EXHIBIT (M)(6)(I)

               SECOND AMENDMENT TO FUNDS TRADING AGREEMENT BETWEEN
          FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.,
                 INVESTORS BANK & TRUST COMPANY, GRANTHAM, MAYO,
                      VAN OTTERLOO & CO. LLC, AND GMO TRUST

     THIS AMENDMENT, dated as of the first day of April, 2003, by and between
Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"), Investors
Bank & Trust Company ("Transfer Agent"), Grantham, Mayo, Van Otterloo & Co. LLC
("GMO"), and GMO Trust, a Massachusetts Business Trust, on behalf of each fund
listed on Exhibit A, severally and not jointly (individually, the "Fund" and
collectively, the "Funds).

                                   WITNESSETH:

     WHEREAS, FIIOC Transfer Agent, GMO and GMO Trust heretofore entered into an
agreement dated July 1, 2001, as amended (the "Agreement") with regard to
certain employee benefit plans for which FIIOC performs administrative and
recordkeeping services (individually a "Plan", collectively the "Plans"); and

     WHEREAS, FIIOC, Transfer Agent, GMO and GMO Trust desire to amend the
Agreement in accordance with the provisions of Section 19 thereof.

     NOW THEREFORE, in consideration of the above premises, FIIOC, Transfer
Agent, GMO and GMO Trust hereby amend the Agreement as follows:

          Restating Exhibit "A" in its entirety, as attached hereto.

          Restating Exhibit "D", in its entirety as attached hereto.

     IN WITNESS WHEREOF, FIIOC, Transfer Agent, GMO and GMO Trust have caused
this Amendment to be executed by their duly authorized officers effective as of
the day and year first above written.

INVESTORS BANK & TRUST COMPANY          FIDELITY INVESTMENTS INSTITUTIONAL
                                        OPERATIONS COMPANY, INC.


By: /S/ Sheila McClorey                 By: /S/ Rebecca Hays
    ---------------------------------       ------------------------------------
Name:  Sheila McClorey                  Name: Rebecca Hays
Title: Senior Director                  Title: Director, FIIOC Authorized
                                               Signatory
Date: March 31, 2005                    Date: March 28, 2003



GRANTHAM MAYO VAN OTTERLOO & CO. LLC    GMO TRUST, ON BEHALF OF EACH FUND ON
                                        EXHIBIT A, SEVERALLY AND NOT JOINTLY


By: /S/ William R. Royer                By: /S/ William R. Royer
    ---------------------------------       ------------------------------------
Name: William R. Royer                  Name: William R. Royer
Title: Partner, General Counsel         Title: Vice President
Date: 3/28/05                           Date: 3/28/03


                                    EXHIBIT A

                                      FUNDS

SECTION I:

FUND:            GMO U.S. Core Fund, Class III
TICKER SYMBOL:   GMCTX
CUSIP:           362007882

FUND:            GMO Emerging Country Debt Share Fund, Class III
TICKER SYMBOL:   GECDX
CUSIP:           362008641

SECTION II:

FUND:            GMO Growth Fund, Class M
TICKER SYMBOL:   GMGMX
CUSIP:           362008526


                                    EXHIBIT D

                                  COMPENSATION

          WITH REFERENCE TO THE FUNDS LISTED IN SECTION I OF EXHIBIT A, in
consideration of the services provided by FIIOC under this Agreement, no
compensation shall be paid.

          WITH REFERENCE TO THE FUNDS LISTED IN SECTION II OF EXHIBIT A, in
consideration of the services provided by FIIOC under this Agreement, Transfer
Agent shall pay to FIIOC an amount equal to 35 basis points (0.35%) per annum of
the average aggregate amount invested in the Funds through the Plans each
calendar month.

          The average aggregate amount invested through the Plans over a
calendar month shall be computed by totaling daily balances during the month and
dividing such total by the actual number of days in the month. FIIOC shall
calculate this payment at the end of each calendar month and shall forward an
invoice to Transfer Agent, along with such other supporting data as may be
reasonably requested by Transfer Agent. Transfer Agent shall make such payment
to FIIOC via wire transfer within 30 days of receipt of FIIOC's invoice.