ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02199
Phone: 617-951-7000
Fax: 617-951-7050
June 30, 2011
BY EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: GMO Trust (the Trust) (File Nos. 002-98772 and 811-04347)
Ladies and Gentlemen:
On behalf of the Trust, and pursuant to the Securities Act of 1933, as amended (the Securities
Act), and Rule 497(j) thereunder, we hereby represent that the forms of the GMO Trust Multi-Class
Statement of Additional Information (relating to forty-eight of the sixty-six series of the Trust)
and GMO Class M Prospectus and Statement of Additional Information (relating to Class M shares of
five of the sixty-six series of the Trust), that would have been filed pursuant to the requirements
of Rule 497(c) under the Securities Act, would not have differed from those contained in
Post-Effective Amendment No. 146 to the Trusts Registration Statement under the Securities Act and
Amendment 185 to the Trusts Registration Statement under the Investment Company Act of 1940, as
amended (Amendment No. 146/185), as filed electronically with the Commission on June 29, 2011.
Amendment No. 146/185 became effective on the date hereof.
If you have any questions or need any clarification concerning the foregoing or this transmission,
please contact the undersigned at (617) 951-7392.
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Very truly yours,
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/s/ Andrew D. Wilkins
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Andrew D. Wilkins |
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J.B. Kittredge, Esq.
Jason Harrison, Esq.
Thomas R. Hiller, Esq.
Elizabeth J. Reza, Esq. |