for the  individual  personal  benefit of the  Access  Person
          rather than for the benefit of the GMO Fund or Account;

     |X|  not use material non-public  knowledge of portfolio  transactions made
          or  contemplated  for a GMO Fund or  Account to profit  personally  or
          cause others to profit, by the market effect of such transactions;

     |X|  not  retaliate  against any  employee or Access  Person for reports of
          potential violations of law that are made in good faith.

     There are some  conflict  of  interest  situations  that  should  always be
     discussed  with GMO's Chief  Compliance  Officer if  material.  Examples of
     these include:

     |X|  any outside  business  activity  that  detracts  from an  individual's
          ability   to   devote   appropriate   time   and   attention   to  his
          responsibilities;

     |X|  service as a director  on the board (or  equivalent  position)  of any
          public company;

     |X|  service as a director or similar position for any foundation,  charity
          or other  institution  such that the Access  Person may  influence the
          selection or consideration of GMO as an investment adviser;

     |X|  the  providing  of  any  financial,  political  or  other  support  or
          existence of any other relationship with any person connected with the
          account of any public pension fund client of GMO;

     |X|  the receipt of any gifts or  entertainment  of significant  value (see
          Gifts policy below);

     |X|  any   ownership   interest  in,  or  any   consulting   or  employment
          relationship with, any of GMO's or a GMO Fund's service providers;

     |X|  a direct or indirect  financial  interest in commissions,  transaction
          charges  or  spreads  paid by a GMO  Fund  or  Account  for  effecting
          portfolio  transactions or for selling or redeeming  shares other than
          an  interest  arising  from the Access  Person's  employment,  such as
          compensation or equity ownership.

B.   Gifts

     On  occasion,  because  of their  affiliation  with the Funds or  Accounts,
     Access Persons may be offered,  or may receive without  notice,  gifts from
     clients,  brokers,  vendors,  or other persons not affiliated  with any GMO
     Entity.  Due to the potential  conflicts of interest,  gifts of significant
     value (e.g., fair market value of greater than $50) should generally not be
     accepted.  In cases where a GMO employee or his or her supervisor  believes
     that  attendance  at certain  events will be  beneficial  to GMO and/or its
     Clients'  interests,  the employee should request via their supervisor that
     GMO pay for the cost of the employee's attendance.  In instances where this
     is  not  possible,   the  employee  may  participate   provided  that  such
     participation is approved by her supervisor, and the supervisor reports the
     receipt  of  the  invitation,  including  appropriate  explanation,  within
     StarCompliance.

     Examples of gifts that may not be accepted:

     |X|  Golf
     |X|  Tours, Cruises or Tourist Events
     |X|  Sporting Events
     |X|  Arts/Cultural Events
     |X|  Services
     |X|  Parties
     |X|  Conference Fees
     |X|  Travel Expenses

     All gifts of substantial value (i.e. greater than $250) must be approved by
     both your  supervisor  and the  Conflicts  of Interest  Committee  prior to
     receipt.

     The  following  exceptions  are made to this policy and may be accepted and
     need not be reported, except as indicated:

     |X|  Gifts with a fair market value of less than $50.
     |X|  Working lunch/dinner  without  entertainment if reasonable in relation
          to the circumstances.
     |X|  Gifts  of  nominal   value  (i.e.   less  than   $100),   particularly
          holiday-related,  that are consumed or enjoyed within GMO by and among
          GMO employees (i.e. not enjoyed solely by an individual).
     |X|  Lunch or dinner with entertainment  provided by a GMO service provider
          where other clients of the service provider are also present, provided
          that the  attendance of events of this nature is reported to the Chief
          Compliance Officer.

     Gifts Register

     All gifts,  except for the exceptions noted above,  must be recorded by the
     approving supervisor on a register within StarCompliance.

C.   Disclosure

     |X|  Each Access Person must be familiar with the  disclosure  requirements
          applicable  to  the  GMO  Funds,  including  disclosure  controls  and
          procedures; and
     |X|  Each Access Person must not knowingly misrepresent, or cause others to
          misrepresent,  facts about GMO Funds or Accounts to others,  including
          to the  Trustees and  auditors of the GMO Funds,  and to  governmental
          regulators and self-regulatory organizations.

D.   Confidentiality

     Access Persons are prohibited  from revealing  information  relating to the
     investment intentions,  activities or portfolios of the Funds and Accounts,
     except  to  persons  whose  responsibilities   require  knowledge  of  such
     information.

E.   Reporting and Accountability

     1.   Access Persons

          Each Access  Person  will be provided  with a copy of the Code and any
          amendments  to the Code.  Each  Access  Person  (except  as  otherwise
          indicated   below)  is  subject  to  the   following   reporting   and
          accountability requirements:

          a)   At  least  once a  year,  each  Access  Person  (other  than  any
               Independent  Trustee)  must  affirm in  writing  (which may be by
               electronic  means)  that the Access  Person has  received,  read,
               understands,  and complied with the Code and the  Procedures  and
               any amendments thereto.  Periodic training will be offered by the
               Compliance Department in conjunction with this affirmation;

          b)   Each Access  Person must notify  GMO's Chief  Compliance  Officer
               promptly  if the Access  Person  knows of any  violation  of this
               Code. Failure to do so is itself a violation of this Code;

          c)   Each Access Person must report at least annually affiliations and
               potential conflicts; and

          d)   Each Access  Person  must  report any known or apparent  conflict
               with an Access Person's fiduciary  obligations,  including his or
               her own, to GMO's Chief Compliance Officer.

     2.   GMO's Chief Compliance Officer

          The Chief Compliance Officer must:

          a)   assess current procedures and, where appropriate, develop systems
               or processes to solicit  disclosure  of potential  conflicts  and
               related issues; and

          b)   provide  additional  information as requested by the Conflicts of
               Interest Committee.

     3.   Conflicts of Interest Committee

          The Conflicts of Interest  Committee,  which is an  instrumentality of
          GMO's  Executive  Committee,  is responsible for applying this Code to
          specific  situations in which questions are presented under it and has
          the authority to interpret this Code in any particular  situation.  As
          of the date of this Code, the Conflicts of Interest Committee consists
          of Scott Eston, J.B. Kittredge, and Bevis Longstreth.

     4.   Investigating and Enforcing the Code

          Procedures to be followed in investigating and enforcing this Code:

          a)   the Compliance  Department  will take all  appropriate  action to
               investigate any violations and potential  violations  reported to
               it or GMO's Chief Compliance Officer;

          b)   the  Compliance  Department  will  report  such  findings  to the
               Conflicts of Interest Committee;

          c)   the  Confcts of  Interest  Committee  will  consider  appropriate
               actions, such as granting waivers,  modifying applicable policies
               and  procedures,  or  recommending  the  dismissal  of an  Access
               Person;

          d)   the  Compliance  Department  will report all findings and actions
               taken by the  Conflicts of Interest  Committee to the Trustees of
               GMO Trust; and

          e)   any  changes  to or  waivers  of this Code  will,  to the  extent
               required, be disclosed as provided by SEC rules.

F.   Compliance with the Federal Securities Laws

     More  generally,  Access  Persons are  required  to comply with  applicable
     federal  securities  laws at all  times.  Examples  of  applicable  federal
     securities laws include:

     |X|  the Securities  Act of 1933, the Securities  Exchange Act of 1934, the
          Sarbanes-Oxley Act of 2002 and the SEC rules thereunder;

     |X|  the Investment Advisers Act of 1940 and the SEC rules thereunder;

     |X|  the Investment Company Act of 1940 and the SEC rules thereunder;

     |X|  title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of
          client non-public information); and

     |X|  the Bank  Secrecy  Act, as it applies to mutual  funds and  investment
          advisers, and the SEC and Department of the Treasury rules thereunder.




                       Part II: Personal Trading Policies

A.   Introduction

     1.   Fiduciary Duty.

          As fiduciaries, Access Persons must at all times:

          a.   Place the interests of the GMO Funds and Accounts first.

               Access Persons must scrupulously avoid serving their own personal
               interests ahead of the interests of the GMO Funds and Accounts in
               any decision  relating to their personal  investments.  An Access
               Person may not induce or cause a Fund or Account to take  action,
               or not to take action, for personal benefit,  rather than for the
               benefit  of the  Fund  or  Account.  Nor may  any  Access  Person
               otherwise exploit the client  relationship for personal gain. For
               the  avoidance  of doubt,  an  Access  Person  may not  engage in
               short-term  trading strategies (i.e. market timing) for their own
               account  (or  any  account  in  which  the  Access  Person  has a
               Beneficial  Interest)  in any GMO Fund,  as such  activity  would
               constitute a breach of their fiduciary duty to the Fund.

          b.   Conduct all personal Securities Transactions consistent with this
               Code including both the pre-clearance and reporting requirements.

               Doubtful  situations should be resolved in favor of the GMO Funds
               and Accounts.  Technical  compliance  with the Code's  procedures
               will not  automatically  insulate  from  scrutiny any trades that
               indicate an abuse of fiduciary duties.

          c.   Avoid taking inappropriate advantage of their positions.

               Access Persons must not only seek to achieve technical compliance
               with the Code,  but also should strive to abide by its spirit and
               the principles articulated herein.

     2.   Appendices to the Code.

          The  appendices  to this  Code are  attached  to and are a part of the
          Code. The appendices include the following:

          a.   Definitions  (capitalized  terms  in  the  Code  are  defined  in
               Appendix 1);

          b.   Master   Personal   Trading   Policies  and  Procedures  and  the
               appendices thereto (Appendix 2);

          c.   Quick Reference Guide to  Pre-Clearance  and Quarterly  Reporting
               (Appendix A to Appendix 2);

          d.   Quarterly Transaction Report (Appendix B to Appendix 2);

          e.   Contact Persons  including the Chief  Compliance  Officer and the
               Conflicts of Interest  Committee,  if different than as initially
               designated herein (Appendix C to Appendix 2);

          f.   Annual Holdings Report (Appendix D to Appendix 2);

          g.   Beneficial Ownership Report (Appendix E to Appendix 2);

          h.   File a PTAF (Appendix F to Appendix 2);

          i.   Annual Certificate of Compliance (Appendix G to Appendix 2);

          j.   Form Letter to Broker,  Dealer or Bank ("407" Letter) (Appendix H
               to Appendix 2); and

          k.   List of GMO Sub-Advised Funds (Appendix I to Appendix 2).

B.   Personal Securities Transactions

     1.   Pre-Clearance Requirements for Access Persons.

          a.   General Requirement.

               All Securities Transactions by an Access Person for an account in
               which the Access  Person has a  Beneficial  Interest of the types
               set  forth in  Section 2 of the  Procedures  are  subject  to the
               pre-clearance   procedures   set  forth  in   Section  6  of  the
               Procedures.

          b.   General Policy.

               In general,  requests to buy or sell a security will be denied if
               the  Security (a) was  purchased  or sold within 3 calendar  days
               prior to the date of the request or (b) is being  considered  for
               purchase or sale  within 15  calendar  days after the date of the
               request by any Fund or Account. Requests to sell a Security short
               will be denied for the same  reasons and also if the  security is
               owned by any GMO Active Portfolio.  However, due to the frequency
               of trades and automated  security selection and trading processes
               employed by the Algorithmic Trading Division,  the foregoing will
               not  apply  to  securities  held  by  accounts  managed  by  this
               division.(2)

          c.   Procedures.

               The  procedures  for  requesting  pre-clearance  of a  Securities
               Transaction  are set forth in Section 6 of the  Procedures and in
               Appendix  A  thereto.   GMO's  Chief  Compliance  Officer  (or  a
               designee)  will keep  appropriate  records  of all  pre-clearance
               requests.

          d.   No Explanation Required for Refusals.

               In some cases, GMO's Chief Compliance Officer (or a designee) may
               refuse to authorize a Securities Transaction for a reason that is
               confidential. GMO's Chief Compliance Officer (or designee) is not
               required to give an  explanation  for refusing to  authorize  any
               Securities Transaction.

___________________________
(2) Please note that Access Persons that are members of the Algorithmic  Trading
Division  are  prohibited  from  transacting  in  securities  within its managed
accounts' investment universe.





     2.   Prohibited Transactions.

          a.   Prohibited Securities Transactions.

               The following Securities Transactions are prohibited and will not
               be authorized, except to the extent designated below.

               i.   Initial Public Offerings.

                    Any purchase of  Securities  in an initial  public  offering
                    other  than  a  new  offering  of  a   registered   open-end
                    investment  company or any initial  offering  that an Access
                    Person  can  demonstrate  in the  pre-clearance  process  is
                    available  and  accessible to the general  investing  public
                    through on-line or other means.

               ii.  Options on Securities.

                    Options on any securities held by any GMO Active Portfolios.
                    Access  Persons  also  are  prohibited  from  purchasing  or
                    selling  options on Securities held in an account within his
                    or her own area, even if quantitatively managed.

               iii. Securities   Purchased  or  Sold  or  Being  Considered  for
                    Purchase or Sale.

                    Any  Security  purchased  or sold or  being  considered  for
                    purchase or sale by a Fund or an Account.  For this purpose,
                    a security is being  considered  for purchase or sale when a
                    recommendation  to  purchase or sell the  Security  has been
                    communicated  or,  with  respect  to the  person  making the
                    recommendation,  when such person seriously considers making
                    the recommendation.

               iv.  Short-Term Profiting.

                    Profiting   from  the  purchase  or  sale  of  the  same  or
                    equivalent Securities within 60 calendar days is prohibited.
                    If a position is sold for a profit within 60 days,  any such
                    profit will  ordinarily  be required  to be  disgorged  to a
                    charity  designated by the Conflicts of Interest  Committee.
                    The following  securities (as defined in Part II.B.3.a.i and
                    .ii of this Code) are not subject to this prohibition:

                    (a)  Mutual Funds  (excluding  GMO Funds which are discussed
                         in subsection (vi) below);

                    (b)  U.S. Government Securities;

                    (c)  Money Market Instruments;

                    (d)  Currencies and Forward Contracts thereon;

                    (e)  Futures on  Interest  Rates,  Bonds,  Commodities,  and
                         commercially available broad based Indexes;

                    (f)  Commodities and options on Commodities;

                    (g)  Securities  acquired  through  the  exercise  of Rights
                         Offerings;

                    (h)  Municipal Bonds;

                    (i)  Open-Ended Exchange Traded Funds; and

                    (j)  Dow Jones Industrial Average Index (DIA).

               v.   Short Selling of Securities.

                    Short  selling  securities  that  are  held  in  GMO  Active
                    Portfolios.  Access Persons also are  prohibited  from short
                    selling  Securities held in an account within his or her own
                    area,  even  if  quantitatively   managed.   The  Compliance
                    Department  will  determine  whether a GMO Active  Portfolio
                    holds a Security and whether a Security is held by an Access
                    Person's "area."

               vi.  Short-Term Trading Strategies in GMO Funds.

                    Redemption  of a portion or all of a purchase  in a GMO Fund
                    (including  the GMO  Trust  Funds  and  other  mutual  funds
                    advised  or  sub-advised  by GMO,  but  excluding  GMO Short
                    Duration   Income  Fund,   GMO  Domestic   Bond  Fund,   GMO
                    Short-Duration    Collateral   Fund,   GMO    Short-Duration
                    Collateral  Share  Fund and GMO  World  Opportunity  Overlay
                    Fund) made within the past 60 calendar  days.  If a position
                    is sold for a profit  within 60 days,  any such  profit will
                    ordinarily   be  required  to  be  disgorged  to  a  charity
                    designated  by  GMO's   Conflicts  of  Interest   Committee.
                    Additionally,  three "round-trip" transactions (purchase and
                    subsequent  redemption) in the same GMO Fund,  with the same
                    exceptions,  over a 12-month  period is prohibited.  Profits
                    will  ordinarily  be required to be  disgorged  in a similar
                    manner.

          b.   Improper Securities Transactions.

               The  following  Securities  Transactions  may violate the federal
               securities  laws or other legal or  regulatory  provisions or are
               otherwise  deemed to be improper and are  prohibited and will not
               be authorized under any circumstances:

               i.   Inside Information.

                    Any  transaction  in  a  Security  while  in  possession  of
                    material nonpublic information regarding the Security or the
                    issuer of the Security;

               ii.  Market Manipulation.

                    Transactions intended to raise, lower, or maintain the price
                    of any  Security or to create a false  appearance  of active
                    trading

               iii. Market-Timing of GMO Advised/Sub-Advised Funds.

                    Transactions in GMO Funds (including GMO Sub-Advised  Funds)
                    that, when taken  together,  constitute a short term trading
                    strategy  that is  inconsistent  with the  interests  of the
                    fund's long-term investors; and

               iv.  Others.

                    Any  other  transactions  deemed by GMO's  Chief  Compliance
                    Officer (or a designee)  to involve a conflict of  interest,
                    possible  diversions  of  corporate  opportunities,   or  an
                    appearance of impropriety.

     3.   Exemptions.

          ANY   SECURITIES    TRANSACTION   NOT   SPECIFICALLY   EXEMPTED   FROM
          PRE-CLEARANCE  AND REPORTING  REQUIREMENTS  AS DETAILED BELOW IS FULLY
          SUBJECT TO SUCH REQUIREMENTS.

          a.   Pre-Clearance and Reporting Exemptions.

               The following Securities  Transactions and other transactions are
               exempt  (as  indicated  below)  from  either  the   pre-clearance
               requirements  set  forth  in  Part  II.B.1  of  this  Code or the
               reporting  requirements set forth in Part II.B.4 of this Code, or
               both.  Note that de minimis  purchases  and sales of large market
               cap stocks,  investments in municipal  bonds,  and investments in
               Open-Ended  Exchange Traded Funds are exempt from  pre-clearance,
               but are subject to quarterly and annual reporting.

               Please note that  transactions by employees in GMO Advised Funds,
               GMO  Sub-Advised  Funds,  and GMO hedge  funds are subject to the
               Code and will be  regularly  monitored  for  compliance  with the
               Code.  Employees  should  have no  expectation  of  privacy  with
               respect to such transactions.

               i.   Securities  Transactions  Exempt from Both Pre-clearance and
                    Reporting.

                    o    Mutual Funds (other than  Reportable  Funds,  including
                         the  GMO  Advised  Funds  and GMO  Sub-Advised  Funds).
                         Securities issued by any registered open-end investment
                         companies (excluding Reportable Funds).

                    o    U.S.  Government  Securities.  Securities issued by the
                         Government of the United States;

                    o    Money Market  Instruments.  Money market instruments or
                         their equivalents, including bankers' acceptances, bank
                         certificates  of  deposit,  commercial  paper  and high
                         quality  short-term  debt   instruments(3),   including
                         repurchase agreements;

                    o    Currencies and Forward Contracts Thereon. Currencies of
                         foreign governments and forward contracts thereon;

                    o    Certain   Corporate   Actions.   Any   acquisition   of
                         Securities    through   stock    dividends,    dividend
                         reinvestments,  stock  splits,  reverse  stock  splits,
                         mergers,  consolidations,  spin-offs,  or other similar
                         corporate  reorganizations  or distributions  generally
                         applicable   to  all  holders  of  the  same  class  of
                         Securities; and

                    o    Rights.  Any  acquisition  of  Securities  through  the
                         exercise  of rights  issued by an issuer to all holders
                         of a class of its Securities,  to the extent the rights
                         were acquired in the issue.

               ii.  Securities   Transactions   Exempt  from  Pre-clearance  but
                    Subject to Reporting Requirements.

                    o    Discretionary   Accounts.   Transactions   through  any
                         discretionary  accounts (i) that have been  approved by
                         the Compliance Department in advance and (ii) for which
                         the  Access   Person   has   arranged   for   quarterly
                         certification from the third party manager stating that
                         the  individual  (Access  Person  or  Immediate  Family
                         Member) has not influenced the discretionary  manager's
                         decisions during the period in question;

____________________________
(3) High quality  short-term  debt  instrument  means any instrument  that has a
maturity  at  issuance of less than 366 days and that is rated in one of the two
highest  rating  categories  by  a  Nationally  Recognized   Statistical  Rating
Organization.




                    o    De Minimis  Purchases  and Sales of Large Cap Stocks by
                         non-Investment Personnel.  Purchases or sales by Access
                         Persons who are not portfolio managers or trading staff
                         of less than $25,000 of common  stock of issuers  whose
                         market  capitalization is greater than $5 billion as of
                         the date of such purchases or sales,  provided that the
                         Access Person is not aware of pending transactions by a
                         GMO Fund or Account  with  respect to such stock.  This
                         exemption from  pre-clearance  may be utilized once per
                         security    within    multiple    accounts   during   a
                         pre-clearance  period so long as the total  across  all
                         accounts is less than $25,000;

                    o    Municipal Bonds. Personal investment in municipal bonds
                         is exempt from pre-clearance  requirements as set forth
                         in Part  II.B.1 of this Code but  subject to  quarterly
                         transaction reporting and annual holdings disclosure as
                         set forth in Part II.B.4 of this Code;

                    o    Open-Ended  Exchange  Traded  Funds  (ETF's).  Personal
                         investment  in shares  of  Open-Ended  Exchange  Traded
                         Funds   ("ETFs")   are   exempt   from    pre-clearance
                         requirements  as set forth in Part II.B.1 of this Code,
                         but  subject to  quarterly  transaction  reporting  and
                         annual holdings  disclosure as set forth in Part II.B.4
                         of this Code;

                    o    Dow Jones Industrial Average (DIA). Personal investment
                         in units of Dow Jones  Industrial  Average Index shares
                         is exempt from pre-clearance  requirements as set forth
                         in Part  II.B.1 of this Code but  subject to  quarterly
                         transaction reporting and annual holdings disclosure as
                         set forth in Part II.B.4 of this Code;

                    o    Miscellaneous.  Any transaction in other  Securities as
                         may from time to time be  designated  in writing by the
                         Conflicts of Interest  Committee on the ground that the
                         risk of abuse is minimal or non-existent;

                    o    Donation  of  Securities  to a Charity.  A donation  of
                         securities  to a charity is exempt  from  pre-clearance
                         requirements  as set forth in Part II.B.1 of this Code,
                         but  subject to  quarterly  transaction  reporting  and
                         annual holdings  disclosure as set forth in Part II.B.4
                         of this Code; and

                    o    Reportable Funds. Securities issued by any mutual funds
                         for which a GMO Advisory Entity serves as an investment
                         adviser,   sub-adviser  or  principal  underwriter  are
                         exempt from pre-clearance  requirements as set forth in
                         Part  II.B.1 of this Code,  but  subject  to  quarterly
                         transaction reporting and annual holdings disclosure as
                         set forth in Part II.B.4 of this Code.

          b.   Application to Commodities, Futures and Options.

               i.   The purchase or sale of futures on interest  rates,  futures
                    on  currencies,  non-exchange-traded  options on currencies,
                    and non-exchange-traded  options on currency futures are not
                    subject to the pre-clearance  requirements set forth in Part
                    II.B.1 of this Code or the reporting  requirements set forth
                    in Part II.B.4 of this Code.

               ii.  The  purchase  and  sale  of  commodities,   exchange-traded
                    options on currencies,  exchange-traded  options on currency
                    futures,  futures on bonds and  commodities and the purchase
                    of futures on securities  comprising  part of a broad-based,
                    publicly  traded  market  based  index of stocks and related
                    options  are not subject to the  pre-clearance  requirements
                    set forth in Part  II.B.1 of this Code,  but are  subject to
                    the reporting  requirements set forth in Part II.B.4 of this
                    Code.

               iii. Purchasing Options:

                    o    If the purchase or sale of the  underlying  security is
                         subject to  pre-clearance  and/or  reporting,  the same
                         applies to the  purchase of an option on such  security
                         (i.e.  options on U.S.  Government  securities would be
                         exempt from pre-clearance and reporting).

                    o    The  exercise  of  a  purchased  option  must  also  be
                         pre-cleared   and   reported,   unless  the  option  is
                         expiring.

                    o    Any  offsetting   transaction  or  transaction  in  the
                         underlying security must be separately  pre-cleared and
                         reported.

               iv.  Writing Options:

                    o    If the purchase or sale of the  underlying  security is
                         subject to  pre-clearance  and/or  reporting,  the same
                         applies to the practice of writing of an option on such
                         security.

                    o    The  exercise of a written  option (by the other party)
                         need not be pre-cleared or reported.

                    o    Any  offsetting   transaction  or  transaction  in  the
                         underlying security must be separately  pre-cleared and
                         reported.

               v.   Short-Term    Transactions   on   Options.   The   following
                    transactions  with respect to options violate the Short-Term
                    Profiting  provision set forth in Part  II.B.2.a.iv  of this
                    Code:

                    Purchasing a Call

                    o    Closing out the call position  (exercising  your rights
                         under  the  option)  within  60 days  from the date the
                         option was purchased.

                    o    Selling the underlying security within 60 days from the
                         date the option was purchased.

                    o    Selling a put on the underlying security within 60 days
                         from the date the option was purchased.(4)

                    o    Writing  a call on the  underlying  security  within 60
                         days from the date the option was purchased.(3)

                    Purchasing a Put

                    o    Closing out the put  position  (exercising  your rights
                         under  the  option)  within  60 days  from the date the
                         option was purchased.

                    o    Buying the underlying  security within 60 days from the
                         date the option was purchased.

_____________________________
(4)  Portion of the profits  that were locked in as a result of the  transaction
will be required to be forfeited.




                    o    Selling  a call on the  underlying  security  within 60
                         days from the date the option was purchased.(3)

                    o    Writing a put on the underlying security within 60 days
                         from the date the option was purchased.(3)

                    Writing a Call

                    o    Purchasing a call on the underlying  security within 60
                         days from the date the option was sold.(3)

                    o    Buying the underlying  security within 60 days from the
                         date the option was sold.

                    o    Selling a put on the  underlying  security with 60 days
                         from the date the option was sold.(3)

                    Writing a Put

                    o    Purchasing a put on the underlying  security  within 60
                         days from the date the option was sold.(3)

                    o    Selling the underlying security within 60 days from the
                         date the option was sold.

                    o    Selling a call on the underlying  security with 60 days
                         from the date the option was sold.(3)

          c.   Application to Limit Order

               Limit  orders  will be subject to an initial  pre-clearance  upon
               establishment.  Once approved,  subsequent  trades resulting from
               the  limit  order  need  not  be   pre-cleared.   The  Compliance
               Department  will require an attestation  from the broker upon the
               creation  of the limit  order  stating  that the broker  will act
               solely  within that limit order,  with no influence  exercised or
               information  supplied by the Access  Person or anyone else acting
               on his or her behalf. Any future changes to existing limit orders
               must be pre-cleared. All transactions are subject to reporting.

          d.   Application to Margin Accounts

               Dipping  below a margin  requirement  may result in an unapproved
               security  liquidation by the broker making the margin call, which
               would technically be a violation of the pre-clearance  policy. In
               these instances documentation is required from the brokerage firm
               to  establish  that the  liquidation  was the  result  of  margin
               requirements,  and  not a  requested  transaction  by the  Access
               Person.

     4.   Reporting Requirements

          a.   Initial and Annual Disclosure of Personal Holdings.

               No later than 10 calendar  days after initial  designation  as an
               Access  Person and  thereafter  on an annual  basis (and based on
               information current as of a date not more than 30 days before the
               report is  submitted),  each  Access  Person  must  report to the
               Compliance Department all of the information set forth in Section
               1 of the Procedures.

          b.   Quarterly Reporting Requirements.

               Each  Access  Person  must  file  a  quarterly  report  with  the
               Compliance Department within 10 calendar days of quarter-end with
               respect to all  Securities  Transactions  of the types  listed in
               Section 2 of the Procedures  occurring  during that past quarter.
               The procedures to be followed in making quarterly reports are set
               forth in Section 7 of the Procedures.

          c.   Brokerage Statements.

               Each Access Person must disclose to the Compliance Department all
               of his or her reportable brokerage accounts and relationships and
               must require such brokers to forward to the Compliance Department
               copies of confirmations of account transactions.

          d.   Special Reporting Requirements for Non-Access Directors

               Notwithstanding  the fact that the  Non-Access  Directors are not
               subject  to the  reporting  requirements  set  forth in the three
               preceding  paragraphs,  the Non-Access Directors shall be subject
               to any  personal  trading  restrictions  and  periodic  reporting
               requirements  set forth in GMO's  "Procedures for Certain Outside
               Directors", as may be in effect from time to time.

          e.   Review of Reports.

               The Chief  Compliance  Officer (or a designee)  shall  review and
               maintain  each  Access   Person's   reports  filed   pursuant  to
               paragraphs (a), (b) and (d) above and brokerage  statements filed
               pursuant to paragraph (c) above.

          f.   Availability of Reports.

               All information  supplied pursuant to this Code will generally be
               maintained in a secure and confidential  manner,  but may be made
               available (without notice to Access Person) for inspection to the
               directors,  trustees  or  equivalent  persons  of each GMO Entity
               employing  the Access  Person,  the Board of Trustees of each GMO
               Fund,  the  Conflicts  of  Interest  Committee,   the  Compliance
               Department,  GMO's Chief  Compliance  Officer,  GMO Trust's Chief
               Compliance  Officer,  the Access Person's  department manager (or
               designee),  any party to which any  investigation  is referred by
               any of the foregoing,  the SEC, any state securities  commission,
               and any attorney or agent of the foregoing or of the GMO Funds.

     5.   Private Placements/Non-GMO Employee Stock Investment Options

          Private placements (including private placements of any non-GMO pooled
          vehicle or non-GMO Hedge Fund) and Non-GMO  Employee Stock  Investment
          Options are subject to pre-clearance and reporting procedures.





                  Part III: Compliance with this Code of Ethics

A.   Conflicts of Interest Committee

     1.   Membership, Voting and Quorum.

          As of the date of this  Code,  the  Conflicts  of  Interest  Committee
          consists of Scott Eston, J.B.  Kittredge,  and Bevis  Longstreth.  The
          Conflicts of Interest  Committee  shall vote by majority vote with two
          members serving as a quorum.

     2.   Investigating Violations of the Code.

          The  Compliance   Department  is  responsible  for  investigating  any
          suspected  violation  of the Code and shall report the results of each
          investigation to the Conflicts of Interest Committee. The Conflicts of
          Interest  Committee is  responsible  for  reviewing the results of any
          investigation of any reported or suspected  violation of the Code. Any
          violation  of the Code will be  reported  to the Boards of Trustees of
          the GMO Funds no less frequently than each quarterly meeting.

     3.   Annual Reports.

          The Conflicts of Interest Committee will review the Code at least once
          a year, in light of legal and business  developments and experience in
          implementing  the Code, and will provide a written report to the Board
          of Trustees of each GMO Fund:

          a.   Summarizing existing procedures concerning personal investing and
               any changes in the procedures made during the past year;

          b.   Identifying material issues under this Code since the last report
               to the Board of  Trustees  of the GMO Funds,  including,  but not
               limited  to, any  material  violations  of the Code or  sanctions
               imposed  in  response  to  material   violations  or  pattern  of
               non-material violation or sanctions;

          c.   Identifying any recommended  changes in existing  restrictions or
               procedures  based on its  experience  under  the  Code,  evolving
               industry  practices,   or  developments  in  applicable  laws  or
               regulations; and

          d.   Certifying  to the Boards of  Trustees  of the GMO Funds that the
               applicable  GMO  Entities  have  adopted  procedures   reasonably
               necessary to prevent Access Persons from violating the Code.

     4.   Review of Denied Trades.

          The process and standards for Conflicts of Interest  Committee  review
          of  denied  trades is set forth in  Section  3 of the  Procedures  and
          Appendix A thereto.

B.   Remedies

     1.   Sanctions.

          If the  Compliance  Department  determines  that an Access  Person has
          committed a  violation  of the Code,  the  Compliance  Department  may
          impose  sanctions  and take  other  actions  as it deems  appropriate,
          including  a letter of  caution or  warning,  suspension  of  personal
          trading   rights,   suspension   of   employment   (with  or   without
          compensation), fine, civil referral to the SEC, criminal referral, and
          termination  of  the  employment  of  the  violator  for  cause.   The
          Compliance  Department also  ordinarily  requires the Access Person to
          reverse the  trade(s) in question and forfeit any profit or absorb any
          loss derived  therefrom.  In such cases, the amount of profit shall be
          calculated by the  Compliance  Department  and shall be forwarded to a
          charitable  organization  designated  by  the  Conflicts  of  Interest
          Committee.  No member of the  Compliance  Department may review his or
          her own transaction.

          Additionally,  monetary  penalties  will  be  assessed  for  recurring
          non-material violations of the Code. Specifically,  Access Persons who
          violate  any  provisions  of the Code on three  occasions  within  any
          12-month period will be subject to a $100 penalty. Furthermore, Access
          Persons who violate any provision of the Code on four occasions within
          any 36-month  period will be subject to a $500 penalty and  supervisor
          notification  and, on each subsequent  occasion,  will be subject to a
          $1,000  penalty.  To the extent that the violation  indicates  serious
          misconduct, more serious sanctions will be considered.

     2.   Review.

          Whenever the Compliance  Department  determines  that an Access Person
          has committed a violation of this Code that merits remedial action, it
          will  report  such  violations  and  remedial  actions  taken  no less
          frequently  than quarterly to the Conflicts of Interest  Committee and
          the Boards of  Trustees  of the  applicable  GMO Funds.  The Boards of
          Trustees  of the  GMO  Funds  shall  have  access  to all  information
          considered by the  Conflicts of Interest  Committee in relation to any
          matter. The Compliance Department,  in consultation with the Conflicts
          of  Interest  Committee,  may  determine  whether  or not to delay the
          imposition of any sanctions  pending review by the applicable Board of
          Trustees.

     3.   Review of Pre-Clearance Decisions.

          Upon written  request by any Access Person,  the Conflicts of Interest
          Committee  may  review,  and, if  applicable,  reverse any request for
          pre-clearance denied by the Compliance Department.

C.   Exceptions to the Code

     Although  exceptions  to the Code will  rarely,  if ever,  be granted,  the
     Conflicts of Interest Committee may grant exceptions to the requirements of
     the Code on a  case-by-case  basis if the  Conflicts of Interest  Committee
     finds that the proposed conduct involves negligible  opportunity for abuse.
     All  such  exceptions  must  be in  writing  and  must be  reported  by the
     Compliance  Department as soon as  practicable to the Boards of Trustees of
     the GMO Funds at their next regularly scheduled meeting after the exception
     is granted.

D.   Compliance Certification

     At least once a year,  all Access  Persons will be required to certify that
     they have read,  understand and complied with the Code and the  Procedures.
     Such  certification  may  be  done  by  electronic  means.  The  Compliance
     Department   will  offer  periodic   training  in  conjunction   with  this
     certification.

E.   Inquiries Regarding the Code

     The Compliance  Department  will answer any questions  about this Code, the
     Procedures or any other compliance-related matters.

F.   Boards of Trustees Approvals

     1.   Approval of Code.

          The Boards of Trustees  of the GMO Funds,  including a majority of the
          Trustees who are not  "interested  persons"  under the 1940 Act,  must
          approve  the Code  based upon a  determination  that it  contains  the
          provisions   reasonably  necessary  to  prevent  Access  Persons  from
          engaging in conduct prohibited by Rule 17j-1 under the 1940 Act.

     2.   Amendments to Code.

          The Boards of Trustees  of the GMO Funds,  including a majority of the
          Trustees who are not  "interested  persons"  under the 1940 Act,  must
          approve any material  amendment to the Code or the  Procedures  within
          six months of such change.



                             Appendix 1: Definitions

"Access Person" means:

     (1)  every employee or on-site consultant of Grantham, Mayo, Van Otterloo &
          Co.  LLC or any other GMO  Advisory  Entity;  every  partner,  member,
          trustee,  director  or officer  (or other  person  occupying a similar
          status  or  performing  similar  functions)  of GMO  Trust  or any GMO
          Advisory Entity; and every other person who provides investment advice
          on behalf of a GMO Advisory  Entity and is subject to the  supervision
          and control of a GMO Advisory Entity;

     (2)  every general partner, member, trustee, director, officer, employee or
          on-site  consultant  of GMO Trust or any GMO  Advisory  Entity (or any
          company  in a  control  relationship  to any  GMO  Trust  Fund  or GMO
          Advisory Entity) who, in connection with his or her regular  functions
          or duties, makes,  participates in, or obtains information  regarding,
          the  purchase  or sale of a  Security  by a GMO Trust  Fund,  or whose
          functions relate to the making of any recommendations  with respect to
          such purchases or sales;

     (3)  every natural person in a control  relationship to a GMO Trust Fund or
          GMO Advisory Entity who obtains information concerning recommendations
          made to a GMO  Trust  Fund  with  regard  to the  purchase  or sale of
          Securities by the GMO Trust Fund; and

     (4)  such other persons as the Compliance Department shall designate.

     Please note that Independent  Trustees of GMO Trust are subject to the Code
     of Ethics for the Independent  Trustees of GMO Trust and are not subject to
     the terms of this Code.  Any  uncertainty as to whether an individual is an
     Access  Person  should  be  brought  to the  attention  of  the  Compliance
     Department, which will make the determination in all cases.

"Beneficial Interest" means the opportunity, directly or indirectly, through any
contract, arrangement,  understanding,  relationship or otherwise, to profit, or
share in any profit  derived from, a transaction in the subject  Securities.  An
Access  Person is deemed to have a Beneficial  Interest in  Securities  owned by
members of his or her Immediate Family.  Common examples of Beneficial  Interest
include joint accounts,  spousal accounts, UTMA accounts,  partnerships,  trusts
and  controlling  interests in  corporations.  Any  uncertainty as to whether an
Access Person has a Beneficial  Interest in a Security  should be brought to the
attention  of the  Compliance  Department.  Such  questions  will be resolved in
accordance  with,  and this  definition  shall be subject to, the  definition of
"beneficial  owner" found in Rules  16a-1(a)(2)  and (5)  promulgated  under the
Securities Exchange Act of 1934.

"Client" means any GMO Fund, GMO Sub-Advised Fund or GMO Account.

"Code" means this Code of Ethics, as amended.

"Compliance  Department" means the Legal and Compliance  Department of Grantham,
Mayo,  Van  Otterloo & Co. LLC.  Communications  received  under this Code to be
directed to the Compliance  Department in the first instance  should be directed
to the Chief Compliance Officer.

"Chief Compliance Officer" means the Chief Compliance Officer of Grantham, Mayo,
Van Otterloo & Co. LLC, namely, Julie Perniola.

"Covered  Accounts"  means all persons,  entities and accounts  which you,  your
spouse or minor  children  own,  or over  which you  exercise  or  substantially
influence investment decisions.

"Discretionary  Account"  is an  account  for which  the  Access  Person  has no
authority  to make  investment  decisions  with  respect  to the  assets  in the
account. These accounts must first be approved by the Compliance Department. The
Access Person is also responsible for arranging a quarterly certification letter
from the third party  manager  stating that the  individual  in question has not
influenced the discretionary manager's decisions during the period in question.

"Equivalent Security" means any Security issued by the same entity as the issuer
of a subject Security,  including options,  rights,  stock appreciation  rights,
warrants,  preferred stock,  restricted stock,  phantom stock,  bonds, and other
obligations  of  that  company  or  security  otherwise  convertible  into  that
security.

"GMO Active  Portfolio" means any Fund or Account that is managed by application
of traditional (rather than quantitative) investment techniques,  which includes
International Active and Emerging Markets.

"GMO Account" and "Account" mean any  investments  managed for a client by a GMO
Advisory  Entity,   including  private  investment  accounts,  ERISA  pools  and
unregistered pooled investment vehicles.

"GMO Advised Fund" means an investment company registered under the 1940 Act (or
a  portfolio  or  series  thereof,  as the case may be) for which any of the GMO
Advisory  Entities  serves  as an  adviser.  For  clarification  purposes,  this
definition  does  not  include  any  registered   investment   company  that  is
sub-advised by a GMO Advisory Entity (see definition of "GMO  Sub-Advised  Fund"
below).  Currently,  GMO Advised  Funds include each series of GMO Trust and the
Asset Allocation Trust.

"GMO  Advisory  Entity"  means  Grantham,  Mayo,  Van  Otterloo & Co.  LLC,  GMO
Australasia LLC, GMO Australia Ltd., GMO Renewable  Resources Ltd, GMO Singapore
PTE Ltd.,  GMO  Switzerland  GMBH, GMO U.K. Ltd., GMO Woolley Ltd., or Renewable
Resources LLC.

"GMO  Entity"  means GMO Trust,  Grantham,  Mayo,  Van  Otterloo & Co. LLC,  GMO
Australasia LLC, GMO Australia Ltd., GMO Renewable  Resources Ltd, GMO Singapore
PTE Ltd.,  GMO  Switzerland  GMBH, GMO U.K. Ltd., GMO Woolley Ltd., or Renewable
Resources LLC.

"GMO Fund" and "Fund" mean an investment  company  registered under the 1940 Act
(or a portfolio or series thereof, as the case may be), including GMO Trust, for
which any of the GMO Entities serves as an adviser or sub-adviser.

"GMO Sub-Advised Fund" means an investment company registered under the 1940 Act
(or a portfolio or series thereof,  as the case may be) for which any of the GMO
Advisory Entities serves as a sub-adviser.  A list of such GMO Sub-Advised Funds
is available and will be  continually  updated on GMO's intranet site, a current
version of which is attached hereto as Appendix I.

"GMO Trust Fund" means any series of GMO Trust.

"Immediate  Family" of an Access Person means any of an Access  Person's  spouse
and minor children who reside in the same household.  Immediate  Family includes
adoptive  relationships and any other relationship (whether or not recognized by
law) which the  Compliance  Department  determines  could  lead to the  possible
conflicts of interest or appearances of impropriety  which this Code is intended
to prevent.  The  Compliance  Department  may from  time-to-time  circulate such
expanded definitions of this term as it deems appropriate.

"Independent  Trustee"  means any trustee of GMO Trust who is not an "interested
person" (as defined in Section 2(a)(19) of the 1940 Act) of GMO Trust.

"Investment  Personnel" means those Access Persons who are portfolio managers or
trading staff.

"Non-Access  Director"  means any person who is a director of GMO who (1) is not
an officer or employee of a GMO Entity;  (2) has been designated as a Non-Access
Person by the Chief  Compliance  Officer (or a designee);  (3) is subject to the
requirements of GMO's "Procedures Regarding Certain Outside Directors";  and (4)
meets each of the following conditions:

     (1)  he or she does not have access to nonpublic  information regarding any
          Client's  purchase or sale of  securities,  or  nonpublic  information
          regarding the portfolio holdings of any Reportable Fund;

     (2)  he or she is not  involved  in making  securities  recommendations  to
          Clients,  and does not have  access to such  recommendations  that are
          nonpublic; and

     (3)  he or she, in connection with his or her regular  functions or duties,
          does not make,  participate  in, or obtain  information  regarding the
          purchase or sale of a Security by a registered investment company, and
          his  or  her   functions   do  not   relate  to  the   making  of  any
          recommendations with respect to such purchases or sales.

See Appendix A of GMO's "Procedures Regarding Certain Outside Directors" for the
current list of GMO directors who have been designated as Non-Access  Directors.
Please  contact  the  Compliance  Department  with  any  questions  about  which
directors are designated as Non-Access Directors.

"Non-GMO Employee Stock Investment Options" means a compensation program offered
through the employer of an Access Person's spouse.

"Open-Ended Exchange Traded Funds" represent shares of ownership in either fund,
unit investment  trusts,  or depository  receipts that hold portfolios of common
stocks  which  closely  track the  performance  and  dividend  yield of specific
indexes, either broad market, sector or international. While similar to an index
mutual fund,  ETFs differ from mutual funds in  significant  ways.  Unlike Index
mutual funds,  ETFs are priced and can be bought and sold throughout the trading
day.  Furthermore,  ETFs can be sold short and bought on  margin.  ETFs  include
iShares offered by Barclays,  NASDAQ 100 Index Shares (QQQQ), HOLDRs Trusts, and
S&P Depository Receipts (SPY).

"Private  Placement" means any purchase of Securities in an offering exempt from
registration under the Securities Act of 1933, as amended.

"Procedures"  means the Master  Personal  Trading  Policies  and  Procedures  of
Grantham, Mayo, Van Otterloo & Co. LLC, from time-to-time in effect and attached
hereto as Appendix 2.

"Reportable  Fund"  means  any  registered  investment  company  for which a GMO
Advisory  Entity  serves as an  investment  adviser,  sub-adviser  or  principal
underwriter,  or any registered  investment  company whose  investment  adviser,
sub-adviser  or  principal  underwriter  controls  a  GMO  Advisory  Entity,  is
controlled  by a GMO  Advisory  Entity,  or is under  common  control with a GMO
Advisory Entity. For purposes of this definition, "control" has the same meaning
as it does in  Section  2(a)(9)  of the 1940 Act.  For  clarification  purposes,
currently,  Reportable  Funds  include,  but are not  limited  to, the GMO Trust
Funds,  Asset Allocation  Trust,  and the GMO Funds  sub-advised by a GMO Entity
listed in Appendix I to the Procedures.

"SEC" means the Securities and Exchange Commission.

"Security"  means a "Covered  Security"  as defined in Rule 17j-1 under the 1940
Act,  as  amended  from time to time.  Currently,  this means  anything  that is
considered a "security"  within the meaning of Section 2(a)(36) of the 1940 Act,
except  that it shall not include  direct  obligations  of the U.S.  Government,
bankers'  acceptances,  bank  certificates of deposit,  commercial  paper,  high
quality short-term debt instruments, including repurchase agreements, and shares
of registered open-end investment companies,  or such other securities as may be
excepted under the provisions of Rule 17j-1.

"Securities  Transaction"  means a purchase  or sale of  Securities  in which an
Access  Person or a member of his or her  Immediate  Family  has or  acquires  a
Beneficial  Interest.  A donation of  securities  to a charity is  considered  a
Securities Transaction.

"StarCompliance"  means a web-based,  automated,  fully managed personal trading
solution,      accessible      from     GMO     computer      terminals      via
http://gmo.starcompliance.com.




Revised:      February 17, 2000
              June 1, 2000
              January 1, 2001
              August 1, 2001
              March 1, 2002
              March 11, 2003
              July 8, 2003
              September 25, 2003
              October 27, 2003
              January 1, 2004
              April 15, 2004
              June 25, 2004
              April 1, 2005
              October 26, 2005
              August 18, 2006




           Appendix 2: Master Personal Trading Policies and Procedures

                               GMO AUSTRALASIA LLC
                               GMO AUSTRALIA LTD.
                          GMO RENEWABLE RESOURCES LTD.
                             GMO SINGAPORE PTE LTD.
                              GMO SWITZERLAND GMBH
                                    GMO TRUST
                                  GMO U.K. LTD.
                                GMO WOOLLEY LTD.
                     GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
                             RENEWABLE RESOURCES LLC

                              Dated August 18, 2006

The Investment  Company Act of 1940 provides that every investment  adviser must
adopt a written Code of Ethics  containing  provisions  reasonably  necessary to
prevent persons with access to knowledge of any client  activities from engaging
in trading that is fraudulent or manipulative.  Further, investment advisers are
obligated to use  reasonable  diligence and to institute  procedures  reasonably
necessary  to  prevent  violations  of  the  Code.  Fraudulent  or  manipulative
practices  are defined very  broadly,  but over time the SEC's focus has been on
four concerns: 1) front running, 2) usurping client opportunities,  3) profiting
or taking  advantage of  opportunities  that are presented solely as a result of
the adviser's  business for clients,  and 4) market timing and other  short-term
trading strategies in advised mutual funds that are detrimental to the interests
of long term investors.  These Policies and Procedures are intended to summarize
in readily  understandable  form and  implement  the personal  trading  policies
established by the Code.  Persons subject to the provisions of the Code are also
required  to read the Code and  (subject to certain  exceptions)  certify to the
same. It should be noted that the Code contains  certain other  provisions  with
respect to  standards  of  ethical  conduct in  addition  to those  specifically
relating to personal trading.

Fraudulent  or  deceptive  trading (as so defined)  is  unlawful  regardless  of
whether a client can demonstrate  harm.  Further,  GMO can be sanctioned for not
having  sufficient  procedures,  even if no violations occur.  Therefore,  it is
important  that these  procedures be taken  seriously.  Failure to adhere to the
procedures will result in disciplinary sanction.

1.   What is subject to disclosure upon commencement of employment and annually?

     o    Covered Accounts: Identification of all persons, entities and accounts
          which  you,  your  spouse or minor  children  own,  or over  which you
          exercise control or substantially  influence  investment decisions and
          have a Beneficial Interest ("Covered Accounts").

     o    Discretionary Advisors: The name(s) of any discretionary advisors that
          manage Covered Accounts on your behalf.

     o    Brokerage  Relationships:  Identification and contact  information for
          all brokerage and other  investment  transaction  accounts used by any
          Covered Account.

     o    Corporate or other Directorships/Officers Positions: You must disclose
          all corporate or other directorships or officer positions held by you.

     o    Holdings:  Any  ownership of covered  securities,  including  open-end
          mutual funds sub-advised by GMO.

          Note: See Annual Holdings Report and Beneficial Ownership Report

2.   Who and What is subject to Pre-Clearance and Reporting?

     o    Purchasing,    selling   or   writing    securities    (domestic   and
          international),  financial commodities or other investment instruments
          of any kind that are traded in any public or  private  market  must be
          pre-cleared and reported, unless specifically exempted below.

     o    Persons  meeting  the  definition  of  "Access  Persons"  in the Code,
          including  all members,  directors/trustees,  officers,  employees and
          on-site   consultants   of  any  GMO   Entity,   are  subject  to  the
          pre-clearance  and reporting rules (unless  otherwise  specified below
          and in the Code). Any questions  concerning  whether you are an Access
          Person subject to the pre-clearance and reporting  requirements of the
          Code should be immediately directed to the Compliance Department.  The
          term  "Covered  Persons"  is  used  herein  to  refer  to  all  Access
          Persons(5).

     o    Any Covered Account of a Covered Person (each as defined above).

     o    Discretionary  Accounts  (when a  Covered  Person  has  hired  another
          adviser to manage any Covered  Account on a  discretionary  basis) are
          also subject to  pre-clearance  and  reporting  unless the  Compliance
          Department has approved other arrangements in advance.

     o    Any trustee of GMO Trust who is not an "interested person" (as defined
          in the  1940  Act) of a GMO  Fund)  or GMO  hedge  fund)  and  Non-GMO
          Employee Stock  Investment  Options are subject to  pre-clearance  and
          reporting.

3.   What is the process for review of denied trades?

     Conflicts  of  Interest  Committee.  A  Conflicts  of  Interest  Committee,
     composed of Scott Eston, J.B.  Kittredge,  and Bevis  Longstreth,  has been
     established to examine situations where a Covered Person would like to seek
     exception to pre-clearance  denial. The Conflicts of Interest Committee has
     the power to override pre-clearance denials if, in its absolute discretion,
     it believes the proposed  activity is in no way fraudulent or manipulative.
     Any Covered  Person who would like to bring a request before this Committee
     should submit a request to the StarCompliance mailbox.

4.   What is Exempt from Pre-Clearance and Reporting?

     o    Open-end mutual funds (excluding Reportable Funds)
     o    Money market-like instruments
     o    Commercial  paper and high  quality  short-term  debt  instruments(6),
          including repurchase agreements
     o    U.S. Government Securities or futures thereon
     o    Trading in spot currencies
     o    Currency Forward Contracts
     o    Futures on interest rates
     o    Certain Corporate Actions (see Part II.B.3.a.i of the Code)
     o    Exercise of Rights Offerings
     o    Dividend Investment Programs
     o    Miscellaneous (see Part II.B.3.a.ii of the Code)

____________________________
(5) The obligations  and  responsibilities  of the  Independent  Trustees of GMO
Trust and Non-Access  Directors of GMO are covered under  separate  policies and
procedures, as specified in the Code.
(6) High quality  short-term  debt  instrument  means any instrument  that has a
maturity  at  issuance of less than 366 days and that is rated in one of the two
highest  rating  categories  by  a  Nationally  Recognized   Statistical  Rating
Organization.






5.   What is Exempt from Pre-Clearance but Subject to Reporting?

     o    Charity/Gifts.  The  practice  of  donating  securities  to charity is
          subject  to  quarterly   transaction  reporting  and  annual  holdings
          disclosure.

     o    Futures  and Related  Options on  commercially  available  broad based
          indexes.

     o    Futures on Bonds and Commodities

     o    Commodities  and options on  commodities  (Note:  financial  commodity
          contracts are subject to pre-clearance and reporting)

     o    Municipal Bonds

     o    Dow Jones Industrial Average Index (DIA)

     o    Certain Open-Ended Exchange Traded Funds (ETFs)

     o    Reportable Funds

     o    GMO Sub-Advised Funds

     o    Any  discretionary  accounts  (i)  that  have  been  approved  by  the
          Compliance  Department in advance,  and (ii) for which Covered Persons
          arranged for quarterly  certification  from outsider  manager  stating
          that   the   individual    (Covered    Person/spouse    and/or   minor
          children/account which Covered Person controls) has not influenced the
          discretionary manager's decisions during the period in question.

     o    Exemption  for De  Minimis  Purchases  and Sales of Large  Market  Cap
          Stocks by non-Investment  Personnel (does not include IPOs): Purchases
          or sales by Covered Persons who are not portfolio  managers or trading
          staff of less than  $25,000 of common  stock of issuers  whose  market
          capitalization  is  greater  than $5  billion  as of the  date of such
          purchases or sales  provided  that the Covered  Person is not aware of
          pending  transactions  by a GMO Fund or Account  with  respect to such
          stock.  If  a  Covered  Person  has  any  question  as  to  whether  a
          transaction  qualifies  for this  exemption,  the  question  should be
          directed to the  Compliance  Department.  For trades that  qualify for
          this  exemption  from  pre-clearance,  you will be asked to report the
          market  capitalization  of the security on your quarterly  transaction
          report.  You may  utilize  this  exemption  once per  security  within
          multiple  accounts during a pre-clearance  period so long as the total
          across  all  accounts  is less  than  $25,000.  That  is,  if you have
          determined that your transaction qualifies for this exemption, you may
          engage  in  that  transaction  once  during  the   five-business   day
          pre-clearance window.

6.   How to Request Pre-Clearance

     A Quick  Reference  Guide to the  procedures  is set forth in  Appendix  A.
     Covered  Persons  must send all trade  requests via the File a PTAF link in
     StarCompliance.  The Compliance  Department  strongly  recommends  that you
     input ALL trades for approval,  regardless of exemption  status.  This will
     shift the responsibility of interpreting the code to the system rather than
     the  Covered  Person.  Based on the trade  requests  that you  input,  your
     quarterly  transaction  and  annual  holdings  reports  will  automatically
     populate.  If you  submit  all  trades  for  pre-clearance  (regardless  of
     pre-clearance subjectivity), your form will be completed by the system.

     Generally,  requests  to buy or sell a  security  will be denied if any GMO
     client or product (a) has purchased or sold that security within 3 calendar
     days prior to the date of the request or (b) is  considering  the  security
     for purchase or sale within 15 days after the date of the request. Requests
     to sell a security  short will be denied for the same  reasons  and also if
     the security is owned by any of GMO's Active  Portfolios.  However,  due to
     the  frequency  of trades and  automated  security  selection  and  trading
     processes employed by the Algorithmic Trading Division,  the foregoing will
     not apply to securities held by accounts managed by this division.

     For  private  placements  (excluding   investments  in  GMO  hedge  funds),
     pre-approval  can be requested by  submitting  an e-mail to the  Compliance
     Department  which sets forth the details of the offering.  Compliance  will
     ensure  that the  information  is  reviewed  by the  Conflicts  of Interest
     Committee in order to arrive at a decision. The Committee or Compliance may
     request further information in connection with the consideration. A Covered
     Person shall not engage in any transactions  regarding the subject security
     during the time that the  Committee is  considering  whether to approve the
     matter.  Covered  Persons  should  allow  at  least  several  days for this
     pre-approval  process. With respect to transactions in GMO hedge funds, the
     submission of subscription or redemption  documentation  shall constitute a
     Covered Person's request for pre-approval.

7.   Quarterly Reporting

     All Covered Persons will receive an email at each  quarter-end  with a link
     to the  Quarterly  Transaction  Report on which they are required to report
     all trades  effected  during the prior  quarter.  Forms are to be submitted
     within 10 calendar days of quarter-end. COVERED PERSONS WHO DO NOT HAVE ANY
     TRADING  ACTIVITY  TO REPORT FOR THE GIVEN  QUARTER  ARE STILL  REQUIRED TO
     SUBMIT THE REPORT INDICATING SUCH.

     See  Appendix  A "Quick  Reference  Guide to  Pre-Clearance  and  Quarterly
     Reporting" and Appendix B "Quarterly Transaction Report".

8.   Special Rules for Certain Investment Practices

     o    Initial Public Offerings - Prohibited unless Chief Compliance  Officer
          determines,  based  upon  information  provided  with a  pre-clearance
          request,  that an offering is accessible to general  investing public.
          Determination of public  accessibility  qualifies for the Conflicts of
          Interest Committee.

     o    Private Placements/Private Pooled Vehicles/Non-GMO Hedge Funds/Non-GMO
          Employee Stock Investment  Options - Permitted subject to pre-approval
          by the Conflicts of Interest Committee.

     o    Options on Securities

          Purchasing Options:

          o If the  purchase  or sale of the  underlying  security is subject to
          pre-clearance and/or reporting, the same applies to the purchase of an
          option on such security (i.e.  options on U.S.  Government  securities
          would be exempt from pre-clearance and reporting).

          o The  exercise of a purchased  option  must also be  pre-cleared  and
          reported, unless the option is expiring.

          o Any offsetting transaction or transaction in the underlying security
          must be separately pre-cleared and reported.

          Writing Options:

          o If the  purchase  or sale of the  underlying  security is subject to
          pre-clearance  and/or  reporting,  the same applies to the practice of
          writing of an option on such security.

          o The  exercise of a written  option (by the other  party) need not be
          pre-cleared or reported.

          o Any offsetting transaction or transaction in the underlying security
          must be separately pre-cleared and reported.

     The following transactions with respect to options implicate the Short-Term
     Profiting provision set forth below.

          Purchasing a Call

          o Closing out the call  position  (exercising  your  rights  under the
          option) within 60 days from the date the option was purchased.

          o Selling  the  underlying  security  within 60 days from the date the
          option was purchased.

          o Selling  a put on the  underlying  security  within 60 days from the
          date the option was purchased.(7)

          o Writing a call on the  underlying  security  within 60 days from the
          date the option was purchased.(2)

          Purchasing a Put

          o Closing  out the put  position  (exercising  your  rights  under the
          option) within 60 days from the date the option was purchased.

          o Buying  the  underlying  security  within  60 days from the date the
          option was purchased.

          o Selling a call on the  underlying  security  within 60 days from the
          date the option was purchased.(2)

          o Writing  a put on the  underlying  security  within 60 days from the
          date the option was purchased.(2)

          Writing a Call

_____________________________
(7)  Portion of the profits  that were locked in as a result of the  transaction
will be forfeited.




          o Purchasing a call on the underlying security within 60 days from the
          date the option was sold.(2)

          o Buying  the  underlying  security  within  60 days from the date the
          option was sold.

          o Selling a put on the underlying  security with 60 days from the date
          the option was sold.(2)

          Writing a Put

          o Purchasing a put on the underlying  security within 60 days from the
          date the option was sold.(2)

          o Selling  the  underlying  security  within 60 days from the date the
          option was sold.

          o Selling a call on the underlying security with 60 days from the date
          the option was sold.(2)

     o    Short-Term  Profiting  -  All  Covered  Persons  are  prohibited  from
          profiting  from the purchase and sale or sale and purchase of the same
          or equivalent  securities within 60 calendar days. If a Covered Person
          engages in this practice, any profits earned shall be surrendered to a
          charity  designated  by  the  Conflicts  of  Interest  Committee.  The
          following securities are not subject to this prohibition:

          o    Mutual Funds (excluding GMO Funds which are discussed below);

          o    U.S. Government Securities;

          o    Money Market Instruments;

          o    Currencies and Forward Contracts thereon;

          o    Commodities and options and futures on bonds and commodities;

          o    Securities acquire through the exercise of Rights Offerings;

          o    Municipal Bonds; and

          o    Certain Open-Ended Exchange Traded Funds,.

     o    Short Selling of Securities - All Covered  Persons are prohibited from
          the  practice  of short  selling  securities  that are held in  Active
          Portfolios.  This  prohibition  does not  extend  to the  activity  of
          shorting futures that are traded on commercially available broad-based
          indexes.  Covered  Persons  are also  prohibited  from  short  selling
          securities  that are owned by accounts  within their own area, even if
          their  area  is  quantitatively  (and  not  "actively")  managed.  The
          Compliance   Department   will  review  holdings  upon  a  short  sale
          pre-clearance  request to determine  whether an Active Portfolio holds
          the  security and whether an account  managed by the Covered  Person's
          area holds the security.

     o    Insider Trading,  Market Manipulation,  etc. - Transactions  involving
          the use of  material  non-public  information;  that are  intended  to
          manipulate  the price of or to create the  appearance  of trading in a
          security;   or  that  are  otherwise   designated  by  the  Compliance
          Department  as  inappropriate  are  prohibited  and do not qualify for
          review by the Conflicts of Interest Committee.

     o    Short-Term  Trading Strategies in GMO Funds. - All Covered Persons are
          prohibited  from engaging in market timing or other short term trading
          strategies  in any GMO Fund  (including  GMO  mutual  funds and mutual
          funds  sub-advised by GMO).  While other criteria may be considered by
          the  Compliance  Department,  all  Covered  Persons  are  specifically
          prohibited  from  redeeming  a portion or all of a  purchase  in a GMO
          Fund,  excluding GMO Short Duration Investment Fund, GMO Domestic Bond
          Fund,  GMO   Short-Duration   Collateral   Fund,  GMO   Short-Duration
          Collateral  Share Fund and GMO World  Opportunity  Overlay Fund,  made
          within the past 60 calendar  days.  Additionally,  three  "round-trip"
          transactions  (purchase  and  subsequent  redemption)  in the same GMO
          Fund,  excluding GMO Short Duration Investment Fund, GMO Domestic Bond
          Fund,  GMO   Short-Duration   Collateral   Fund,  GMO   Short-Duration
          Collateral Share Fund and GMO World  Opportunity  Overlay Fund, over a
          12 month period is prohibited.

9.   Brokerage Statements

     All Covered  Persons are required to disclose to the Compliance  Department
     all their reportable  brokerage  accounts and  relationships and to require
     such brokers to forward copies of confirmations of account transactions. If
     the brokers utilize electronic confirmation feeds, than you are required to
     coordinate  with the  Compliance  Department  to  ensure  that this feed is
     activated.

10.  Violations

     Violation of these policies can result in sanctions ranging from reprimand,
     disgorgement of profits,  suspension of trading  privileges and termination
     of employment or relationship with GMO.

11.  Annual Affirmation and Attestation

     On an annual basis,  all Covered  Persons and Non-Access  Directors will be
     required to certify (which may be done by electronic  means) that they have
     read,  understand  and complied with the above  policies and procedures and
     the Code.

Revised:      February 17, 2000
              June 1, 2000
              January 1, 2001
              August 1, 2001
              March 1, 2002
              March 11, 2003
              July 8, 2003
              September 25, 2003
              October 27, 2003
              January 1, 2004
              April 15, 2004
              June 25, 2004
              April 1, 2005
              October 26, 2005
              August 18, 2006




   Appendix A: Quick Reference Guide to Pre-Clearance and Quarterly Reporting


Who and What is Subject to Pre-Clearance and Reporting?

     PURCHASING, SELLING OR WRITING SECURITIES (DOMESTIC AND FOREIGN), FINANCIAL
     COMMODITIES OR OTHER INVESTMENT  INSTRUMENTS OF ANY KIND THAT ARE TRADED IN
     ANY PUBLIC OR PRIVATE  MARKET  MUST BE  PRE-CLEARED  AND  REPORTED,  UNLESS
     SPECIFICALLY EXEMPTED BELOW.

     Charity/Gifts  the  practice  of  donating  securities  to  charity is also
     subject to pre-clearance and quarterly reporting.

     All members, officers, employees and on-site consultants of any GMO Entity,
     and certain other related persons are subject to these rules  (collectively
     referred to herein as "Covered Persons").

     Any reportable  account owned by a Covered Person,  Covered Person's spouse
     or minor  children,  and any  other  account  for  which a  Covered  Person
     controls,  or substantially  influences the investment  decisions ("Covered
     Accounts").

     Discretionary  Accounts (when a Covered Person has hired another adviser to
     manage any Covered  Account on a  discretionary  basis) are also subject to
     pre-clearance and reporting unless other arrangements have been approved in
     advance by the legal department.

What is Exempt from Pre-Clearance and Quarterly Reporting?

     Open-end mutual funds (other than Reportable Funds)
     Money market-like instrument
     U.S. Government Securities or futures thereon
     Trading in spot currencies
     Currency Forward Contracts
     Futures on interest rates
     Mergers
     Tender Offers
     Exercise of Rights Offerings
     Dividend Investment Programs
     Transactions designated by the Conflict of Interest Committee

What is Exempt from Pre-Clearance but Subject to Quarterly Reporting?

     Futures and Related Options on commercially available broad based indexes

     Commodities  and  options  and  futures  on  commodities  (Note:  financial
     commodity contracts are subject to pre-clearance and reporting)

     Any  discretionary  accounts  (i) that  have  been  approved  by the  legal
     department in advance,  and (ii) for which the Covered  Person has arranged
     for  quarterly   certification  from  outsider  manager  stating  that  the
     individual  (Covered  Person/spouse  and/or  minor  children/account  which
     Covered Person  controls) has not influenced  the  discretionary  manager's
     decisions during the period in question.

     Exemption for De Minimis Purchases and Sales of Large Market Cap Stocks for
     non-Investment  Personnel  (does not include  IPOs):  Purchases or sales by
     Covered  Persons who are not  portfolio  managers or trading  staff of less
     than $25,000 of common  stock of issuers  whose  market  capitalization  is
     greater than $5 billion  provided  that the Covered  Person is not aware of
     pending  transactions  by a GMO Fund or Account with respect to such stock.
     If a Covered Person has any question as to whether a transaction  qualifies
     for  this  exemption,   the  question  should  be  directed  to  the  legal
     department.  For trades that qualify for this exemption from pre-clearance,
     you will be asked to report the market  capitalization  of the security and
     the source of such information on your quarterly  transaction  report.  You
     may utilize this  exemption  once per  security  within  multiple  accounts
     during a  pre-clearance  period so long as the total across all accounts is
     less than $25,000.  That is, if you have determined  that your  transaction
     qualifies  for this  exemption,  you may  engage in that  transaction  once
     during the five-day pre-clearance window.

      Municipal Bonds

      Dow Jones Industrial Average Index

      Certain Open-Ended Exchange Traded Funds

      Reportable Funds

      Futures on Bonds and Commodities

      GMO Sub-Advised Funds

Basic Rule

     Other than as  exempted  above,  all trades  must be  cleared  through  the
     Compliance Department.

How to Request Pre-Clearance

1)   Login to  http://gmo.starcompliance.com  (contact the Compliance Department
     if you need assistance with your login credentials).  Click on File a PTAF.
     Select the Exchange that the security is traded on, the  Brokerage  Account
     that you wish to trade from and the Trade Request Type. Click Next.  Select
     the  security  that you  would  like to  trade.  Fill out the form with all
     pertinent information and click Submit.

2)   The  Compliance  Department  will seek approval from each trading area that
     may have interest in the  security(ies).  All requests are dealt with on an
     anonymous basis.

3)   You will be notified  via email as soon as possible  whether  approval  was
     obtained or denied.

4)   If your proposed trade was denied,  under no circumstance should you effect
     the trade.

5)   If your proposed  trade has been  approved,  you have five business days to
     effect  such  trade.  If you do not  trade  within 5  business  days of the
     issuance of pre-clearance, you must request pre-clearance again.

6)   In some cases,  a request may be denied for a reason that is  confidential.
     An explanation is not required to be given for refusing any request.

What is the process for review of denied trades?

1)   Conflict of Interest Committee. A Conflicts of Interest Committee, composed
     of Scott Eston, J.B. Kittredge, and Bevis Longstreth,  has been established
     to examine  situations  where a Covered Person would like to seek exception
     to pre-clearance  denial.  The Conflict of Interest Committee has the power
     to  override  pre-clearance  denials  if, in its  absolute  discretion,  it
     believes the proposed activity is in no way fraudulent or manipulative. Any
     Covered  Person who would  like to bring a request  before  this  Committee
     should submit a request to the StarCompliance mailbox.

THERE IS NO GUARANTEE THAT  PRE-CLEARANCE  WILL BE OBTAINED.  THIS MAY MEAN THAT
YOU WILL NOT BE ABLE TO SELL A SECURITY  YOU OWN OR PURCHASE  FOR AN  INDEFINITE
PERIOD OF TIME.







                    Appendix B: Quarterly Transaction Report

As it appears via http://gmo.starcompliance.com:

                               [GRAPHIC OMITTED]







                           Appendix C: Contact Persons


---------------------------------------------- -----------------------------------------------
Compliance Issues                              Conflicts of Interest Committee
---------------------------------------------- -----------------------------------------------

Elysa Aswad, Trading Oversight Coordinator           Scott Eston

Brian Bellerby, Compliance Specialist                J.B. Kittredge

Kelly Butler-Stark, Compliance Analyst               Bevis Longstreth

Kelly Donovan, Compliance Manager

Mark Mitchelson, Compliance Specialist

Julie Perniola, Chief Compliance Officer

----------------------------------------------------------------------------------------------

Note: All requests for the Conflicts of Interest  Committee  should be submitted
     to the StarCompliance mailbox (compliance@gmo.com).








                       Appendix D: Annual Holdings Report

As it appears via http://gmo.starcompliance.com:

                               [GRAPHIC OMITTED]








                     Appendix E: Beneficial Ownership Report

As it appears via http://gmo.starcompliance.com:

                               [GRAPHIC OMITTED]




                             Appendix F: File a PTAF

As it appears via http://gmo.starcompliance.com:

                               [GRAPHIC OMITTED]






                  Appendix G: Annual Certificate of Compliance

As it appears via http://gmo.starcompliance.com:


                               [GRAPHIC OMITTED]







        Appendix H: Form Letter to Broker, Dealer or Bank ("407" Letter)




VIA REGULAR MAIL

[Broker Name and Address]

         RE:  Account # ____________________________

Dear____________________________:

     Grantham,  Mayo,  Van  Otterloo  &  Co.  LLC  ("GMO"),  my  employer,  is a
registered  investment  adviser. In connection with GMO's Code of Ethics, and in
order to comply with SEC insider trading regulations,  employees are required to
have duplicate  confirmations of individual  transactions sent to our compliance
department. I would like to request duplicate confirmations for all transactions
on the above-referenced account. They may be forwarded to the following address:

                           Compliance: Personal Trades
                           GMO LLC
                           40 Rowes Wharf
                           Boston, MA 02110

     Your cooperation is most appreciated.  If you have any questions  regarding
this request, please contact me at (617) 330-7500.


                                            Sincerely,



                                            [Name of Employee]

Cc:  Compliance Department







                    Appendix I: List of GMO Sub-Advised Funds

This  Appendix  I will  be  continually  updated  on the GMO  Legal  Departments
intranet  website.  Please  consult  the website  for the most  current  list of
sub-advised funds:

                         Evergreen Asset Allocation Fund
                         Evergreen Large Cap Value Fund
                 John Hancock Funds II International Stock Fund
                      John Hancock Funds II US Multi Sector
                       John Hancock Funds III Growth Fund
                John Hancock Funds III Growth Opportunities Fund
                 John Hancock Funds III International Core Fund
                John Hancock Funds III International Growth Fund
                   John Hancock Funds III Intrinsic Value Fund
                      John Hancock Funds III U.S. Core Fund
                 John Hancock Funds III Value Opportunities Fund
                        John Hancock Trust US Core Trust
                   John Hancock Trust International Core Trust
                        John Hancock Trust Managed Trust
                   John Hancock Trust U.S. Multi Sector Trust
         LargeCap Growth (a series of Principal Variable Contracts Fund)
                          MassMutual Growth Equity Fund
                           MGI Non-US Core Equity Fund
                             MML Growth Equity Fund
      Partners LargeCap Growth Fund (a series of Principal Investors Fund)
                             USAA Income Stock Fund
                             Vanguard Explorer Fund
                            Vanguard U.S. Value Fund
        Vanguard Variable Insurance Fund - Small Company Growth Portfolio






                     GMO U.K. Ltd. Code of Ethics Supplement

In order to comply with the FSA's  personal  account  dealing rules and to allow
for certain UK specific investment practices, this UK Supplement has been issued
to all GMO UK staff as a  supplement  to the GMO Code of Ethics  policy.  In the
event of a conflict between the Code of Ethics policy and the UK Supplement, the
UK Supplement shall govern.

1.   Application of the Code to Covered Accounts

     The Code of Ethics  and the UK  Supplement  apply to all GMO UK  employees,
     on-site  consultants and "Covered  Accounts".  A "Covered Account" includes
     the  employee's  spouse  and  minor  children  and any  person  to whom the
     employee,  in his or her  personal  capacity,  gives share  recommendations
     including, a relative, co-habitee, business partner or friend. GMO presumes
     that an employee  exercises  control or influence  over a spouse's or minor
     child's personal account  transactions and therefore any such  transactions
     must comply with the Code of Ethics.  All transactions by a Covered Account
     must be reported by the employee concerned.

2.   Special Rules for Certain Investments and Investment Practices

     -    UK Gilts:  Transactions  in UK Gilts are not subject to  pre-clearance
          but must be reported quarterly.

     -    PEP's and ISA's:  Any  proposed  transaction  for a PEP or ISA account
          must be pre-cleared unless an available exemption exists.

     -    De  Minimis  Purchases  and Sales of FTSE 100  stocks:  Employees  may
          purchase  or sell up to a  maximum  of  (pound)15,000  of any FTSE 100
          stock  once,  within a five  business  day  period  without  obtaining
          pre-clearance.   All  such   transactions  are  subject  to  quarterly
          reporting.  The  large  cap  exemption  does not  apply  to  employees
          designated  as  Investment  Personnel  (i.e.  Portfolio  Managers  and
          Traders).  As a result pre-clearance must be obtained before placing a
          transaction.

     -    Investment Trusts: Purchases and sales of investment trusts which hold
          predominantly  UK equities  are not subject to  pre-clearance  but are
          subject to  quarterly  reporting.  Pre-clearance  will be required for
          transactions in investment trusts holding non-UK stocks as such trusts
          may be purchased for client accounts from time to time.

     -    Trades for accounts managed by an outside  discretionary  manager must
          be  pre-cleared  unless  the  Compliance  Department  has  waived  the
          pre-clearance  obligation  and the employee has arranged for quarterly
          certification  from the outside manager stating that the individual or
          covered  account  has  not  influenced  the  discretionary   manager's
          decisions during the period in question. A form letter requesting such
          quarterly   certification   may  be  obtained   from  the   Compliance
          Department.

3.   General Exemptions

     The restrictions do not extend to:

     (a)  any  transaction  by you in an  authorised  unit  trust,  a  regulated
          collective  investment  scheme or a life assurance policy (including a
          pension); or
     (b)  any discretionary  transaction entered into without  consultation with
          you, where the discretionary account is not held with the firm.

4.   Personal Account Procedures

     All  trades  subject  to  pre-clearance  must be  pre-cleared  through  the
     Compliance  Department.  To  request  pre-clearance,  you must  complete  a
     Pre-Trade  Authorisation Form ("PTAF") using the StarCompliance system. For
     all UK stocks above the de minimis amount,  the Compliance  Department will
     seek approval  from the  appropriate  GMO UK fund manager.  If the proposed
     personal  account  transaction is in a non-UK security and not subject to a
     de minimis U.S. large cap stock GMO exemption, this will be referred to the
     relevant  Portfolio  Manager and GMO's Compliance  Department.  Please note
     that  there is a 3  business  day  blackout  period  after a trade has been
     executed, before a personal account trade may be executed. If your proposed
     trade is  approved,  you will have 5  business  days in which to issue your
     instruction to trade.  If you do not trade within 5 business days, you must
     seek  pre-clearance  again.  If your proposed trade is denied,  you may not
     trade.

     You must arrange for copies or duplicate confirmations or contract notes to
     be sent for the  attention of the  Compliance  Department in respect of all
     personal  account  transactions  which are subject to quarterly  reporting.
     These include de minimis trades, UK Gilt transactions, discretionary trades
     and PEP/ISA  account  trades.  Trades  which are not  subject to  quarterly
     reporting are identified in the GMO Code of Ethics and include for example,
     trades in unit trusts,  money market  instruments  and  currencies.  A form
     letter  requesting  copies  of  confirmations  to be  sent to GMO UK may be
     obtained from the Compliance Department.

5.   Reporting of Transactions

     GMO UK and GMO must  keep a record  of all  personal  account  transactions
     executed by GMO UK staff.  Accordingly,  you will be required to complete a
     quarterly  report of personal trades form at the end of each quarter and an
     annual  holdings  disclosure  at the end of  September.  These  reports are
     submitted through StarCompliance.

     The quarterly  forms must be completed  within 10 calendar days of the last
     day of each  quarter.  The annual  return must be  completed  by the end of
     October each year.

6.   Personal Benefits (Inducements)

     You must not  accept  from any person any  benefit or  inducement  which is
     likely to conflict  with your duties to GMO UK or any of GMO UK's  clients.
     For the detailed  rules,  see section 9.2 of the  Compliance and Procedures
     Manual.  If  you  have  any  questions   regarding  personal  benefits  and
     inducements you should consult the Compliance Department.

7.   Counselling and procuring

     If the  Code of  Ethics  provisions  preclude  you from  entering  into any
     transaction, you cannot:

     (a)  advise or cause any other person to enter into such a transaction; or
     (b)  communicate any information or opinion to any other person,

     if you know,  or have  reason to believe,  that the other  person will as a
     result enter into such a transaction  or cause or advise someone else to do
     so.

     This  does  not  apply to  actions  that  you  take in the  course  of your
     employment with us. For example,  the fact that you are yourself prohibited
     from dealing in a certain stock as a result of one of the provisions  above
     does not  necessarily  mean that you are  precluded  from  dealing  for the
     client's account,  subject to the insider dealing legislation summarised in
     8 below.

8.   Summary of insider dealing legislation

     The UK  insider  dealing  provisions  contained  in part V of the  Criminal
     Justice  Act 1993 (the  "Act") are  complex,  and if you would like  fuller
     details  or are in any doubt  whether  a  particular  transaction  would be
     prohibited, you should consult the Compliance Department.

     The Act  applies to all  securities  traded on a  regulated  market  (which
     currently  includes all EC stock exchanges,  LIFFE, OMLX and NASDAQ) and to
     warrants and derivatives  (including index options and futures) relating to
     these  securities even if these warrants and derivatives are only "over the
     counter" or otherwise not publicly traded.

     In broad terms, and subject to the exemptions  provided by the Act, the Act
     makes  it a  criminal  offence,  with a  maximum  penalty  of  seven  years
     imprisonment  and an unlimited  fine,  for an individual who has non-public
     information to deal in  price-affected  securities  (including  warrants or
     derivatives  relating  to  them) on a  regulated  market;  or deal  with or
     through a professional intermediary; or by acting himself as a professional
     intermediary. Securities are "price-affected" if the inside information, if
     made public,  would be likely to have a significant  effect on the price of
     the securities.  This applies to all companies'  securities affected by the
     information,  whether directly or indirectly (for example, competitors of a
     company about to bring out a new product).

     The Act applies  whether you deal as part of your employment or on your own
     account.  It also  applies  to  information  which you obtain  directly  or
     indirectly  from an insider whether or not in the course of your employment
     (for example, by social contacts).

     (1)  If you are precluded  from dealing,  normally you are also  prohibited
          from dealing on behalf of the firm or a client  (except  perhaps on an
          unsolicited basis);

     (2)  Procuring or encouraging  another person to deal in the price-affected
          securities   (whether  or  not  the  other   person   knows  they  are
          price-affected); and

     (3)  Passing the inside  information  to another  person  other than in the
          proper performance of your employment.

     It  is  possible  for a  transaction  which  involves  insider  dealing  to
     constitute an offence  otherwise than under the insider dealing  provisions
     of the  Criminal  Justice  Act.  In  particular,  under  section 118 of the
     Financial Services and Markets Act 2000 a person who "dishonestly  conceals
     any  material  facts" is guilty of an offence if he does so for the purpose
     of  inducing,  or is reckless as to whether it may induce,  another  person
     (whether  or not the person  from whom the facts are  concealed)  to buy or
     sell an  investment,  or to refrain from buying or selling and  investment.
     This  offence  could  well be  committed  by a person  who  conceals  price
     sensitive  information  from a  counterparty  to induce him to deal, if the
     concealment is dishonest.






                 GMO Australia Limited Code of Ethics Supplement

The following  policies and  procedures  are in addition to, and where  relevant
supersede  the policies and  procedures  detailed in the GMO Code of Ethics (the
"Code") and Personal Trading Policies and Procedures manual.

Authorisation

Authorisation  must be sought  by all staff  members  prior to  trading  via the
StarCompliance system.

Exemption from Authorisation Requirement

Authorisation for purchasing  securities in an unrestricted  public offer is not
required.

GMOA Trading

Securities that are held in the GMOA trusts or individually managed portfolios:

o    may not be  traded by staff  during  the 3 working  days  before  and after
     re-balancing* by GMOA.
o    and are not being traded as part of the re-balancing* by GMOA may be traded
     during this 6 working day period subject to pre-authorisation.

Staff may trade securities at any other time subject to the pre-authorisation.

*Re-balancing  includes normal monthly trading and any other trading as a result
of cash flows.







     GMO Renewable Resources Limited (New Zealand) Code of Ethics Supplement

The following  policies and  procedures  are in addition to, and where  relevant
supersede  the policies and  procedures  detailed in the GMO Code of Ethics (the
"Code").

1.   General Exemptions

The restrictions do not extend to:

     (a)  New Zealand Government Securities


2.   De Minimis  Purchases  and Sales of NZSX 50 Index stocks by  non-Investment
     Personnel

Purchases or sales by Access  Persons who are not portfolio  managers or trading
staff of less than  NZ$40,000  of common  stock of issuers who are not timber or
timber-related and are listed in the New Zealand Stock Exchange Top 50 Companies
(NZSX 50 Index) as of the date of such  purchases  or sales,  provided  that the
Access Person is not aware of pending transactions by a GMO Fund or Account with
respect to such stock.  This exemption from  pre-clearance  may be utilized once
per security within multiple  accounts during a pre-clearance  period so long as
the total across all accounts is less than NZ$40,000;

The NZSX 50 index contains the top fifty  securities  ranked by tradable  equity
quoted on the New Zealand Stock Exchange.