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, 2004

Re:     GMO Trust - Item 77 Attachments - Form N-SAR
        For Period March 1, 2004 - August 31, 2004


GMO TRUST

Item 7 As a reminder to update on your report  under item #7:   Effective  June
25, 2004, a new series of the GMO Trust became effective: GMO Global Growth Fund
 Effective  April 1, 2004 the name of GMO Alpha  LIBOR Fund  ("ALF")  has been
changed to: GMO Special  Purpose  Holding Fund ? Effective  August 30, 2004, the
name of GMO Global Hedged Equity Fund has been changed to: GMO Alpha Only Fund ?
Effective September 23, 2004, the name of GMO Asia Fund has been changed to: GMO
Emerging Markets Quality Fund

Item 77D  Effective  April 1, 2004, in addition to the name change of GMO Alpha
LIBOR Fund to GMO Special  Purpose  Holding Fund, its  investment  objective and
operating  policies  changed.  GMO Special  Purpose  Holding  Fund's  investment
objective is total  return,  and its assets are  primarily  limited to a special
purpose vehicle that holds certain defaulted securities, certain claims relating
to such securities, and cash and cash items. GMO Special Purpose Holding Fund is
presently closed to new investments by existing or prospective  shareholders.
Effective September 23, 2004, in addition to the name change of GMO Asia Fund to
GMO Emerging Markets Quality Fund, its investment  objective and strategies have
changed. The Fund's investment objective is to seek broad exposure to the higher
quality  companies  in  emerging  markets.   The  Fund  typically  makes  equity
investments in companies  whose stocks are traded in the  securities  markets of
emerging  countries in Asia, Latin America,  the Middle East, Africa and Europe.
The Manager  uses  proprietary  quality  models to evaluate an issuer's  quality
score.   GMO Global (U.S.+) Equity  Allocation  Fund and GMO U.S.  Sector Fund:
Footnote  4 to the  "Fees and  expenses"  table for GMO  Global  (U.S.+)  Equity
Allocation  Fund and  footnote 5 to the "Fees and  expenses"  table for GMO U.S.
Sector  Fund are  amended to reflect  the  Manager's  contractual  agreement  to
reimburse  each Fund  through at least  December  31,  2004 for  certain of such
Funds'  operating  expenses,  as described more fully in the "Fees and expenses"
tables.  Accordingly,  each instance of "September 30, 2004" in the footnotes is
replaced with "December 31, 2004."

Item 77I  Effective September 23, 2004, GMO Emerging Markets Quality Fund added
a new class of fund shares, Class VI. This class of shares is distinguished from
the other  classes by its  minimum  total  fund  investment  of $300  million or
minimum total  investment with GMO plus fund investment of $750 million plus $35
million in the fund and its Shareholder Service fee of .055%.

Item 77Q1 (a) Attached are copies of the following Amendments to the GMO Trust -
Declaration  of Trust  Amendment  No. 15: GMO Global Hedged Equity Fund changed
its name to:  GMO Alpha  Only Fund   Amendment  No.14:  GMO Real Asset Fund was
added as a new series of the Trust (registration statement delayed; fund has not
commenced  operations)  Amendment No. 13: GMO Global Growth Fund was added as a
new series of the Trust   Amendment  No. 12: GMO Alpha  LIBOR Fund  changed its
name to: GMO Special Purpose Holding Fund

Item 77Q1 (e) Attached is a copy of the following  investment  advisory contract
with Grantham Mayo Van Otterloo & Co LLC:

 GMO Trust on behalf of GMO Global Growth Fund, June 25, 2004

Item 81
 Yes