Report of Independent Registered Public
Accounting Firm

To the Board of Trustees of GMO Trust and Shareholders
of GMO Alternative Allocation Fund, GMO Asset
Allocation Bond Fund, GMO Benchmark-Free Allocation
Fund, GMO Benchmark-Free Fund, GMO Climate
Change Fund, GMO Cyclical Focus Fund, GMO Emerging
Country Debt Fund, GMO Emerging Domestic
Opportunities Fund, GMO Emerging Markets Fund,
GMO Global Asset Allocation Fund, GMO Global
Developed Equity Allocation Fund, GMO Global Equity
Allocation Fund, GMO High Yield Fund, GMO
Implementation Fund, GMO International Developed
Equity Allocation Fund, GMO International Equity
Allocation Fund, GMO International Equity Fund, GMO
Multi-Sector Fixed Income Fund, GMO Opportunistic
Income Fund, GMO Quality Fund, GMO Resources Fund,
GMO SGM Major Markets Fund, GMO Strategic
Opportunities Allocation Fund, GMO Tax-Managed
International Equities Fund, GMO U.S. Equity Fund,
GMO U.S. Small Cap Value Fund, GMO U.S. Treasury
Fund, and GMO-Usonian Japan Value Creation Fund

In planning and performing our audit of the financial
statements of GMO Alternative Allocation Fund, GMO
Asset Allocation Bond Fund, GMO Benchmark-Free
Allocation Fund, GMO Benchmark-Free Fund, GMO
Climate Change Fund, GMO Cyclical Focus Fund, GMO
Emerging Country Debt Fund, GMO Emerging Domestic
Opportunities Fund, GMO Emerging Markets Fund,
GMO Global Asset Allocation Fund, GMO Global
Developed Equity Allocation Fund, GMO Global Equity
Allocation Fund, GMO High Yield Fund, GMO
Implementation Fund, GMO International Developed
Equity Allocation Fund, GMO International Equity
Allocation Fund, GMO International Equity Fund, GMO
Multi-Sector Fixed Income Fund, GMO Opportunistic
Income Fund, GMO Quality Fund, GMO Resources Fund,
GMO SGM Major Markets Fund, GMO Strategic
Opportunities Allocation Fund, GMO Tax-Managed
International Equities Fund, GMO U.S. Equity Fund,
GMO U.S. Small Cap Value Fund, GMO U.S. Treasury
Fund, and GMO-Usonian Japan Value Creation Fund
(constituting GMO Trust, hereafter collectively referred
to as the "Funds") as of February 28, 2021 and for each of
the periods indicated in the table below, in accordance
with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), we considered
the Funds' internal control over financial reporting,
including controls over safeguarding securities, as a basis
for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-CEN, but not
for the purpose of expressing an opinion on the
effectiveness of the Funds' internal control over financial
reporting.  Accordingly, we do not express an opinion on
the effectiveness of the Funds' internal control over
financial reporting.

GMO Alternative Allocation Fund, GMO Asset Allocation
Bond Fund, GMO Benchmark-Free Allocation Fund, GMO Benchmark
-Free Fund, GMO Climate Change Fund, GMO Emerging Country
Debt Fund, GMO Emerging Domestic Opportunities Fund, GMO
Emerging Markets Fund, GMO Global Asset Allocation Fund,
GMO Global Developed Equity Allocation Fund, GMO Global
Equity Allocation Fund, GMO High Yield Fund, GMO
Implementation Fund, GMO International Developed Equity
Allocation Fund, GMO International Equity Allocation Fund,
GMO International Equity Fund, GMO Multi-Sector Fixed
Income Fund, GMO Opportunistic Income Fund, GMO Quality
Fund, GMO Resources Fund, GMO SGM Major Markets Fund,
GMO Strategic pportunities Allocation Fund, GMO
Tax-Managed International Equities Fund, GMO U.S. Equity
Fund, GMO U.S. Small Cap Value Fund, and GMO U.S. Treasury
FundFor the year ended February 28, 2021GMO Cyclical Focus
FundFor the period May 12, 2020 (commencement of operations)
through February 28, 2021GMO-Usonian Japan Value Creation
FundFor the period September 14, 2020 (commencement of
operations) through February 28, 2021

The management of the Funds is responsible for
establishing and maintaining effective internal control
over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to
assess the expected benefits and related costs of controls.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with generally accepted accounting
principles. A company's internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements
in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with
authorizations of management and directors of the
company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
company's annual or interim financial statements will
not be prevented or detected on a timely basis.

Our consideration of the Funds' internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control over financial reporting
that might be material weaknesses under standards
established by the PCAOB. However, we noted no
deficiencies in the Funds' internal control over financial
reporting and its operation, including controls over
safeguarding securities, that we consider to be material
weaknesses as defined above as of February 28 ,2021.


This report is intended solely for the information and use
of the Board of Trustees of GMO Trust and the Securities
and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified
parties.




/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
April 27, 2021