GMO TRUST

Item 77D

For U.S.  EQUITY Funds (Except Value Fund and REIT Fund),  International  Equity
Funds (Except Foreign Fund, Foreign Small Companies Fund, Emerging Markets Fund,
Evolving Countries Fund and Asia Fund),  Tax-Managed Funds, Global Hedged Equity
Fund and U.S. Sector Fund

Remove the following diversification  restrictions:  "Except for U.S. government
securities,  cash, and money market instruments, the Fund will not invest in any
one security to an extent greater than 5 percentage  points over that security's
weighting in the Fund's benchmark."

For all Tax-Managed Funds

"The Fund will not purchase more than 10% of the  outstanding  securities of any
issuer."