Grantham, Mayo, Van Otterloo & Co. LLC

MEMORANDUM

To:              David Lyons

Matthew Dunlap

From:              Judith Lyden

cc:              Andy Luu

Date:              April 27, 2010

Re:              GMO Trust - Item 77 Attachments - Form N-SAR

For Period September 1, 2009 through February 28, 2010 (and current)

Item 7

As a reminder to update your report under Item #7:

·   GMO Debt Opportunities Fund – added as a new series of GMO Trust, effective  December 2, 2009

·   GMO High Quality Short-Duration Bond Fund – added as a new series of GMO Trust, effective December 2, 2009

Item 77E:  Legal Proceedings

Series 15 – GMO Emerging Markets Fund

Indian regulators have alleged that the Fund violated certain conditions under which it was granted permission to operate in India and have restricted a portion of the Fund’s locally held assets pending resolution of the dispute.  The amount of these restricted assets represents less than 0.1% of the Fund’s net assets as of February 28, 2010.   The valuation of this possible claim and all matters relating to the Fund's response to these allegations are subject to the supervision and control the Trust's Board of Trustees, and all costs in respect of this matter are being borne by the Fund.

Series 41 – GMO Special Purpose Holding Fund

As disclosed in the Fund’s financial statements, the Fund was among numerous plaintiffs that filed claims in the Arizona Superior Court on May 23, 2003 against various defendants, including J.P. Morgan Chase Bank, Credit Suisse First Boston Corp., and Deloitte & Touche in connection with the default of two asset-backed securities, NPF VI Trust and NPF XII Trust, held by the Fund.  The litigation was removed to federal court and now resides in the U.S. District Court for the Southern District of Ohio.  All claims have been settled with J.P. Morgan Chase Bank and Deloitte & Touche.  Registrant considers this litigation routine litigation incidental to its business.

GMO Emerging Country Debt Fund

In July 2005, the Fund entered into litigation against the Government of Argentina (“Argentina”) relating to Argentina’s failure to make payments on sovereign debt held by the Fund. That debt, which continues to be valued according to the Fund’s valuation policy, represented 1.63% of the net assets of the Fund as of February 28, 2010. Judgments were awarded in the Fund’s favor on September 24, 2007; however, the Fund’s ability to collect on those judgments remains uncertain.  All costs in respect of this matter are being borne by the Fund.

In July 2008, the Fund filed claims in the High Court of Justice in Accra, Ghana against GNPA Limited (“GNPA”) seeking payment on an unconditional promissory note issued by GNPA in an amount of $5.3 million.  A judgment was awarded in the Fund’s favor on February 25, 2010; however, the defendant has appeal that judgment.  The defaulted promissory note, which continues to be valued according to the Fund’s valuation policy, represented less than 0.1% of the net assets of the Fund as of February 28, 2010.  All costs in respect of this matter are being borne by the Fund.

Item 77I:  Terms of new or amended securities

·   Effective December 2, 2009, GMO Debt Opportunities Fund was added as a new series of GMO Trust

·   Effective December 2, 2009, GMO High Quality Short-Duration Bond Fund was added as a new series of GMO Trust

Item 77Q1:  Exhibits

(a) Attached is a copy of the following Amendment to the GMO Trust Declaration of Trust during this period:

·   Amendment No. 1:  to establish two new series:  GMO Debt Opportunities Fund and GMO High Quality Short-Duration Bond Fund, dated November 3, 2009.

(c) copy of the management contracts between GMO Trust, on behalf of all new series of GMO Trust (see above), and GMO LLC

 (d) Attached is a copy of the Amended and Restated Supplement dated December 14, 2009 to GMO Trust Prospectus dated June 30, 2009

Item 81:  Joint Fidelity Bond

·   Yes  ($10M and a deductible of $100K)