GMO Trust

Filed pursuant to Rule 497(e)
File Nos. 2-98772 and 811-04347

GMO TRUST

Amended and Restated Supplement dated October 23, 2008 to
GMO Trust Prospectus dated June 30, 2008

As described more fully below, and in light of current extraordinary market conditions:

	•		The Fixed Income Funds will honor nearly all redemptions in-kind during this period.

	•		The Fixed Income Funds will, if deemed prudent by GMO, take temporary defensive measures (until GMO has determined that normal conditions have returned or that it is otherwise prudent to resume investing in accordance with a Fund’s normal investment strategies) and may not achieve their respective investment objectives during this period.

* * * * * * *

As described elsewhere in the Prospectus, each of the Fixed Income Funds makes extensive use of derivatives to achieve its exposures to the fixed income markets and to pursue strategies intended to obtain returns in excess of its performance benchmark. Each of those Funds also invests a substantial portion of its assets in the GMO Short-Duration Collateral Fund (“SDCF”) and/or the GMO World Opportunity Overlay Fund (“WOOF”). The principal risks of pursuing the Fixed Income Funds’ strategies in this manner, including the risks of using derivatives, are discussed in greater detail in the Prospectus under the heading “Description of Principal Risks.”

Very recent changes in the credit markets have reduced the liquidity for all types of fixed income securities, including the asset-backed securities held by all of the Fixed Income Funds either directly or indirectly through SDCF and WOOF. Contemporaneously, each Fixed Income Fund has also had a greater need for cash to provide margin for large swings in the mark-to-market obligations arising under the derivatives used by the Funds. In order to deal equitably with the demands for liquidity, on October 22, 2008, SDCF declared and paid to all shareholders (including the Fixed Income Funds) a dividend in an aggregate amount equal to substantially all of the cash on hand in SDCF. Substantially all subsequent cash flows into SDCF from portfolio investments (and proceeds of dispositions by SDCF) are likewise expected to be declared and paid as dividends as and when available. All redemptions from SDCF and WOOF by other Fixed Income Funds (and any other shareholders) will be honored in-kind until further notice, using for this purpose (and to the extent practicable) securities deemed by GMO to be representative of the portfolio of SDCF and/or WOOF.

Each of the Fixed Income Funds uses its cash balance to meet its derivative collateral obligations and for other purposes. There is no assurance that a Fund’s cash balance will be sufficient to meet that Fund’s collateral obligations and, if it is not, the Fund would be required to liquidate other positions. That may include redeeming shares of SDCF and/or WOOF, in which case, as noted above, the Fixed Income Fund would receive redemption proceeds in-kind from SDCF and/or WOOF and would then be required to dispose of those assets (mostly asset-backed securities) in the current adverse market conditions.

To manage each Fixed Income Fund’s cash collateral needs in these extraordinary market conditions, GMO reserves the right to reduce or eliminate the Fund’s derivative exposures, including those that are intended to cause a Fixed Income Fund to track its benchmark more closely. To the extent that a Fixed Income Fund reduces those exposures, it will tend to cause the performance of that Fund to track its benchmark less closely and make the Fund’s performance more dependent on the performance of the asset-backed securities it holds directly or indirectly.

To address in part the management issues described above, nearly all redemptions from the Fixed Income Funds are expected to be in-kind for the foreseeable future. If redeeming shareholders from a Fixed Income Fund choose to dispose of assets received in-kind immediately, those dispositions will occur in the current adverse market conditions. To the extent that the Fixed Income Funds honor redemptions in cash, redeeming shareholders will bear the redemption fees described in more detail below.

Purchase Premiums and Redemption Fees

The Manager may impose a new purchase premium and/or redemption fee for any Fund at any time. The Manager also may modify or eliminate an existing purchase premium or redemption fee for any Fund at any time.

The purchase premiums and redemption fees for the GMO Fixed Income Funds and the GMO Asset Allocation Funds are hereby revised as detailed below in the revised “Fees and expenses” table for each of these Funds.

Please see page 106 of the Prospectus for a discussion of the Funds’ purchase premiums and redemption fees, including circumstances under which the Manager may waive all or a portion of a purchase premium or redemption fee.

The bulleted list under “Purchase Premiums and Redemption Fees” on page 106 of the Prospectus, presenting the Funds that charge purchase premiums and/or redemption fees to shareholders purchasing or redeeming shares, is replaced in its entirety by the following list:

	•		U.S. Small/Mid Cap Value Fund

	•		U.S. Small/Mid Cap Growth Fund

	•		Global Growth Fund

	•		Developed World Stock Fund

	•		International Small Companies Fund

	•		Emerging Markets Fund

	•		All Fixed Income Funds

	•		All Asset Allocation Funds

GMO Alternative Asset Opportunity Fund (“AAOF”), SDCF, and WOOF, each a series of GMO Trust that is offered through a separate private placement memorandum, each charge a redemption fee of 2.00%. GMO Funds that invest directly (GMO Fixed Income Funds and GMO Asset Allocation Funds) and/or indirectly (GMO Asset Allocation Funds) in AAOF, SDCF, and/or WOOF will bear the cost of these redemption fees.

Determination of Net Asset Value

The GMO Fixed Income Funds will not be valued (and accordingly transactions in shares of the Funds will not be processed) on days when the U.S. bond markets are closed. Purchase orders and redemptions relating to those Funds that are received on days when the U.S. bond markets are closed will be processed at the price determined as of the close of the following business day.

GMO Domestic Bond Fund

The sections captioned “Fees and expenses” and “Example” on page 49 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show, for each class of shares, the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)	Class III	Class VI
Redemption fee (as a percentage of amount redeemed)	2.00%¹	2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III			Class VI
Management fee		0.10	%		0.10	%
Shareholder service fee		0.15	%		0.055	%
Other expenses		0.03	%²		0.03	%²
Total annual fund operating expenses		0.28	%		0.19	%
Expense reimbursement		(0.03	%)³		(0.03	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.25	%		0.16	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		“Other expenses” reflect the aggregate of direct expenses associated with an investment in the Fund and the indirect net expenses associated with the Fund’s investments in other Funds of the Trust and certain other pooled investment vehicles (the “underlying Funds”) for the fiscal year ended February 29, 2008, which have been restated to reflect current fees of certain underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Net fees of underlying Funds were less than 0.01%.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment of underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus) exceed 0.10% of the Fund’s average daily net assets.

Example

This example helps you compare the cost of investing in the Fund (including direct expenses and indirect expenses of the underlying Funds) with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same as those shown in the table, and that all dividends and distributions are reinvested. Your actual costs may be higher or lower.


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	235	$	321	$	415	$	693	$	26	$	91	$	164	$	376
Class VI	$	226	$	291	$	362	$	571	$	16	$	60	$	109	$	251


*		After reimbursement

GMO Core Plus Bond Fund

The sections captioned “Fees and expenses” and “Example” on page 51 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show, for each class of shares, the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)	Class III	Class IV
Redemption fee (as a percentage of amount redeemed)	2.00%¹	2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III			Class IV
Management fee		0.25	%		0.25	%
Shareholder service fee		0.15	%²		0.10	%²
Other expenses		0.05	%		0.05	%
Acquired fund fees and expenses (underlying Fund expenses)		0.06	%³		0.06	%³
Total annual fund operating expenses		0.51	%		0.46	%
Expense reimbursement/waiver		(0.06	%)^2,4		(0.06	%)^2,4
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.45	%		0.40	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		The Manager will waive the Fund’s shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by a class of shares of the Fund exceeds the applicable shareholder service fee set forth in the table above; provided, however, that the amount of this waiver will not exceed the applicable shareholder service fee set forth in the table above.

³		The amounts indicated are based on the indirect net expenses associated with the Fund’s investments in other Funds of the Trust and certain other pooled investment vehicles (the “underlying Funds”) for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amounts do not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.03% and 0.03%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

⁴		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment of underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus (collectively, “Excluded Fund Fees and Expenses”)) exceed 0.25% of the Fund’s average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent that the sum of (a) the Fund’s total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investments in ECDF (excluding ECDF’s Excluded Fund Fees and Expenses), exceeds 0.25% of the Fund’s average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund’s average daily net assets.

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	255	$	390	$	537	$	967	$	46	$	162	$	288	$	657
Class IV	$	250	$	374	$	510	$	907	$	41	$	146	$	261	$	596


*		After reimbursement

GMO International Bond Fund

The sections captioned “Fees and expenses” and “Example” on page 53 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III
Redemption fee (as a percentage of amount redeemed)		2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.25	%
Shareholder service fee		0.15	%²
Other expenses		0.06	%³
Acquired fund fees and expenses (underlying Fund expenses)		0.06	%⁴
Total annual fund operating expenses		0.52	%
Expense reimbursement/waiver		(0.07	%)^2,5
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.45	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		The Manager will waive the Fund’s shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds 0.15%; provided, however, that the amount of this waiver will not exceed 0.15%.

³		“Other expenses” have been restated to reflect current fees.

⁴		The amount indicated is based on the indirect net expenses associated with the Fund’s investments in other Funds of the Trust and certain other pooled investment vehicles (the “underlying Funds”) for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.02% and 0.04%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the


		underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

⁵		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment of underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus (collectively, “Excluded Fund Fees and Expenses”)) exceed 0.25% of the Fund’s average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent that the sum of (a) the Fund’s total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investments in ECDF (excluding ECDF’s Excluded Fund Fees and Expenses) exceeds 0.25% of the Fund’s average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund’s average daily net assets.

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	255	$	392	$	542	$	978	$	46	$	164	$	293	$	668


*		After reimbursement

GMO Strategic Fixed Income Fund

The sections captioned “Fees and expenses” and “Example” on page 55 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show, for each class of shares, the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)	Class III	Class VI
Redemption fee (as a percentage of amount redeemed)	2.00%¹	2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III			Class VI
Management fee		0.25	%		0.25	%
Shareholder service fee		0.15	%²		0.055	%²
Other expenses		0.02	%		0.02	%
Acquired fund fees and expenses (underlying Fund expenses)		0.06	%³		0.06	%³
Total annual fund operating expenses		0.48	%		0.39	%
Expense reimbursement/waiver		(0.03	%)^2,4		(0.03	%)^2,4
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.45	%		0.36	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.


²		The Manager will waive the Fund’s shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds the applicable shareholder service fee set forth in the table above; provided, however that the amount of this waiver will not exceed the applicable shareholder service fee set forth in the table above.

³		The amounts indicated are based on the indirect net expenses associated with the Fund’s investments in other Funds of the Trust and certain other pooled investment vehicles (the “underlying Funds”) for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amounts do not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.03% and 0.03%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

⁴		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment of underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus (collectively, “Excluded Fund Fees and Expenses”)) exceed 0.25% of the Fund’s average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent that the sum of (a) the Fund’s total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investments in ECDF (excluding ECDF’s Excluded Fund Fees and Expenses) exceeds 0.25% of the Fund’s average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund’s average daily net assets.

Example

This example helps you compare the cost of investing in the Fund (including annualized direct expenses and annualized indirect expenses of the underlying Funds) with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same as those shown in the table, and that all dividends and distributions are reinvested. Your actual costs may be higher or lower.


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	255	$	384	$	524	$	934	$	46	$	155	$	275	$	623
Class VI	$	246	$	356	$	475	$	826	$	37	$	127	$	225	$	513


*		After reimbursement

GMO Currency Hedged International Bond Fund

The sections captioned “Fees and expenses” and “Example” on page 57 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III
Redemption fee (as a percentage of amount redeemed)		2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.25	%
Shareholder service fee		0.15	%²
Other expenses		0.07	%
Acquired fund fees and expenses (underlying Fund expenses)		0.07	%³
Total annual fund operating expenses		0.54	%
Expense reimbursement/waiver		(0.09	%)^2,4
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.45	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		The Manager will waive the Fund’s shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds 0.15%; provided, however, that the amount of this waiver will not exceed 0.15%.

³		The amount indicated is based on the indirect net expenses associated with the Fund’s investments in other Funds of the Trust and certain other pooled investment vehicles (the “underlying Funds”) for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.03% and 0.04%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

⁴		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment of underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus (collectively, “Excluded Fund Fees and Expenses”)) exceed 0.25% of the Fund’s average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent that the sum of (a) the Fund’s total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investments in ECDF (excluding ECDF’s Excluded Fund Fees and Expenses) exceeds 0.25% of the Fund’s average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund’s average daily net assets.

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	255	$	394	$	546	$	989	$	46	$	166	$	297	$	680

* After reimbursement

GMO Global Bond Fund

The sections captioned “Fees and expenses” and “Example” on page 59 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III
Redemption fee (as a percentage of amount redeemed)		2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.19	%
Shareholder service fee		0.15	%²
Other expenses		0.07	%
Acquired fund fees and expenses (underlying Fund expenses)		0.07	%³
Total annual fund operating expenses		0.48	%
Expense reimbursement/waiver		(0.03	%)^2,4
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.45	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		The Manager will waive the Fund’s shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds 0.15%; provided, however, that the amount of this waiver will not exceed 0.15%.

³		The amount indicated is based on the indirect net expenses associated with the Fund’s investments in other Funds of the Trust and certain other pooled investment vehicles (the “underlying Funds”) for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.03% and 0.04%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

⁴		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment of underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus (collectively, “Excluded Fund Fees and Expenses”)) exceed 0.25% of the Fund’s average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent that the sum of (a) the Fund’s total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investments in ECDF (excluding ECDF’s Excluded Fund Fees and Expenses) exceeds 0.25% of the Fund’s average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund’s average daily net assets.

Example

that your investment has a 5% return each year, that the Fund’s operating expenses remain the same as those shown in the table, and that all dividends and distributions are reinvested. Your actual costs may be higher or lower.


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	255	$	384	$	524	$	934	$	46	$	155	$	275	$	623

* After reimbursement

GMO Emerging Country Debt Fund

The sections captioned “Fees and expenses” and “Example” on page 61 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show, for each class of shares, the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)	Class III	Class IV
Purchase premium (as a percentage of amount invested)	0.50%¹	0.50%¹
Redemption fee (as a percentage of amount redeemed)	2.00%¹	2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III			Class IV
Management fee		0.35	%		0.35	%
Shareholder service fee		0.15	%		0.10	%
Other expenses		0.82	%²		0.82	%²
Total annual fund operating expenses		1.32	%		1.27	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		“Other expenses” have been restated to reflect current fees and reflect inclusion of interest expense incurred by the Fund as a result of entering into reverse repurchase agreements. For the fiscal year ended February 29, 2008, other expenses (before addition of interest expense) and interest expense were 0.08% and 0.74%, respectively. “Other expenses” reflect the aggregate of direct expenses associated with an investment in the Fund and the indirect net expenses associated with the Fund’s investment in other Funds of the Trust and certain other pooled investment vehicles (the “underlying Funds”) for the fiscal year ended February 29, 2008. Amounts do not include expenses associated with investment in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Net fees and expenses of underlying Funds were less than 0.01%.

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	390	$	688	$	1,008	$	1,918	$	184	$	466	$	770	$	1,632
Class IV	$	385	$	675		$987	$	1,873	$	179	$	453	$	748	$	1,587


*		After reimbursement

GMO Short-Duration Investment Fund

The sections captioned “Fees and expenses” and “Example” on page 63 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III
Redemption fee (as a percentage of amount redeemed)		2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.05	%
Shareholder service fee		0.15	%
Other expenses		0.62	%²
Total annual fund operating expenses		0.82	%
Expense reimbursement		(0.62	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.20	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		“Other expenses” have been restated to reflect current fees and reflect the aggregate of direct expenses associated with an investment in the Fund and the indirect net expenses associated with the Fund’s investments in other Funds of the Trust (the “underlying Funds”) for the fiscal year ended February 29, 2008, which have been restated to reflect current fees of certain underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Net fees of underlying Funds were less than 0.01%.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment of underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus) exceed 0.05% of the Fund’s average daily net assets.

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	230	$	431	$	650	$	1,280	$	20	$	204	$	403	$	978


*		After reimbursement

GMO Short-Duration Collateral Share Fund

The sections captioned “Fees and expenses” and “Example” on page 65 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III
Redemption fee (as a percentage of amount redeemed)		2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.05	%
Shareholder service fee		0.15	%
Other expenses		0.16	%²
Total annual fund operating expenses		0.36	%
Expense reimbursement		(0.16	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.20	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		“Other expenses” have been restated to reflect current fees and reflect the aggregate of direct expenses associated with an investment in the Fund and the indirect net expenses associated with the Fund’s investments in SDCF (the “underlying Fund”) for the fiscal year ended February 29, 2008. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Net fees of underlying Funds were less than 0.01%.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in SDCF, investment-related costs, and other expenses described on page 100 of this Prospectus) exceed 0.05% of the Fund’s average daily net assets.

Example

This example helps you compare the cost of investing in the Fund (including annualized direct expenses and annualized indirect expenses of SDCF) with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same as those shown in the table, and that all dividends and distributions are reinvested. Your actual costs may be higher or lower.


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	230	$	331	$	442	$	766	$	20	$	102	$	191	$	451


*		After reimbursement

GMO Inflation Indexed Plus Bond Fund

The sections captioned “Fees and expenses” and “Example” on page 67 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show, for each class of shares, the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)	Class III	Class VI

Redemption fee (as a percentage of amount redeemed)	2.00%¹	2.00%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III			Class VI

Management fee		0.25	%		0.25	%
Shareholder service fee		0.15	%²		0.055	%²
Other expenses		0.20	%³		0.20	%³
Acquired fund fees and expenses (underlying Fund expenses)		0.10	%⁴		0.10	%⁴
Total annual fund operating expenses		0.70	%		0.61	%
Expense reimbursement/waiver		(0.15	%)^2,5		(0.15	%)^2,5
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.55	%		0.46	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may waive all or a portion of the purchase premium or redemption fee.

²		The Manager will waive the Fund’s shareholder service fee to the extent that any direct and indirect shareholder service fees borne by the Fund exceed the applicable shareholder service fee set forth in the table above; provided, however that the amount of this waiver will not exceed the applicable shareholder service fee set forth in the table above.

³		“Other expenses” have been restated to reflect current fees and reflect inclusion of interest expense incurred by the Fund as a result of entering into reverse repurchase agreements. For the fiscal year ended February 29, 2008, other expenses (before addition of interest expense) and interest expense were 0.13% and 0.07%, respectively.

⁴		The amounts indicated are based on the indirect net expenses associated with the Fund’s investments in other Funds of the Trust and certain other pooled investment vehicles (the “underlying Funds”) for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amounts do not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.06% and 0.04%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

⁵		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment of underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus (collectively, “Excluded Fund Fees and Expenses”)) exceed 0.25% of the Fund’s average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent that the sum of (a) the Fund’s total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investments in ECDF (excluding ECDF’s Excluded Fund Fees and Expenses) exceeds 0.25% of the Fund’s average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.25% of the Fund’s average daily net assets.

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	265	$	438	$	626	$	1,172	$	56	$	211	$	379	$	867
Class VI	$	256	$	410	$	578	$	1,067	$	47	$	182	$	330	$	759


*		After reimbursement

GMO U.S. Equity Allocation Fund

The sections captioned “Fees and expenses” and “Example” on page 71 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)	Class III
Purchase premium (as a percentage of amount invested)		0.02	%¹
Redemption fee (as a percentage of amount redeemed)		0.02	%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.00	%
Shareholder service fee		0.00	%
Other expenses		0.04	%
Acquired fund fees and expenses (underlying Fund expenses)		0.41	%²
Total annual fund operating expenses		0.45	%
Expense reimbursement		(0.04	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.41	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expenses that may be incurred by underlying Funds. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.41% and less than 0.01%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.


³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 (excluding expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus).

Example


	If you sell your shares								If you do not sell your shares
	1 Year**		3 Years		5 Years		10 Years		1 Year**		3 Years		5 Years		10 Years
Class III	$	46	$	151	$	266	$	602	$	44	$	149	$	264	$	599


**		After reimbursement

GMO International Equity Allocation Fund

The sections captioned “Fees and expenses” and “Example” on page 73 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III

Purchase premium (as a percentage of amount invested)		0.18%¹
Redemption fee (as a percentage of amount redeemed)		0.18%¹



Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III

Management fee		0.00	%
Shareholder service fee		0.00	%
Other expenses		0.01	%
Acquired fund fees and expenses (underlying Fund expenses)		0.76	%²
Total annual fund operating expenses		0.77	%
Expense reimbursement		(0.01	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.76	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.


³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 (excluding expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus).

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	114	$	294	$	488	$	1,051	$	95	$	273	$	466	$	1,024


*		After reimbursement

GMO International Opportunities Equity Allocation Fund

The sections captioned “Fees and expenses” and “Example” on page 75 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III

Purchase premium (as a percentage of amount invested)		0.04%¹
Redemption fee (as a percentage of amount redeemed)		0.04%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III

Management fee		0.00	%
Shareholder service fee		0.00	%
Other expenses		0.02	%
Acquired fund fees and expenses (underlying Fund expenses)		0.61	%²
Total annual fund operating expenses		0.63	%
Expense reimbursement		(0.02	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.61	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.


³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 (excluding expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus).

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	70	$	219	$	381	$	850	$	66	$	214	$	376	$	844


*		After reimbursement

GMO Global Equity Allocation Fund

The sections captioned “Fees and expenses” and “Example” on page 77 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)	Class III
Purchase premium (as a percentage of amount invested)		0.12	%¹
Redemption fee (as a percentage of amount redeemed)		0.12	%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.00	%
Shareholder service fee		0.00	%
Other expenses		0.02	%
Acquired fund fees and expenses (underlying Fund expenses)		0.60	%²
Total annual fund operating expenses		0.62	%
Expense reimbursement		(0.02	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.60	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense


		were 0.59% and 0.01%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 (excluding expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus).

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	86	$	237	$	402	$	879	$	73	$	223	$	387	$	861


*		After reimbursement

GMO World Opportunities Equity Allocation Fund

The sections captioned “Fees and expenses” and “Example” on page 79 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III

Purchase premium (as a percentage of amount invested)		0.04%¹
Redemption fee (as a percentage of amount redeemed)		0.04%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III

Management fee		0.00	%
Shareholder service fee		0.00	%
Other expenses		0.01	%
Acquired fund fees and expenses (underlying Fund expenses)		0.53	%²
Total annual fund operating expenses		0.54	%
Expense reimbursement		(0.01	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.53	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include, to the extent


		applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 (excluding expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus).

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	62	$	196	$	341	$	764	$	58	$	191	$	336	$	758


*		After reimbursement

GMO Global Balanced Asset Allocation Fund

The sections captioned “Fees and expenses” and “Example” on page 81 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III
Purchase premium (as a percentage of amount invested)		0.09%¹
Redemption fee (as a percentage of amount redeemed)		0.64%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.00	%
Shareholder service fee		0.00	%
Other expenses		0.01	%
Acquired fund fees and expenses (underlying Fund expenses)		0.60	%²
Total annual fund operating expenses		0.61	%
Expense reimbursement		(0.01	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.60	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest


		expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.58% and 0.02%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 (excluding expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus).

Example


	If you sell your shares								If you do not sell your shares
	1 Year**		3 Years		5 Years		10 Years		1 Year**		3 Years		5 Years		10 Years
Class III	$	137	$	300	$	476	$	989	$	70	$	227	$	397	$	891


**		After reimbursement

GMO Strategic Opportunities Allocation Fund

The sections captioned “Fees and expenses” and “Example” on page 83 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III

Purchase premium (as a percentage of amount invested)		0.03%¹
Redemption fee (as a percentage of amount redeemed)		0.50%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III

Management fee		0.00	%
Shareholder service fee		0.00	%
Other expenses		0.02	%
Acquired fund fees and expenses (underlying Fund expenses)		0.56	%²
Total annual fund operating expenses		0.58	%
Expense reimbursement		(0.02	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.56	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the


		underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.54% and 0.02%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 (excluding expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus).

Example


	If you sell your shares								If you do not sell your shares
	1 Year**		3 Years		5 Years		10 Years		1 Year**		3 Years		5 Years		10 Years
Class III	$	112	$	259	$	418	$	881	$	60	$	202	$	356	$	805


**		After reimbursement

GMO Benchmark-Free Allocation Fund

The sections captioned “Fees and expenses” and “Example” on page 85 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)		Class III
Purchase premium (as a percentage of amount invested)		0.10%¹
Redemption fee (as a percentage of amount redeemed)		0.72%¹


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III
Management fee		0.00	%
Shareholder service fee		0.00	%
Other expenses		0.01	%
Acquired fund fees and expenses (underlying Fund expenses)		0.82	%²
Total annual fund operating expenses		0.83	%
Expense reimbursement		(0.01	%)³
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.82	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include interest expense that may be incurred by underlying Funds that enter into reverse repurchase agreements. Net fees and expenses of underlying Funds (before addition of interest expense and as restated) and indirect interest expense were 0.78% and 0.04%, respectively. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 (excluding expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus).

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	169	$	389	$	628	$	1,313	$	94	$	308	$	540	$	1,206


*		After reimbursement

GMO Alpha Only Fund

The sections captioned “Fees and expenses” and “Example” on page 87 of the Prospectus are replaced with the following:

Fees and expenses

The tables below show, for each class of shares, the expected cost of investing in the Fund.


Shareholder fees (fees paid directly from your investment)	Class III			Class IV

Purchase premium (as a percentage of amount invested)		0.00	%¹		0.00	%¹
Redemption fee (as a percentage of amount redeemed)		0.00	%¹		0.00	%¹


Annual Fund operating expenses (expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III			Class IV

Management fee		0.50	%		0.50	%
Shareholder service fee		0.15	%²		0.10	%²
Other expenses		0.02	%		0.02	%
Acquired fund fees and expenses (underlying Fund expenses)		0.64	%³		0.64	%³
Total annual fund operating expenses		1.31	%		1.26	%
Expense reimbursement/waiver		(0.50	%)^2,4		(0.50	%)^2,4
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.81	%		0.76	%


¹		See “Purchase Premiums and Redemption Fees” for a discussion of the Fund’s purchase premium and redemption fee, including circumstances under which the Manager may make periodic adjustments to the level of purchase premium and redemption fee and/or waive all or a portion of the purchase premium or redemption fee.

²		The Manager will waive the Fund’s shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by a class of shares of the Fund exceeds the applicable shareholder service fee set forth in the table above; provided, however, that the amount of this waiver will not exceed the applicable shareholder service fee set forth in the table above.

³		The amounts indicated are based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amounts do not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Indirect expenses include, to the extent applicable, purchase premiums and redemption fees charged by the underlying Funds. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

⁴		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus (collectively, “Excluded Fund Fees and Expenses”)) exceed 0.50% of the Fund’s average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent that the sum of (a) the Fund’s total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in underlying Funds (excluding these Funds’ Excluded Fund Fees and Expenses), exceeds 0.50% of the Fund’s average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.50% of the Fund’s average daily net assets.

Example


	If you sell your shares								If you do not sell your shares
	1 Year*		3 Years		5 Years		10 Years		1 Year*		3 Years		5 Years		10 Years
Class III	$	83	$	372	$	683	$	1,566	$	83	$	372	$	683	$	1,566
Class IV	$	78	$	357	$	657	$	1,510	$	78	$	357	$	657	$	1,510


*		After reimbursement

Purchases of Shares

Effective December 10, 2008, the Funds will no longer accept purchases of a Fund’s shares via exchange of another Fund’s shares, and the reference to purchasing shares by exchange from another Fund on page 103 of the Prospectus is hereby deleted.

New Wire Instructions for Purchasing Shares

Effective November 3, 2008, the section captioned “By wire” under “Funding Your Investment” on page 103 of the Prospectus is replaced in its entirety with the following:


*By wire.*		Instruct your bank to wire the amount of your investment to:

		State Street Bank and Trust Company, Boston, Massachusetts
		ABA#: 011000028
		Attn: Transfer Agent
		Credit: GMO Deposit Account 00330902
		Further credit: GMO Fund/Account name and number

Disclosure of Portfolio Holdings

Effective September 16, 2008, the following information supplements the information in the Prospectus set forth under “Disclosure of Portfolio Holdings” on pages 101-102:

Periodically, in response to heightened market interest in specific issuers, a Fund’s holdings in one or more issuers may be made available on a more frequent basis to shareholders of the Trust, potential shareholders, and their consultants or agents through a secured link on GMO’s website (http://www.gmo.com/america/strategies). This information may be posted as soon as the business day following the date to which the information relates. Please refer to the Prospectus for information regarding how to obtain a password to access this information.

GMO Emerging Countries Fund

Effective September 16, 2008, GMO Emerging Countries Fund may invest in Exchange-Traded Funds (“ETFs”), including index-based ETFs, which are designed to track the performance and/or certain other characteristics of a particular stock market index, or a group of stock markets in a particular geographic area, such as the MSCI Emerging Markets Index. Investment in ETFs offers the Fund an efficient, generally liquid means to achieve exposure to a particular index, geographic area, or industry, and to receive proportionate cash distributions that approximate the dividends that accrue to the stocks in the ETF’s portfolio.

In addition to the fees and expenses of the Fund, an ETF charges its own fees and expenses, which Fund shareholders will bear indirectly. The Fund will also incur brokerage commissions and related charges when purchasing shares in an ETF in secondary market transactions. Unlike typical investment company shares, which are valued once daily, shares in an ETF may be purchased or sold on a listed securities exchange throughout the trading day at market prices that are generally close to net asset value.

Because ETFs are investment companies, investment in ETFs would, absent exemptive relief, be limited under applicable statutory limitations. Those limitations restrict the Fund’s investment in the shares of an ETF to up to 5% of the Fund’s assets (which may represent no more than 3% of the securities of such ETF) and limit aggregate investments in all ETFs to 10% of the Fund’s assets. The Fund may invest in one or more ETFs beyond the statutory limitations if the Fund enters into an agreement with the ETF and complies with the terms and conditions of the agreement and the conditions of the ETF’s exemptive order.

Investment in GMO Funds Offered Through Separate Private Placement Memoranda

Effective September 16, 2008, the section titled “GMO Flexible Equities Fund” on page 145 of the Prospectus under “Investment in GMO Funds Offered Through Separate Private Placement Memoranda” is hereby amended and restated in its entirety as follows:

GMO Flexible Equities Fund. GMO Flexible Equities Fund (“FLEX”), a series of the Trust, is offered through a separate private placement memorandum. Shares of FLEX are not publicly offered and are principally available only to other GMO Funds and certain other accredited investors. FLEX is managed by GMO.

FLEX pays an investment management fee to the Manager at the annual rate of 0.55% of the Fund’s average daily net assets. FLEX offers Class III and Class VI shares. Class III shares pay shareholder service fees to the Manager at the annual rate of 0.15% of that class’s average daily net assets, and Class VI shares pay shareholder service fees at the annual rate of 0.055% of that class’s average daily net assets. The Manager has agreed to reimburse FLEX for Fund expenses through at least June 30, 2009 to the extent FLEX’s total annual operating expenses (other than Excluded Expenses) exceed 0.55% of the Fund’s average daily net assets. For these purposes, “Excluded Expenses” are shareholder service fees, expenses indirectly incurred by investment in other Funds of the Trust, fees and expenses of the independent Trustees of the Trust, fees and expenses for legal services not approved by the Manager for the Trust, compensation and expenses of the Trust’s Chief Compliance Officer (excluding any employee benefits), brokerage commissions, securities lending fees and expenses, interest expense, transfer taxes, and other investment-related costs (including expenses associated with investments in any company that is an investment company or would be an investment company under the 1940 Act, but for the exceptions to the definition of investment company provided in Section 3(c)(1) and 3(c)(7) of the 1940 Act), hedging transaction fees, extraordinary, non-recurring and certain other unusual expenses (including taxes).

FLEX’s investment objective is total return in excess of its benchmark. FLEX’s primary benchmark is the MSCI World Index. FLEX will seek to achieve its objective principally by investing in equity securities traded in any of the world’s securities markets based on GMO’s assessment of relative opportunities in those markets. FLEX also may identify and measure its performance against one or more secondary benchmarks from time to time. FLEX does not seek to control risk relative to the MSCI World Index or any other benchmark.

FLEX may make equity investments in companies from any country, including the U.S. In selecting stocks for the portfolio, the Manager may utilize proprietary quantitative models to seek out stocks it believes are undervalued (generally, stocks trading at prices below what the Manager believes to be their fundamental value) or stocks it believes have

improving fundamentals and/or positive market sentiment. In selecting the countries in which to invest and determining FLEX’s currency exposures, the Manager may consider many factors, which may include aggregate stock market valuations, global competitiveness, market rebound potential and market sentiment. In addition, the Manager may employ fundamental investment techniques in selecting investments for the Fund’s portfolio. Under normal circumstances, FLEX invests at least 80% of its assets in equity investments. FLEX is a non-diversified investment company within the meaning of the 1940 Act.

FLEX may make equity investments of all types, including equities issued by foreign and/or U.S. companies, growth and/or value style equities, and equities of any market capitalization. In addition, FLEX is not restricted in its exposure to any market or type of equity security, and may invest all its assets in a limited number of equity securities of companies in a single country and/or capitalization range. FLEX could be subject to material losses from a single investment.

FLEX generally seeks to be fully invested and normally does not take temporary defensive positions through investment in cash and cash equivalents. To the extent the Fund takes temporary defensive positions, it may not achieve its investment objective. In pursuing its investment objective, FLEX may (but is not obligated to) use a wide variety of exchange-traded and over-the-counter derivatives, including options, futures, and swap contracts, to (i) hedge equity exposure; (ii) replace direct investing (e.g., creating equity exposure through the use of futures contracts or other types of derivatives); (iii) manage risk by shifting investment exposure; and/or (iv) adjust its foreign currency exposure. The Fund’s foreign currency exposure may differ significantly from the currency exposure represented by its equity investments and/or its benchmarks.

Shareholders of the GMO Funds that invest in FLEX will be indirectly exposed to the risks associated with an investment in FLEX. The principal risks of an investment in FLEX include Management Risk, Market Risk— Equity Securities, Foreign Investment Risk, Focused Investment Risk, Currency Risk, Liquidity Risk, Smaller Company Risk, Non-Diversification Risk, Large Shareholder Risk, Fund of Funds Risk, Market Disruption and Geopolitical Risk, Derivatives Risk, Leveraging Risk and Credit and Counterparty Risk.

GMO Emerging Markets Opportunities Fund

On September 4, 2008, the Board of Trustees approved the liquidation of GMO Emerging Markets Opportunities Fund, and the Fund was liquidated on September 30, 2008.

GMO Currency Hedged International Equity Fund

Effective July 31, 2008, in addition to the underlying Funds referenced in the first paragraph of the section captioned “Principal investment strategies” on page 30 of the Prospectus, the Fund may also invest in GMO Flexible Equities Fund.

Effective July 31, 2008, the sections captioned “Fees and expenses” and “Example” on page 31 of the Prospectus are replaced with the following:

Fees and expenses

The table below shows the expected cost of investing in the Fund.


Annual Fund operating expenses
(expenses that are paid from Fund assets as a percentage of average daily net assets)	Class III

Management fee		0.54	%
Shareholder service fee		0.15	%¹
Other expenses		0.10	%
Acquired fund fees and expenses (underlying Fund expenses)		0.58	%²
Total annual fund operating expenses		1.37	%
Expense reimbursement/waiver		(0.68	%)^1,3
Net aggregate annual expenses (Fund and underlying Fund expenses)		0.69	%


¹		The Manager will waive the Fund’s shareholder service fee to the extent that the aggregate of any direct and indirect shareholder service fees borne by the Fund exceeds 0.15%; provided, however, that the amount of this waiver will not exceed 0.15%.

²		The amount indicated is based on the indirect net expenses associated with the Fund’s investment in underlying Funds for the fiscal year ended February 29, 2008, which have been restated to reflect current fees for certain of the underlying Funds. Amount does not include expenses associated with investments in the securities of unaffiliated issuers unless such issuers hold themselves out to be investment companies. Actual indirect expenses will vary depending on the particular underlying Funds in which the Fund’s portfolio is invested.

³		The Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent the Fund’s total annual operating expenses (excluding shareholder service fees, expenses indirectly incurred by investment in underlying Funds, investment-related costs, and other expenses described on page 100 of this Prospectus (collectively, “Excluded Fund Fees and Expenses”)) exceed 0.54% of the Fund’s average daily net assets. In addition, the Manager has contractually agreed to reimburse the Fund through at least June 30, 2009 to the extent that the sum of (a) the Fund’s total annual operating expenses (excluding Excluded Fund Fees and Expenses) and (b) the amount of fees and expenses incurred indirectly by the Fund through its investment in underlying Funds (excluding these Funds’ Excluded Fund Fees and Expenses), exceeds 0.54% of the Fund’s average daily net assets, subject to a maximum total reimbursement to the Fund equal to 0.54% of the Fund’s average daily net assets.

Example

This example helps you compare the cost of investing in the Fund (including direct expenses and indirect expenses of the underlying Funds) with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, regardless of whether or not you redeem your shares at the end of such periods. The example also assumes that your investment has a 5% return each year, that the Fund’s operating expenses remain the same as those shown in the table, and that all dividends and distributions are reinvested. Your actual costs may be higher or lower.


	1 Year*		3 Years		5 Years		10 Years
Class III	$	70	$	377	$	707	$	1,639


*		After reimbursement


U.S. Equity Funds		Sam Wilderman (since 2005)		Director, U.S. Quantitative Division, GMO. Mr. Wilderman has been responsible for overseeing the portfolio management of GMO’s U.S. quantitative equity portfolios since 2005. Previously, Mr. Wilderman was responsible for portfolio management of and research for GMO’s emerging equity portfolios since 1996.