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 Core Plus Bond 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
Opportunistic Income Fund, GMO Quality Fund, GMO
Resources Fund, GMO Risk Premium Fund, GMO SGM
Major Markets Fund, GMO Special Opportunities Fund,
GMO Strategic Opportunities 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 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 Core Plus Bond 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
Opportunistic Income Fund, GMO Quality Fund, GMO
Resources Fund, GMO Risk Premium Fund, GMO SGM
Major Markets Fund, GMO Special Opportunities Fund,
GMO Strategic Opportunities 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 Fund (constituting GMO Trust, hereafter
collectively referred to as the "Funds") as of February 28,
2019 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.

For the year ended February 29, 2020
GMO Asset Allocation Bond Fund, GMO Benchmark-
Free Allocation Fund, GMO Benchmark-Free Fund, GMO
Climate Change Fund, GMO Core Plus Bond 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
Opportunistic Income Fund, GMO Quality Fund, GMO
Resources Fund, GMO Risk Premium Fund, GMO SGM
Major Markets Fund, GMO Special Opportunities Fund,
GMO Strategic Opportunities Allocation Fund, GMO
Tax-Managed International Equities Fund, GMO U.S.
Equity Fund, and GMO U.S. Treasury Fund

For the period May 1, 2019 (commencement of
operations) through February 29,  2020
GMO Alternative Allocation Fund

For the period July 2, 2019 (commencement of
operations) through February 29, 2020
GMO U.S. Small Cap Value Fund


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 29,2020



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 24, 2020