Item 77I (a) Rule 18f-3 Plan for GMO Trust Classes  I-VIII and M. The changes to
the GMO Trust Rule 18f-3 plan were  primarily  intended  to clarify the dates on
which GMO shareholder  services will determine the class for which each investor
is eligible at that time and the process for  providing  notice to any  investor
whose investment will be converted to a class with a higher shareholder  service
fee.  The  other  substantive  change  relates  to  GMO's  determination  as  to
aggregation  of client  accounts for purposes of determining  eligibility  for a
particular class.

(b) Effective June 27, 2003,  International  Disciplined Equity Fund added a new
class of fund shares,  Class IV. This class of shares is distinguished  from the
other classes by its Shareholder Service fee of .09% (Class III fee is .15%)