Item 77D Effective as of January 8, 2004, for GMO Currency Hedged  International
Bond Fund, the clause "and  currencies"  is added after the term  "countries" in
the  first  sentence  of  the  first  paragraph  under  the  caption  "Principal
investment  strategies" on page 52 of the Prospectus.

Effective as of January1,  2004, GMO Currency Hedged  International  Bond Fund's
benchmark  changed from the J.P. Morgan Non-U.S.  Government Bond Index (Hedged)
to the J.P. Morgan Non-U.S. Government Bond Index (Hedged) (ex-Japan).

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  fees have been
reinstated  for all GMO asset  allocation  funds

Effective  June  27,  2003,  GMO  Short-Duration  Collateral  Fund's  investment
objective  was  changed to the  reference  to LIBOR and  emphasis  on high total
return.  The fund adopted 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 applicable GMO Foreign Fund:

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).

On March 1, 2003,  GMO U.S.  Sector  Fund's  benchmark  changed from the S&P 500
Index to the Russell 3000 Index.  Accordingly,  the  paragraph on page 70 of the
Prospectus under the caption "Benchmark