GMO Trust

Item 77D

Effective  August 15, 2002, a  non-fundamental  restriction was adopted
for GMO Short-Term  Income Fund and GMO Pelican Fund stating that it is contrary
to the  present  policy of these  funds to invest  more than 25% of the value of
their respective total assets in obligations issued by banks.

Effective August 19, 2002, under  "Principal  Investment  Strategies" of the GMO
International  Small  Companies  Fund,  the Manager has further  defined  "small
companies"  to  include  those  companies  in the  MSCI  database  whose  market
capitalizations  fall within the smallest 25% of total  database  capitalization
within their country."

Effective October 1, 2002, the definition of "tied  economically"  under certain
fund's  "Principal  investment  strategies"  was  revised to mean:  (i) it is an
investment  in an issuer that is  organized  under the laws of the U.S. or in an
issuer that  maintains its principal  place of business in the U.S.;  (ii) it is
traded  principally  in the U.S.; or (iii) it is an investment in an issuer that
derived at least 50% of its  revenues  or profits  from goods  produced or sold,
investments made, or services  performed in the U.S., or has at least 50% of its
assets in the U.S.

Effective  June 30, 2002, GMO no longer  reimburses any of GMO Emerging  Country
Debt Fund's expenses.