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    ROPES & GRAY

    PRUDENTIAL TOWER

    800 BOYLSTON STREET

    BOSTON, MA 02199-3600

    WWW.ROPESGRAY.COM

    James M. Forbes

    T +1 617 235 4765

    james.forbes@ropesgray.com

February 3, 2023

VIA EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn:    Mr. Jeffrey Foor

  Re:
  GMO
Trust (File Nos. 002-98772 and 811-04347) (the “Registrant”)

Ladies and Gentlemen:

On January 17, 2023, Jeffrey Foor (the “Staff
Reviewer”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided
oral comments to James Forbes of Ropes & Gray LLP, counsel to the Registrant, regarding (i) Amendment No. 273 and
under the Investment Company Act of 1940, as amended (the “Investment Company Act”), to the Registrant’s registration
statement on Form N-1A (the “Registration Statement”) relating to GMO Resource Transition Fund (“RTF”) and
GMO U.S. Opportunistic Value Fund (“USOVF”), each a series of the Registrant (each, a “Fund,” and collectively,
the “Funds”), and filed with the Commission on November 28, 2022 (the “Amendment No. 273”); and (ii) Post-Effective
Amendment No. 225 under the Securities Act of 1933, as amended (the “Securities Act”), and Amendment No. 274 under
the Investment Company Act to the Registration Statement relating the Funds and filed with the Commission on November 28, 2022 (“Amendment
No. 225/274”). These responses will be reflected in Post-Effective Amendment No. 226 under the Securities Act and Amendment
No. 275 under the Investment Company Act to the Registration Statement, to be filed with the Commission on or around February 11,
2023 (the “485(b) Amendment”). Defined terms used but not defined herein shall have the meanings given to them in the
485(b) Amendment.

 1. Comment: The Staff notes that the Registrant
                                            filed Amendment No. 273 (relating to the private placement of the Funds’ shares)
                                            concurrently with Amendment No. 225/274 (relating to the public offering of the Funds’
                                            shares). Please supplementally explain the circumstances of the Funds’ private placement,
                                            including the terms applicable to any purchases pursuant to the private placement (e.g.,
                                            the share classes available for purchase). Please include analysis as to why the Funds’
                                            private placement should not be integrated with the Funds’ public offering. Please
                                            also supplementally explain (i) why the Funds’ private placement will not result
                                            in any harm to investors in the Funds’ public offering and (ii) why the Funds’
                                            public offering will not result in any harm to investors in the Funds’ private placement.

Response: The Registrant filed
Amendment No. 273 to effect the registration of the Funds under the 1940 Act and to facilitate the private placement of the Funds’
shares with investors eligible to purchase shares in the private placement. As stated in the private placement memorandum filed with
Amendment No. 273 (the “PPM”), the shares offered through the Funds’ private placement are available for purchase
only by other series of the Registrant (“GMO Funds”) and certain other accredited investors (as defined in Regulation D under
the Securities Act). The PPM includes information about Classes III, IV, V, VI, R6 and I of each Fund, and each share class is available
for purchase subject to the eligibility criteria set forth in the PPM. To date, no shares of RTF and only Class VI shares of USOVF
(the share class with the highest minimum initial investment amount) have been purchased in the private placement. The Registrant filed
Amendment No. 225/274 to register the Funds’ shares under the Securities Act in connection with an anticipated public offering
of the Funds’ shares following the effectiveness of the Funds’ registration statement under the Securities Act. This filing
was intended to commence the process of making the Funds’ shares available to a broader universe of potential investors.

Securities and Exchange Commission - 2 - February 3, 2023

The Registrant notes that there are
multiple bases for its conclusion that each Fund’s anticipated public offering should not be integrated with the Fund’s private
placement. Rule 152(b) under the Securities Act provides non-exclusive safe harbors from integration of registered and exempt
offerings. One of those safe harbors is set forth in Rule 152(b)(3)(i), which provides that an offering for which a registration
statement under the Securities Act has been filed will not be integrated “if it is made subsequent to . . . a terminated or completed
offering for which general solicitation is not permitted.” Rule 152(c) states that, for purposes of Rule 152, an
offering of securities will be deemed to commence “at the time of the first offer of securities in the offering by the issuer or
its agents.” The Registrant notes that the Funds’ registration statement under the Securities Act is not yet effective, and
the Funds’ shares have not yet been offered through a public offering. In this regard, the Registrant notes that the Funds’
prospectus and statement of additional information included in Amendment No. 225/274 contain “red herring” legends,
which specifically provide that those documents do not constitute an offer to sell the Funds’ shares. The Registrant expects the
Funds’ shares to first be offered in a public offering (and, therefore, for the public offering to “commence” for purposes
of Rule 152) following the effectiveness of the Funds’ registration statement under the Securities Act, which is currently
anticipated to occur on February 11, 2023. The Registrant confirms that the private placement of the Funds’ shares (which
is made in reliance on Rule 506(b) under the Securities Act, an exemption from registration pursuant to which general solicitation
is not permitted) will terminate before the commencement of the Funds’ public offering. The Registrant therefore believes that
the Funds’ public offering qualifies for the safe harbor from integration in Rule 152(b)(3)(i), as it will commence subsequent
to the termination or completion of the private placement.

Securities and Exchange Commission - 3 - February 3, 2023

The Registrant further notes that,
independent of the availability of the Rule 152(b)(3)(i) safe harbor, each Fund’s anticipated public offering also should
not be integrated with the Fund’s private placement pursuant to Rule 152(a) under the Securities Act. Rule 152(a) provides
a general principle of integration that applies in the event that no safe harbor under Rule 152(b) applies. Pursuant to Rule 152(a),
in determining whether two or more offerings are to be treated as one for the purpose of registration or qualifying for an exemption
from registration under the Securities Act, offers and sales will not be integrated if, based on the particular facts and circumstances,
the issuer can establish that each offering either complies with the registration requirements of the Securities Act, or that an exemption
from registration is available for the particular offering.

The Registrant notes that, under Rule 152(a)(1),
for an exempt offering prohibiting general solicitation (such as the Funds’ private placement in reliance on Rule 506(b)),
the issuer must have a reasonable belief, based on the facts and circumstances, with respect to each purchaser in the exempt offering
prohibiting general solicitation, that the issuer (or any person acting on the issuer's behalf) either:

(i) Did not
solicit such purchaser through the use of general solicitation; or

(ii) Established a substantive relationship
with such purchaser prior to the commencement of the exempt offering prohibiting general solicitation

In the adopting release for Rule 152,
the Commission confirmed that, “an offer of the issuer’s securities to a person with whom the issuer, or a person acting
on its behalf, has a pre-existing substantive relationship would not constitute a general solicitation, so long as the relationship was
established prior to the commencement of the offering.”1 The Commission also clarified that, “[i]nvestors with
whom the issuer has a pre-existing substantive relationship may include the issuer’s existing or prior investors, investors in
prior deals of the issuer’s management, or friends or family of the issuer’s control persons.”2

The Registrant believes that, consistent
with Rule 152(a), each offering of each Fund’s shares either complies with the registration requirements of the Securities
Act or qualifies for an exemption from registration. The Registrant believes that each Fund’s public offering, when it commences,
will comply with the registration requirements of the Securities Act. As noted above, the Registrant also believes that an exemption
from registration is available for each Fund’s private placement pursuant to Rule 506(b) under the Securities Act, which
deems offers and sales of securities in compliance with its conditions to be transactions not involving a public offering within the
meaning of section 4(2) of the Securities Act. The Registrant believes that it has fully complied with the requirements of Rule 506(b) under
the Securities Act, including with respect to limitations on the number of purchasers, requirements relating to the nature of purchases,
information required to be furnished about the Funds, prohibitions on general solicitation and advertising, and limitations on resale.
As stated above, no investors have purchased RTF shares in reliance on the private placement to date. There have been five purchasers
of Class VI shares of USOVF in reliance on the private offering, three of which are other GMO Trust mutual funds, one of which has
been a discretionary institutional client of Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) since 2015 with current
assets of more than $225 million, and the last of which is an institutional investor with a pre-existing $60 million+ investment in another
GMO Trust fund prior to its investment in USOVF. The Registrant believes that Amendment No. 273 complies with applicable requirements
under Rule 502 under the Securities Act and the provisions of Form N-1A applicable to registration statements filed only under
the 1940 Act. The Registrant notes that it has not conducted any form of general solicitation or general advertising in connection with
the private placement and believes that each purchaser in the private placement became interested in investing in the Funds by virtue
of its pre-existing relationship with GMO and not as a result of the Funds’ anticipated public offering. The Registrant further
notes that, as stated in the PPM, shares acquired through the private placement may not be transferred or sold unless registered under
the Securities Act or sold in transactions exempt from the Securities Act.

1
Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets,
SEC Release Nos. 33-10884; 34-90300; IC-34082 (November 2, 2020).

2
Id.

Securities and Exchange Commission - 4 - February 3, 2023

The Registrant therefore believes that
an exemption from registration is available for each Fund’s private placement under Rule 506(b) and, accordingly, that
each Fund’s anticipated public offering of shares should not be integrated with the Fund’s private placement consistent with
Rule 152(a).

The Registrant does not believe that
either Fund’s private placement will result in any harm to investors in the Fund’s public offering or that either Fund’s
anticipated public offering will result in any harm to investors in the Fund’s private placement. The Registrant notes that each
Fund’s anticipated public offering, once it commences, will offer the same share classes on the same terms as are currently available
through the private placement, other than with respect to the additional eligibility requirements applicable to investors in the private
placement. The Registrant notes that the only other substantive difference between each Fund’s private placement and anticipated
public offering is that investors in the private placement (which has already commenced) are able to acquire the Fund’s shares
sooner than investors in the Fund’s public offering (which will commence only upon the effectiveness of the Fund’s registration
statement under the Securities Act).

 2. Comment: The Staff notes that the same
                                            entity (Funds Distributor, LLC (“FD”)) serves as placement agent with respect
                                            to the Funds’ private placement and distributor with respect to the Funds’ public
                                            offering. Please confirm supplementally that such arrangements are consistent with any applicable
                                            requirements promulgated by the Financial Industry Regulatory Authority (“FINRA”).

Response: The Registrant is
not aware of any conflict between the arrangements described above and applicable FINRA requirements. The Registrant notes that FD serves
as placement agent with respect to each Fund’s private placement and will serve as distributor with respect to each Fund’s
anticipated public offering pursuant to separate written contacts and that each such contract requires FD to provide services tailored
to the relevant offering. As noted above, the Fund’s private placement and public offering will not take place concurrently; rather,
the public offering will commence subsequent to the termination or completion of the private placement.

Securities and Exchange Commission - 5 - February 3, 2023

 3. Comment: The Staff notes that there
                                            is no disclosure in the PPM regarding the Funds’ concurrent public offering pursuant
                                            to the Securities Act. Please add disclosure to the PPM regarding the concurrent public offering
                                            or explain supplementally why such disclosure is not applicable.

Response: The Registrant notes
that it is not conducting a concurrent private placement and public offering of the Fund’s shares, as any public offering of the
Fund’s shares will commence subsequent to the termination or completion of the private offering. While no further offers or sales
of the Fund’s shares under the PPM are anticipated at this time, to the extent the Registrant makes any additional offers or sales
under the PPM it will revise or supplement the PPM to state that the Registrant expects to conduct a public offering of the Fund’s
shares following the completion of the private placement.

 4. Comment: If shares of a Fund have been
                                            acquired through the Fund’s private placement prior to the effectiveness of the Fund’s
                                            public offering, please include audited financial statements in the Registration Statement.

Response: The Registrant notes
that Item 27(a) of Form N-1A requires a registration statement to include the “financial statements and schedules required
by Regulation S-X” and that Rule 3-18(a) of Regulation S-X requires the following audited financial statements to be
included in registration statement filings by registered management investment companies: “(1) An audited balance sheet or
statement of assets and liabilities as of the end of the most recent fiscal year; (2) An audited statement of operations
for the most recent fiscal year conforming to the requirements of § 210.6-07; (3) An audited statement of cash flows
for the most recent