Grantham, Mayo, Van Otterloo & Co. LLC

MEMORANDUM


To:     Mr. John Sgroi
        Investors Bank & Trust Company

From:   Judith Lyden

cc:     Edward Monahan, IBT
        Matthew Dunlap, IBT

Date:   October 28, 2003

Re:     GMO Trust - Item 77 Attachments - Form N-SAR

GMO TRUST

Item 7
As a reminder  to update on your  report  under item #7:

Effective June 30,2003,  the name of GMO World Balanced Allocation Fund has been
changed to: GMO Global Balanced Asset Allocation Fund

Effective June 30, 2003, the name of GMOShort-Term  Income Fund has been changed
to: GMO Short-Duration Investment Fund

Effective  June  30,  2003  a new  series  of  the  GMO  Trust  was  added:  GMO
Benchmark-Free Allocation Fund, effective June 30, 2003

Item 77D
Effective June 30, 2003, GMO  temporarily  agreed to waive 0.21% of GMO
Real Estate Fund's  management fee. As a result,  the Fund will incur management
fees at the  annual  rate of  0.33%  of the  Fund's  average  daily  net  assets

Effective June 30, 2003,  purchase  premiums and redemption have been reinstated
for all GMO asset allocation  funds Effective June 27, 2003, GMO  Short-Duration
Collateral Fund  investment  objective has changed to reflect that the reference
to LIBOR and  emphasis  on high total  return be deleted and that the fund adopt
the following  non-fundamental  investment objective:  Total return in excess of
the Fund's  benchmark (JP Morgan US 3-Month Cash Index)

Effective  June 30,  2003,GMO  Trust  eliminated  the following  non-fundamental
restriction to GMO Foreign Fund:

The Restriction states that: With respect to Foreign Fund only, to (i) invest in
interests of any general partnership, (ii) utilize margin or other borrowings to
increase  market  exposure  (such  prohibition  shall  extend to the use of cash
collateral  obtained in exchange for loaned securities but does not prohibit the
use of margin accounts for permissible  futures trading;  further,  the Fund may
borrow an amount equal to cash receivable from sales of stocks or securities the
settlement of which is deferred under standard practice in the country of sale),
(iii) pledge or otherwise  encumber its assets,  and (iv) invest more than 5% of
its assets in any one issuer (except Government securities and bank certificates
of deposit).