AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST

GMO TRUST

      THIS AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
made at Boston, Massachusetts this 9th day of
March, 2016 hereby amends and restates in its
entirety the Amended and Restated Agreement and
Declaration of Trust of GMO Trust dated
September 10, 2009, as heretofore amended from
time to time.  This Amended and Restated
Agreement and Declaration of Trust shall be
effective upon filing with the Secretary of The
Commonwealth of Massachusetts:

WITNESSETH that

      WHEREAS the Trustees have agreed to
manage all property coming into their hands as
trustees of a Massachusetts business trust in
accordance with the provisions hereinafter set forth.

      NOW, THEREFORE, the Trustees hereby
direct that this Amended and Restated Agreement
and Declaration of Trust be filed with the Secretary
of The Commonwealth of Massachusetts and with
the City Clerk of the City of Boston and do hereby
declare that they will hold all cash, securities and
other assets, which they may from time to time
acquire in any manner as Trustees hereunder IN
TRUST to manage and dispose of the same upon
the following terms and conditions for the pro rata
benefit of the holders from time to time of Shares in
this Trust as hereinafter set forth.

ARTICLE I.

Name and Definitions

Section 1.	This Trust shall be known as GMO
Trust with its principal place of business at 40
Rowes Wharf, Boston, Massachusetts  02110, and
the Trustees shall conduct the business of the Trust
under that name or any other name as they may
from time to time determine. The address of each
Trustee is c/o GMO Trust, 40 Rowes Wharf,
Boston, Massachusetts 02110.

Section 2.	Definitions.  Whenever used herein,
unless otherwise required by the context or
specifically provided:

(a)	"Trust" refers to the Massachusetts business
trust established by this Amended and Restated
Agreement and Declaration of Trust, as amended
from time to time;

(b)	"Trustees" refers to the Trustees of the Trust
named in Article IV hereof or elected in accordance
with such Article;

(c)	"Shares" means the equal proportionate
units of interest into which the beneficial interest in
the Trust or in the Trust property belonging to any
Series of the Trust (or in the property belonging to
any Series allocable to any Class of that Series) (as
the context may require) shall be divided from time
to time;

(d)	"Shareholder" means a record owner of
Shares;

(e)	"1940 Act" refers to the Investment
Company Act of 1940 and the Rules and
Regulations thereunder, all as amended from time to
time;

(f)	The terms "Commission" and "principal
underwriter" shall have the meanings given to them
in the 1940 Act;

(g)	"Declaration of Trust" shall mean this
Agreement and Declaration of Trust, as amended or
restated from time to time;

(h)	"By-Laws" shall mean the By-Laws of the
Trust as amended from time to time;

(i)	"Series Company" refers to the form of
registered open-end investment company described
in Section 18(f)(2) of the 1940 Act or in any
successor statutory provision;

(j)	"Series" refers to Series of Shares
established and designated under or in accordance
with the provisions of Article III; and

(k)	"Class" refers to any Class of Shares
established and designated under or in accordance
with the provisions of Article III.  The Shares of
any Class shall represent a subset of Shares of a
Series, and together with all other Classes of the
same Series, shall constitute all Shares of that
Series.



ARTICLE II.

Purpose of Trust

      The purpose of the Trust is to provide
investors a managed investment primarily in
securities (including options), debt instruments,
commodities, commodity contracts and options
thereon.

ARTICLE III.

Shares

Section 1.	Division of Beneficial Interest.  The
beneficial interest in the Trust shall at all times be
divided into an unlimited number of transferable
Shares, without par value.  Subject to the provisions
of Section 6 of this Article III, each Share shall
have voting rights as provided in Article V hereof,
and holders of the Shares of any Series or Class
shall be entitled to receive dividends, when and as
declared with respect thereto in the manner
provided in Article VI, Section 1 hereof.  No Share
shall have any priority or preference over any other
Share of the same Series and Class with respect to
dividends or distributions upon termination of the
Trust or of such Series or Class made pursuant to
Article VIII, Section 4 hereof.  All dividends and
distributions shall be made ratably among all
Shareholders of a particular Series or Class from the
assets belonging to such Series (or, in the case of a
Class, allocable to such Class) according to the
number of Shares of such Series or Class held of
record by such Shareholders on the record date for
any dividend or on the date of termination, as the
case may be.  Shareholders shall have no
preemptive or other right to subscribe to any
additional Shares or other securities issued by the
Trust.  The Trust may from time to time divide or
combine the Shares of any particular Series or Class
into a greater or lesser number of Shares of that
Series or Class without thereby changing the
proportionate beneficial interest of the Shares of
that Series or Class in the assets belonging to that
Series (or, in the case of a Class, allocable to such
Class) in any way affecting the rights of Shares of
any other Series or Class.

Section 2.	Ownership of Shares.  The
ownership of Shares shall be recorded on the books
of the Trust or a transfer or similar agent for the
Trust, which books shall be maintained separately
for the Shares of each Series and Class.  No
certificates certifying the ownership of Shares shall
be issued except as the Trustees may otherwise
determine from time to time.  The Trustees may
make such rules as they consider appropriate for the
transfer of Shares of each Series and Class and
similar matters.  The record books of the Trust as
kept by the Trust or any transfer or similar agent, as
the case may be, shall be conclusive as to who are
the Shareholders of each Series and Class and as to
the number of Shares of each Series and Class held
from time to time by each.

Section 3.	Investments in the Trust.  The
Trustees shall accept investments in the Trust from
such persons and on such terms and for such
consideration as they from time to time authorize.

Section 4.	Status of Shares and Limitation of
Personal Liability.  Shares shall be deemed to be
personal property giving Shareholders only the
rights provided in this Declaration of Trust.  Among
the rights Shareholders shall not have unless
expressly provided by the By-Laws or expressly
provided by law and not permitted to be waived are
rights to:  (i) enforce contractual claims of the Trust
or any Series, (ii) assert claims against the Trust or
any Series or its Trustees, Officers or service
providers, (iii) assert derivative claims on behalf of
the Trust or any Series or involving any alleged
harm to the Trust or any Series, or (iv) bring a claim
on behalf of any other shareholder.  Every
Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented
and agreed to the terms hereof and to have become
a party hereto.
The death of a Shareholder during the continuance
of the Trust shall not operate to terminate the same
nor entitle the representative of any deceased
Shareholder to an accounting or to take any action
in court or elsewhere against the Trust or the
Trustees, but entitles such representative only to the
rights of said deceased Shareholder under this Trust.
Ownership of Shares shall not entitle the
Shareholder to any title in or to the whole or any
part of the Trust property or right to call for a
partition or division of the same or for an
accounting, nor shall the ownership of Shares
constitute the Shareholders partners.
Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any
power to bind personally any Shareholders, nor
except as specifically provided herein to call upon
any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as
the Shareholder may at any time personally agree to
pay.
Section 5.	Power of Trustees to Change
Provisions Relating to Shares.  Notwithstanding any
other provisions of this Declaration of Trust and
without limiting the power of the Trustees to amend
the Declaration of Trust as provided elsewhere
herein, the Trustees shall have the power to amend
this Declaration of Trust, at any time and from time
to time, in such manner as the Trustees may
determine in their sole discretion, without the need
for Shareholder action, so as to add to, delete,
replace or otherwise modify any provisions relating
to the Shares contained in this Declaration of Trust
for the purpose of (i) responding to or complying
with any regulations, orders, rulings or
interpretations of any governmental agency or any
laws, now or hereafter applicable to the Trust, or (ii)
designating and establishing Series and Classes in
addition to the Series and Classes established in
Section 6 of this Article III; provided that before
adopting any such amendment without Shareholder
approval the Trustees shall determine that it is
consistent with the fair and equitable treatment of
all Shareholders.  The establishment and
designation of any Series or Class of Shares in
addition to the Series and Classes established and
designated in Section 6 of this Article III shall be
effective upon the execution by a majority of the
then Trustees of an amendment to this Declaration
of Trust, taking the form of a complete restatement
or otherwise, setting forth such establishment and
designation and the relative rights and preferences
of such Series or Class, as the case may be, or as
otherwise provided in such instrument.

      Without limiting the generality of the
foregoing, the Trustees may, for the above-stated
purposes, amend the Declaration of Trust to:

(a)	create one or more Series or Classes of
Shares (in addition to any Series or Classes already
existing or otherwise) with such rights and
preferences and such eligibility requirements for
investment therein as the Trustees shall determine
and reclassify any or all outstanding Shares as
shares of particular Series or Classes in accordance
with such eligibility requirements;

(b)	amend any of the provisions set forth in
paragraphs (a) through (j) of Section 6 of this
Article III;

(c)	combine one or more Series or Classes of
Shares into a single Series or Class on such terms
and conditions as the Trustees shall determine;

(d)	change or eliminate any eligibility
requirements for investment in Shares of any Series
or Class, including without limitation the power to
provide for the issue of Shares of any Series or
Class in connection with any merger or
consolidation of the Trust with another trust or
company or any acquisition by the Trust of part or
all of the assets of another trust or company;

(e)	change the designation of any Series or
Class of Shares;

(f)	change the method of allocating dividends
among the various Series and Classes of Shares;

(g)	allocate any specific assets or liabilities of
the Trust or any specific items of income or expense
of the Trust to one or more Series or Classes of
Shares; and

(h)	specifically allocate assets to any or all
Series or Classes of Shares or create one or more
additional Series or Classes of Shares which are
preferred over all other Series or Classes of Shares
in respect of assets specifically allocated thereto or
any dividends paid by the Trust with respect to any
net income, however determined, earned from the
investment and reinvestment of any assets so
allocated or otherwise and provide for any special
voting or other rights with respect to such Series or
Classes.

Section 6.	Establishment and Designation of
Series.  Without limiting the authority of the
Trustees set forth in Section 5, inter alia, to
establish and designate any further Series or Classes
or to modify the rights and preferences of any
Series, each Series set forth on Schedule 3.6 hereto
(as may be amended from time to time by the
Trustees) shall be, and are hereby, established and
designated.  In addition, with respect to each such
Series, the Class I Shares, Class II Shares, Class III
Shares, Class IV Shares, Class V Shares, Class VI
Shares, Class VII Shares, Class VIII Shares and
Class M Shares which each such Series may issue
from time to time, shall be, and are hereby,
established and designated, which Classes shall
have the respective rights and preferences as are set
forth in Exhibit 3.6 attached hereto as it may be
amended from time to time by the Board of
Trustees.
Shares of each Series (or Class, as the case may be)
established in this Section 6 shall have the
following relative rights and preferences:

(a)	Assets belonging to Series.  All
consideration received by the Trust for the issue or
sale of Shares of a particular Series, together with
all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and
proceeds thereof from whatever source derived,
including, without limitation, any proceeds derived
from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to that Series
for all purposes, subject only to the rights of
creditors, and shall be so recorded upon the books
of account of the Trust.  Such consideration, assets,
income, earnings, profits and proceeds thereof, from
whatever source derived, including, without
limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment
of such proceeds, in whatever form the same may
be, are herein referred to as "assets belonging to"
that Series.  The right to bring, permit or maintain
any action, proceeding or claim on behalf of the
Trust or any Series is not an "asset belonging to"
any Series, and the exclusive power to exercise this
right is vested in the Trustees;  provided, however,
that nothing in this sentence shall restrict the
treatment of the proceeds of an action, proceeding
or claim on behalf of a Series as an "asset belonging
to" that Series.  In the event that there are any
assets, income, earnings, profits and proceeds
thereof, funds or payments which are not readily
identifiable as belonging to any particular Series
(collectively "General Assets"), the Trustees shall
allocate such General Assets to, between or among
any one or more of the Series established and
designated from time to time in such manner and on
such basis as they, in their sole discretion, deem fair
and equitable, and any General Asset so allocated to
a particular Series shall belong to that Series.  Each
such allocation by the Trustees shall be conclusive
and binding upon the Shareholders of all Series for
all purposes.

(b)	Liabilities Belonging to Series.  The assets
belonging to each particular Series shall be charged
solely with the liabilities of the Trust in respect to
that Series, expenses, costs, charges and reserves
attributable to that Series, and any general liabilities
of the Trust which are not readily identifiable as
belonging to any particular Series but which are
allocated and charged by the Trustees to and among
any one or more of the Series established and
designated from time to time in a manner and on
such basis as the Trustees in their sole discretion
deem fair and equitable.  The liabilities, expenses,
costs, charges, and reserves so charged to a Series
are herein referred to as "liabilities belonging to"
that Series.  Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be
conclusive and binding upon the holders of all
Series for all purposes.

(c)	Dividends, Distributions, Redemptions, and
Repurchases.  Notwithstanding any other provisions
of this Declaration, including, without limitation,
Article VI, no dividend or distribution (including,
without limitation, any distribution paid upon
termination of the Trust or of any Series or Class)
with respect to, nor any redemption or repurchase
of, the Shares of any Series shall be effected by the
Trust other than from the assets belonging to such
Series, nor shall any Shareholder of any particular
Series otherwise have any right or claim against the
assets belonging to any other Series except to the
extent that such Shareholder has such a right or
claim hereunder as a Shareholder of such other
Series.

(d)	Voting.  Notwithstanding any of the other
provisions of this Declaration, including, without
limitation, Section 1 of Article V, the Shareholders
of any particular Series or Class shall not be entitled
to vote on any matters as to which such Series or
Class is not affected except as otherwise required by
the 1940 Act or other applicable law.  On any
matter submitted to a vote of Shareholders, all
Shares of the Trust then entitled to vote shall be
voted by individual Series, unless otherwise
required by the 1940 Act or other applicable law.

(e)	Equality.  All the Shares of each particular
Class of a Series shall represent an equal
proportionate interest in the assets allocable to that
Class, and each Share of any particular Series shall
be equal to each other Share of that Series (subject
to the liabilities allocated to each Class of that
Series).

(f)	Fractions.  Any fractional Share of a Series
or Class shall carry proportionately all the rights
and obligations of a whole share of that Series or
Class, including rights with respect to voting,
receipt of dividends and distributions, redemption
of Shares and termination of the Trust.

(g)	Exchange Privilege.  The Trustees shall
have the authority to provide that the holders of
Shares of any Series or Class shall have the right to
exchange said Shares for Shares of one or more
other Series or Class of Shares in accordance with
such requirements and procedures as may be
established by the Trustees.

(h)	Combination of Series or Classes.  The
Trustees shall have the authority, without the
approval of the Shareholders of any Series or Class
unless otherwise required by applicable law, to
combine the assets and liabilities belonging to any
two or more Series (or the assets allocable to any
two or more Classes) into assets and liabilities
belonging (or allocable) to a single Series (or
Class).

(i)	Elimination of Series or Classes.  At any
time that there are no Shares outstanding of any
particular Series or Class previously established and
designated, the Trustees may amend this
Declaration of Trust to abolish that Series or Class
and to rescind the establishment and designation
thereof, such amendment to be effected in the
manner provided in Section 5 of this Article III.

(j)	Assets and Liabilities Allocable to a Class.
The assets and liabilities belonging to a Series shall
be proportionately allocated among all the Classes
of that Series according to the percentage of net
assets allocated to each particular Class.  For
purposes of determining the assets and liabilities
belonging to a Series that are allocable to a Class of
that Series, subject to the provisions of paragraph
(g) of Section 5 of this Article III, expenses shall be
accrued as set forth in Exhibit 3.6 attached hereto.

Section 7.	Indemnification of Shareholders.  In
case any Shareholder or former Shareholder shall be
held to be personally liable solely by reason of his
or her being or having been a Shareholder of the
Trust or of a particular Series and not because of his
or her acts or omissions or for some other reason,
the Shareholder or former Shareholder (or his or her
heirs, executors, administrators or other legal
representatives or in the case of a corporation or
other entity, its corporate or other general
successor) shall be entitled out of the assets of the
Series of which he is a Shareholder or former
Shareholder to be held harmless from and
indemnified against all loss and expense arising
from such liability.

Section 8.	No Preemptive Rights.  Shareholders
shall have no preemptive or other right to subscribe
to any additional Shares or other securities issued
by the Trust.

ARTICLE IV.

The Trustees

Section 1.	Election and Tenure.  The Trustees
may fix the number of vacancies arising from an
increase in the number of Trustees, or remove
Trustees with or without cause.  Each Trustee shall
serve during the continued lifetime of the Trust until
he dies, resigns or is removed, or if sooner, until the
next meeting of Shareholders called for the purpose
of electing Trustees and until the election and
qualification of his successor.  Any Trustee may
resign at any time by written instrument signed by
him and delivered to any officer of the Trust or to a
meeting of the Trustees.  Such resignation shall be
effective upon receipt unless specified to be
effective at some other time.  Except to the extent
expressly provided in a written agreement with the
Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any
period following his resignation or removal, or any
right to damages on account of such removal.  The
Shareholders may fix the number of Trustees and
elect Trustees at any meeting of Shareholders called
by the Trustees for that purpose.

Section 2.	Effect of Death, Resignation, etc. of
a Trustee.  The death, declination, resignation,
retirement, removal, or incapacity of the Trustees,
or any of them, shall not operate to annul the Trust
or to revoke any existing agency created pursuant to
the terms of this Declaration of Trust.

Section 3.	Powers.  Subject to the provisions of
this Declaration of Trust, the business of the Trust
shall be managed by the Trustees, and they shall
have all powers necessary or convenient to carry out
that responsibility including the power to engage in
securities transactions of all kinds on behalf of the
Trust and the exclusive power to bring, permit or
maintain any action, proceeding or claim on behalf
of the Trust or a Series.  Without limiting the
foregoing, the Trustees may adopt By-Laws not
inconsistent with this Declaration of Trust providing
for the regulation and management of the affairs of
the Trust and may amend and repeal them to the
extent that such By-Laws do not reserve that right
to the Shareholders; they may fill vacancies in or
remove from their number (including any vacancies
created by an increase in the number of Trustees);
they may remove from their number with or without
cause; they may elect and remove such officers and
appoint and terminate such agents as they consider
appropriate; they may appoint from their own
number and terminate one or more committees
consisting of two or more Trustees which may
exercise the powers and authority of the Trustees to
the extent that the Trustees determine; they may
employ one or more custodians of the assets of the
Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such
assets in a system or systems for the central
handling of securities or with a Federal Reserve
Bank, retain a transfer agent or a shareholder
servicing agent, or both, provide for the distribution
of Shares by the Trust, through one or more
principal underwriters or otherwise, set record dates
for the determination of Shareholders with respect
to various matters, and in general delegate such
authority as they consider desirable to any officer of
the Trust, to any committee of the Trustees and to
any agent or employee of the Trust or to any such
custodian or underwriter.

Without limiting the foregoing, the
Trustees shall have power and
authority:

(a)	To invest and reinvest cash, and to hold cash
uninvested;

(b)	To sell, exchange, lend, pledge, mortgage,
hypothecate, lease, or write options with respect to
or otherwise deal in any property rights relating to
any or all of the assets of the Trust;

(c)	To vote or give assent, or exercise any rights
of ownership, with respect to stock or other
securities or property; and to execute and deliver
proxies or powers of attorney to such person or
persons as the Trustees shall deem proper, granting
to such person or persons such power and discretion
with relation to securities or property as the
Trustees shall deem proper;

(d)	To exercise power and rights of subscription
or otherwise which in any manner arise out of
ownership of securities;

(e)	To hold any security or property in a form
not indicating any trust, whether in bearer,
unregistered or other negotiable form, or in its own
name or in the name of a custodian or subcustodian
or a nominee or nominees or otherwise;

(f)	To consent to or participate in any plan for
the reorganization, consolidation or merger of any
corporation or issuer of any security which is held
in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such
corporation or issuer; and to pay calls or
subscriptions with respect to any security held in the
Trust;

(g)	To join with other security holders in acting
through a committee, depositary, voting trustee or
otherwise, and in that connection to deposit any
security with, or transfer any security to, any such
committee, depositary or trustee, and to delegate to
them such power and authority with relation to any
security (whether or not so deposited or transferred)
as the Trustees shall deem proper and to agree to
pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or
trustee as the Trustees shall deem proper;

(h)	To compromise, arbitrate or otherwise adjust
claims in favor of or against the Trust or any matter
in controversy, including but not limited to claims
for taxes;

(i)	To enter into joint ventures, general or
limited partnerships and any other combinations or
associations;

(j)	To borrow funds or other property;

(k)	To endorse or guarantee the payment of any
notes or other obligations of any person; to make
contracts of guaranty or suretyship, or otherwise
assume liability for payment thereof;

(l)	To purchase and pay for entirely out of Trust
property such insurance as they may deem
necessary or appropriate for the conduct of the
business, including without limitation, insurance
policies insuring the assets of the Trust and payment
of distributions and principal on its portfolio
investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents,
investment advisers, principal underwriters, or
independent contractors of the Trust individually
against all claims and liabilities of every nature
arising by reason of holding being or having held
any such office or position, or by reason of any
action alleged to have been taken or omitted by any
such person as Trustee, officer, employee, agent,
investment adviser, principal underwriter, or
independent contractor, including any action taken
or omitted that may be determined to constitute
negligence, whether or not the Trust would have the
power to indemnify such person against liability;
and

(m)	To pay pensions as deemed appropriate by
the Trustees and to adopt, establish and carry out
pension, profit-sharing, share bonus, share
purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and
annuity contracts as a means of providing such
retirement and other benefits, for any or all of the
Trustees, officers, employees and agents of the
Trust.

      The Trustees shall not in any way be bound
or limited by any present or future law or custom in
regard to investments by Trustees.  The Trustees
shall not be required to obtain any court order to
deal with any assets of the Trust or take any other
action hereunder.

Section 4.	Payment of Expenses by the Trust.
The Trustees are authorized to pay or cause to be
paid out of the principal or income of the Trust, or
partly out of principal and partly out of income, as
they deem fair, all expenses, fees, charges, taxes
and liabilities incurred or arising in connection with
the Trust, or in connection with the management
thereof, including but not limited to, the Trustees'
compensation and such expenses and charges for
the services of the Trust's officers, employees,
investment adviser or manager, principal
underwriter, auditor, counsel, custodian, transfer
agent, shareholder servicing agent, and such other
agents or independent contractors and such other
expenses and charges as the Trustees may deem
necessary or proper to incur.

Section 5.	Payment of Expenses by
Shareholders.  The Trustees shall have the power, as
frequently as they may determine, to cause each
Shareholder, or each Shareholder of any particular
Series or Class, to pay directly, in advance or
arrears, for charges of the Trust's custodian or
transfer, shareholder servicing or similar agent, an
amount fixed from time to time by the Trustees, by
setting off such charges due from such Shareholder
from declared but unpaid dividends owed such
Shareholder and/or by reducing the number of
Shares in the account of such Shareholder by that
number of full and/or fractional Shares which
represents the outstanding amount of such charges
due from such Shareholder.

Section 6.	Ownership of Assets of the Trust.
Title to all of the assets of the Trust shall at all times
be considered as vested in the Trustees.

Section 7.	Advisory, Management and
Distribution Contracts.  Subject to such
requirements and restrictions as may be set forth in
the By-Laws, the Trustees may, at any time and
from time to time, contract for exclusive or
nonexclusive advisory and/or management services
for the Trust or for any Series with Grantham,
Mayo, Van Otterloo & Co. LLC (including any
limited liability company, provided that a majority
of the beneficial owners of Grantham, Mayo, Van
Otterloo & Co. LLC hold a majority of the equity
interest in such entity and substantially all business
of Grantham, Mayo, Van Otterloo & Co. LLC is
assigned thereto) or any other partnership,
corporation, trust, association or other organization
(the "Manager"); and any such contract may contain
such other terms as the Trustees may determine,
including, without limitation, authority for a
Manager to determine from time to time without
prior consultation with the Trustees what
investments shall be purchased, held, sold or
exchanged and what portion, if any, of the assets of
the Trust shall be held uninvested and to make
changes in the Trust's investments.  The Trustees
may also, at any time and from time to time,
contract with the Manager or any other partnership,
corporation, trust, association or other organization,
appointing it exclusive or nonexclusive distributor
or principal underwriter for the Shares, every such
contract to comply with such requirements and
restrictions as may be set forth in the By-Laws; and
any such contract may contain such other terms as
the Trustees may determine.  The Trustees may
clarify or interpret on behalf of the Trust provisions
of the contracts that it enters into pursuant to this
Article IV, Section 7 that are ambiguous, implicit or
missing.
The fact that:

      (i)	any of the Shareholders, Trustees or
officers of the Trust is a shareholder, director,
officer, partner, trustee, employee, manager,
adviser, principal underwriter, distributor or affiliate
or agent of or for any partnership, corporation, trust,
association, or other organization, or of or for any
parent or affiliate of any organization, with which
an advisory or management contract, or principal
underwriter's or distributor's contract, or transfer,
shareholder servicing or other agency contract may
have been or may hereafter be made, or that any
such organization, or any parent or affiliate thereof,
is a Shareholder or has an interest in the Trust, or
that

      (ii)	any corporation, trust, association or
other organization with which an advisory or
management contract or principal underwriter's or
distributor's contract, or transfer, shareholder
servicing or other agency contract may have been or
may hereafter be made also has an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder
servicing or other agency contract with one or more
other corporations, trusts, associations, or other
organizations, or has other business or interests,

shall not affect the validity of any such contract or
disqualify any Shareholder, Trustee or officer of the
Trust from voting upon or executing the same or
create any liability or accountability to the Trust or
its Shareholders.

ARTICLE V.

Shareholders' Voting Powers and Meetings

Section 1.	Voting Powers.  The Shareholders
shall have power to vote only (i) for the election of
Trustees as provided in Article IV, Section 1,
(ii) with respect to any amendment of this
Declaration of Trust to the extent and as provided in
Article VIII, Section 8, (iii) to the same extent as
the stockholders of a Massachusetts business
corporation as to whether or not a court action,
proceeding or claim should or should not be brought
or maintained derivatively or as a class action on
behalf of the Trust or the Shareholders, (iv) with
respect to the termination of the Trust or any Series
or Class to the extent and as provided in Article
VIII, Section 4, and (v) with respect to such
additional matters relating to the Trust as may be
required by this Declaration of Trust, the By-Laws
or any registration of the Trust with the
Commission (or any successor agency) or any state,
or as the Trustees may consider necessary or
desirable.  Each whole Share shall be entitled to one
vote as to any matter on which it is entitled to vote
and each fractional Share shall be entitled to a
proportionate fractional vote.  There shall be no
cumulative voting in the election of Trustees.
Shares may be voted in person or by proxy.  A
proxy with respect to Shares held in the name of
two or more persons shall be valid if executed by
any one of them unless at or prior to exercise of the
proxy the Trust receives a specific written notice to
the contrary from any one of them.  A proxy
purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden
of proving invalidity shall rest on the challenger.  At
any time when no Shares of a Series or Class are
outstanding the Trustees may exercise all rights of
Shareholders of that Series or Class with respect to
matters affecting that Series or Class and may with
respect to that Series or Class take any action
required by law, this Declaration of Trust or the By-
Laws to be taken by the Shareholders.

Section 2.	Voting Power and Meetings.
Meetings of the Shareholders may be called by the
Trustees for the purpose of electing Trustees as
provided in Article IV, Section 1 and for such other
purposes as may be prescribed by law, by this
Declaration of Trust or by the By-Laws.  Meetings
of the Shareholders may also be called by the
Trustees from time to time for the purpose of taking
action upon any other matter deemed by the
Trustees to be necessary or desirable.  A meeting of
Shareholders may be held at any place designated
by the Trustees.  Written notice of any meeting of
Shareholders shall be given or caused to be given
by the Trustees by mailing such notice at least
seven days before such meeting, postage prepaid,
stating the time and place of the meeting, to each
Shareholder at the Shareholder's address as it
appears on the records of the Trust.  Whenever
notice of a meeting is required to be given to a
Shareholder under this Declaration of Trust or the
By-Laws, a written waiver thereof, executed before
or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the
records of the meeting, shall be deemed equivalent
to such notice.

Section 3.	Quorum and Required Vote.  Except
when a larger quorum is required by law, by the By-
Laws or by this Declaration of Trust, 40% of the
Shares entitled to vote shall constitute a quorum at a
Shareholders' meeting.  When any one Series or
Class is to vote separately from any other Shares
which are to vote on the same matters as a separate
Series or Class, 40% of the Shares of each such
Series or Class entitled to vote shall constitute a
quorum at a Shareholder's meeting of that Series or
Class.  Any meeting of Shareholders may be
adjourned from time to time by a majority of the
votes property cast upon the question, whether or
not a quorum is present, and the meeting may be
held as adjourned within a reasonable time after the
date set for the original meeting without further
notice.  When a quorum is present at any meeting, a
majority of the Shares voted shall decide any
questions and a plurality shall elect a Trustee,
except when a larger vote is required by any
provision of this Declaration of Trust or the By-
Laws or by law.  If any question on which the
Shareholders are entitled to vote would adversely
affect the rights of any Series or Class of Shares, the
vote of a majority (or such larger vote as is required
as aforesaid) of the Shares of such Series or Class
which are entitled to vote, voting separately, shall
also be required to decide such question.

Section 4.	Action by Written Consent.  Any
action taken by Shareholders may be taken without
a meeting if Shareholders holding a majority of the
Shares entitled to vote on the matter (or such larger
proportion thereof as shall be required by any
express provision of this Declaration of Trust or by
the By-Laws) and holding a majority (or such larger
proportion as aforesaid) of the Shares of any Series
or Class entitled to vote separately on the matter
consent to the action in writing and such written
consents are filed with the records of the meetings
of Shareholders.  Such consent shall be treated for
all purposes as a vote taken at a meeting of
Shareholders.

Section 5.	Record Dates.  For the purpose of
determining the Shareholders of any Series or Class
who are entitled to vote or act at any meeting or any
adjournment thereof, the Trustees may from time to
time fix a time, which shall be not more than 60
days before the date of any meeting of
Shareholders, as the record date for determining the
Shareholders of such Series or Class having the
right to notice of and to vote at such meeting and
any adjournment thereof, and in such case only
Shareholders of record on such record date shall
have such right, notwithstanding any transfer of
shares on the books of the Trust after the record
date.  For the purpose of determining the
Shareholders of any Series or Class who are entitled
to receive payment of any dividend or of any other
distribution, the Trustees may from time to time fix
a date, which shall be before the date for the
payment of such dividend or such other payment, as
the record date for determining the Shareholders of
such Series or Class having the right to receive such
dividend or distribution.  Without fixing a record
date the Trustees may for voting and/or distribution
purposes close the register or transfer books for one
or more Series or Class for all or any part of the
period between a record date and a meeting of
shareholders or the payment of a distribution.
Nothing in this section shall be construed as
precluding the Trustees from setting different record
dates for different Series or Classes.

Section 6.	Additional Provisions.  The By-Laws
may include further provisions for Shareholders'
votes and meetings and related matters.

ARTICLE VI.

Net Income, Distributions, Allocations, and
Redemptions and Repurchases

Section 1.	Distributions of Net Income.  The
Trustees shall each year, or more frequently if they
so determine in their sole discretion, distribute to
the Shareholders of each Series or Class, in shares
of that Series or Class, cash or otherwise, an amount
approximately equal to the net income attributable
to the assets belonging to such Series (or the assets
allocable to such Class) and may from time to time
distribute to the Shareholders of each Series or
Class, in shares of that Series, cash or otherwise,
such additional amounts, but only from the assets
belonging to such Series (or allocable to that Class),
as they may authorize; provided, however, that with
respect to GMO World Opportunity Overlay Fund
and any other Series for which it is determined,
prior to the time that any Shares of such Series are
outstanding, that the Series will elect to be treated
as a partnership for tax purposes, the Trustees shall
determine in their sole discretion the timing and
amount of any distributions to Shareholders of such
Series.  All dividends and distributions on Shares of
a particular Series or Class shall be distributed pro
rata to the holders of that Series or Class in
proportion to the number of Shares of that Series or
Class held by such holders and recorded on the
books of the Trust at the date and time of record
established for that payment or such dividend or
distributions.

The manner of determining net income, income,
asset values, capital gains, expenses, liabilities and
reserves of any Series or Class may from time to
time be altered as necessary or desirable in the
judgment of the Trustees to conform such manner
of determination to any other method prescribed or
permitted by applicable law.  Net income shall be
determined by the Trustees or by such person as
they may authorize at the times and in the manner
provided in the By-Laws.  Determinations of net
income of any Series or Class and determination of
income, asset value, capital gains, expenses, and
liabilities made by the Trustees, or by such person
as they may authorize, in good faith, shall be
binding on all parties concerned.  The foregoing
sentence shall not be construed to protect any
Trustee, officer or agent of the Trust against any
liability to the Trust or its security holders to which
he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of
his office.

If, for any reason, the net income of any Series or
Class determined at any time is a negative amount,
the pro rata share of such negative amount allocable
to each Shareholder of such Series or Class shall
constitute a liability of such Shareholder to that
Series or Class which shall be paid out of such
Shareholder's account at such times and in such
manner as the Trustees may from time to time
determine (x) out of the accrued dividend account
of such Shareholder, (y) by reducing the number of
Shares of that Series or Class in the account of such
Shareholder, or (z) otherwise.

Section 2.  Allocations.  In respect of any Series that
is treated as a partnership for federal income tax
purposes, the Trustees (or such other person
designated by the Trustees as having responsibility
for making tax determinations on behalf of the
Series) shall have authority to make special
allocations of income, gain, loss or deduction
among Shareholders upon  withdrawals or transfers
of shares as necessary to avoid mandatory basis
adjustments in the assets of the Series as required
by Internal Revenue Code of 1986, as amended (the
"Code"), section 743 or 734 that would otherwise
apply as a result of amendments to such Code
sections under The American Jobs Creation Act of
2004, enacted on October 22, 2004.

Section 3.  Redemptions and Repurchases.  The
Trust shall purchase such Shares as are offered by
any Shareholder for redemption, upon the
presentation of a proper instrument of transfer
together with a request directed to the Trust or a
person designated by the Trust that the Trust
purchase such Shares or in accordance with such
other procedures for redemption as the Trustees
may from time to time authorize; and the Trust will
pay therefor the net asset value thereof, as
determined in accordance with the By-Laws, next
determined.  Payment for said Shares shall be made
by the Trust to the Shareholder within seven days
after the date on which the request is made.  The
obligation set forth in this Section 2 is subject to the
provision that in the event that any time the New
York Stock Exchange is closed for other than
weekends or holidays, or if permitted by the rules of
the Commission during periods when trading on the
Exchange is restricted or during any emergency
which makes it impracticable for the Trust to
dispose of the investments of the applicable Series
or to determine fairly the value of the net assets
belonging to such Series (or net assets allocable to
such Class) or during any other period permitted by
order of the Commission for the protection of
investors, such obligations may be suspended or
postponed by the Trustees.  The Trust may also
purchase or repurchase Shares at a price not
exceeding the net asset value of such Shares in
effect when the purchase or repurchase or any
contract to purchase or repurchase is made.

      The redemption price may in any case or
cases be paid wholly or partly in kind if the Trustees
determine that such payment is advisable in the
interest of the remaining Shareholders of the Series
or Class the Shares of which are being redeemed.
In making any such payment wholly or partly in
kind, the Trust shall, so far as may be practicable,
deliver assets which approximate the diversification
of all of the assets belonging at the time to the
Series (or allocable to the Class) the Shares of
which are being redeemed.  Subject to the
foregoing, the fair value, selection and quantity of
securities or other property so paid or delivered as
all or part of the redemption price may be
determined by or under authority of the Trustees.  In
no case shall the Trust be liable for any delay of any
corporation or other person in transferring securities
selected for delivery as all or part of any payment in
kind.

      For avoidance of doubt, nothing in this
Section 3 shall preclude the Trust from purchasing
Shares of any Series or Class offered for redemption
at net asset value less any applicable redemption fee
as the Board may approve from time to time.


Section 4.  Redemptions at the Option of the Trust.
The Trust shall have the right at its option and at
any time to redeem Shares of any Shareholder at the
net asset value thereof as described in Section 1 of
this Article VI:  (i) if at such time such Shareholder
owns Shares of any Series or Class having an
aggregate net asset value of less than an amount
determined from time to time by the Trustees; or (ii)
to the extent that such Shareholder owns Shares
equal to or in excess of a percentage determined
from time to time by the Trustees of the outstanding
Shares of the Trust or of any Series or Class.
ARTICLE VII.

	Compensation and Limitation of Liability
of Trustees

Section 1.	Compensation.  The Trustees as such
shall be entitled to reasonable compensation from
the Trust; they may fix the amount of their
compensation.  Nothing herein shall in any way
prevent the employment of any Trustee for
advisory, management, legal, accounting,
investment banking or other services and payment
for the same by the Trust.

Section 2.	Limitation of Liability.  The Trustees
shall not be responsible or liable in any event for
any neglect or wrong-doing of any officer, agent,
employee, Manager or principal underwriter of the
Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee, but nothing
herein contained shall protect any Trustee against
any liability to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of his office.

Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever
issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection
with the Trust shall be conclusively deemed to have
been issued, executed or done only in or with
respect to their or his capacity as Trustees or
Trustee, and such Trustees or Trustee shall not be
personally liable thereon.

ARTICLE VIII.

Miscellaneous

Section 1.	Trustees, Shareholders, etc. Not
Personally Liable; Notice.  All persons extending
credit to, contracting with or having any claim
against the Trust or any Series or Class shall look
only to the assets of the Trust, or, to the extent that
the liability of the Trust may have been expressly
limited by contract to the assets of a particular
Series (or the assets allocable to a particular Class),
only to the assets belonging to the relevant Series
(or allocable to the relevant Class), for payment
under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the
Trust's officers, employees or agents, whether past,
present or future, shall be personally liable therefor.
Nothing in this Declaration of Trust shall protect
any Trustee against any liability to which such
Trustee would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of the office of Trustee.

      Every note, bond, contract, instrument,
certificate or undertaking made or issued on behalf
of the Trust by the Trustees, by any officers or
officer or otherwise shall give notice that this
Declaration of Trust is on file with the Secretary of
The Commonwealth of Massachusetts and shall
recite that the same was executed or made by or on
behalf of the Trust or by them as Trustee or
Trustees or as officers or officer or otherwise and
not individually and that the obligations of such
instrument are not binding upon any of them or the
shareholders individually but are binding only upon
the assets and property of the Trust or upon the
assets belonging to the Series (or allocable to the
Class) for the benefit of which the Trustees have
caused the note, bond, contract, instrument,
certificate or undertaking to be made, or issued, and
may contain such further recital as he or they may
deem appropriate, but the omission of any such
recital shall not operate to bind any Trustee or
Trustees or officers or officer or Shareholders or
any other person individually.

Section 2.	Trustee's Good Faith Action, Expert
Advice, No Bond or Surety.  The exercise by the
Trustees of their powers and discretions hereunder
shall be binding upon everyone interested.  A
Trustee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of
the office of Trustee, and for nothing else, and shall
not be liable for errors of judgment or mistakes of
fact or law.  The Trustees may take advice of
counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and shall
be under no liability for any act or omission in
accordance with such advice or for failing to follow
such advice.  The Trustees shall not be required to
give any bond as such, nor any surety if a bond is
required.

Section 3.	Liability of Third Persons Dealing
with Trustees.  No person dealing with the Trustees
shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by
the Trustees or to see to the application of any
payments made or property transferred to the Trust
or upon its order.

Section 4.	Termination of Trust or Series or
Class.  Unless terminated as provided herein, the
Trust shall continue without limitation of time.  The
Trust may be terminated at any time by vote of at
least 66-2/3% of the Shares of each Series entitled
to vote and voting separately by Series or by the
Trustees by written notice to the Shareholders.  Any
Series may be terminated at any time by vote of at
least 66-2/3% of the Shares of that Series or by the
Trustees by written notice to the Shareholders of
that Series.  Any Class may be separately
terminated at any time by vote of at least a majority
of the Shares of that Class present and voting on the
question (a quorum being present) or by the
Trustees by written notice to the Shareholders of
that Class.

      Upon termination of the Trust (or any Series
or Class, as the case may be), after paying or
otherwise providing for all charges, taxes, expenses
and liabilities belonging, severally, to each Series or
allocable to each Class (or the applicable Series or
Classes, as the case may be), whether due or
accrued or anticipated as may be determined by the
Trustees, the Trust shall in accordance with such
procedures as the Trustees consider appropriate
reduce the remaining assets belonging, severally, to
each Series or allocable to each Class (or the
applicable Series or Classes, as the case may be), to
distributable form in cash or shares or other
securities, or any combination thereof, and
distribute the proceeds belonging to each Series or
allocable to each Class (or the applicable Series or
Classes, as the case may be), to the Shareholders of
that Series or Class, as a Series or Class, ratably
according to the number of Shares of that Series or
Class held by the several Shareholders on the date
of termination.

Section 5.	Merger and Consolidation.  The
Trustees may cause the Trust to be merged into or
consolidated with another trust or company or its
shares exchanged under or pursuant to any state or
federal statute, if any, or otherwise to the extent
permitted by law, if such merger or consolidation or
share exchange has been authorized by vote of a
majority of the outstanding Shares; provided that in
all respects not governed by statute or applicable
law, the Trustees shall have power to prescribe the
procedure necessary or appropriate to accomplish a
sale of assets, merger or consolidation.

Section 6.	Filing of Copies, References,
Headings.  The original or a copy of this instrument
and of each amendment hereto shall be kept at the
office of the Trust where it may be inspected by any
Shareholder.  A copy of this instrument and of each
amendment hereto shall be filed by the Trust with
the Secretary of The Commonwealth of
Massachusetts and with any other governmental
office where such filing may from time to time be
required.  Anyone dealing with the Trust may rely
on a certificate by an officer of the Trust as to
whether or not any such amendments have been
made and as to any matters in connection with the
Trust hereunder; and, with the same effect as if it
were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument
or of any such amendments.  In this instrument and
in any such amendment, references to this
instrument, and all expressions like "herein",
"hereof" and "hereunder", shall be deemed to refer
to this instrument as amended or affected by any
such amendments.  Headings are placed herein for
convenience of reference only and shall not be
taken as a part hereof or control or affect the
meaning, construction or effect of this instrument.
This instrument may be executed in any number of
counterparts each of which shall be deemed an
original.

Section 7.	Applicable Law.  This Declaration of
Trust is made in The Commonwealth of
Massachusetts, and it is created under and is to be
governed by and construed and administered
according to the laws of said Commonwealth.  The
Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting
the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a
trust.

Section 8.	Amendments.  This Declaration of
Trust may be amended at any time by an instrument
in writing signed by a majority of the then Trustees
when authorized so to do by vote of a majority of
the Shares entitled to vote, except that amendments
described in Article III, Section 5 hereof or having
the purpose of changing the name of the Trust or of
supplying any omission, curing any ambiguity or
curing, correcting or supplementing any defective
or inconsistent provision contained herein shall not
require authorization by Shareholder vote.



IN WITNESS WHEREOF, the Trustees as
aforesaid do hereto set their hands this 9th day of
March 2016.



                                    /s/
Donald W. Glazer______________
						Donald
W. Glazer
						Trustee


                                    /s/ Paul
Braverman________________
                                    Paul
Braverman
                                    Trustee


                                    /s/
Peter Tufano__________________
                                    Peter
Tufano
						Trustee


                                    /s/
Joseph B. Kittredge, Jr. _________
      Joseph
B. Kittredge,
Jr.
      Trustee


	Exhibit
3.6 to
Declaration of
Trust



GMO TRUST

Plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940

Effective June 1, 1996
As Amended and Restated June 20, 2014

      This Plan (the "Plan") is adopted by GMO
Trust (the "Trust") pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the "Act") and
sets forth the general characteristics of, and the
general conditions under which the Trust may offer,
multiple classes of shares of its now existing and
hereafter created portfolios ("Funds").  This Plan
may be revised or amended from time to time as
provided below.
Class Designations
      Each Fund of the Trust may from time to
time issue one or more of the following classes of
shares:  Class I Shares, Class II Shares, Class III
Shares, Class IV Shares, Class V Shares, Class VI
Shares, Class VII Shares, Class VIII Shares, and
Class MF Shares.  Each of the classes of shares of
any Fund will represent interests in the same
portfolio of investments and, except as described
herein, shall have the same rights and obligations as
each other class.  Each class shall be subject to such
investment minimums and other conditions of
eligibility as are set forth in the Trust's prospectus
or statement of additional information as from time
to time in effect (the "Prospectus"). The Trust may
determine to modify such investment minimums
from time to time as set forth in the Prospectus from
time to time.
Class Eligibility
Eligibility Information for Class I, Class II, Class
III, Class IV, Class V, Class VI, Class VII and Class
VIII Shares:

      With certain exceptions described below,
eligibility for Class I, Class II, Class III, Class IV,
Class V, Class VI, Class VII and Class VIII Shares
is dependent upon the client meeting either (i) a
minimum "Total Fund Investment" requirement,
which includes only a client's total investment in a
particular Fund, or (ii) a minimum "Total GMO
Investment" requirement, which includes the
client's total investment with Grantham, Mayo, Van
Otterloo & Co. LLC ("GMO" or the "Manager"),
provided that clients who qualify for investment in
Class IV, Class V, Class VI, Class VII or Class VIII
shares of a particular Fund as a result of satisfying
the minimum Total GMO Investment requirement
may also be required to make a minimum
investment in such Fund, in such amount as is set
forth in the Prospectus from time to time.
      Determination of Total GMO Investments:
A client's Total GMO Investment will be
determined by GMO (i) at the time of the client's
initial investment, (ii) at the close of business on the
last business day of each calendar quarter, or (iii) on
such other dates as may be determined by GMO
(each a "Determination Date").
      A client's Total GMO Investment as of any
Determination Date will be determined as of such
Determination Date by reference to the criteria set
forth in the Prospectus (as amended from time to
time) and this Plan, provided that any changes to the
definition of Total GMO Investment must be
approved by the Trust's Board of Trustees and
provided further that, in the event that the terms of
this Plan and the Prospectus conflict, the provisions
of this Plan shall apply.  For the avoidance of doubt,
a determination as to aggregation of client accounts
does not constitute a change in the definition of
Total GMO Investment.
	Aggregation of Accounts.  GMO will make
all determinations as to aggregation of client
accounts for purposes of determining eligibility.
GMO may, in its sole discretion, determine that an
account is part of a larger client relationship with
GMO that includes other accounts managed by
GMO and its affiliates (including accounts managed
for affiliates of the client) and, accordingly, that the
account should be aggregated with those other
accounts for purposes of determining its eligibility
for a particular class of shares of a Fund.  When
making decisions regarding whether an account
should be aggregated with other accounts because
they are part of a larger client relationship, GMO
considers several factors, including, but not limited
to, whether:  the multiple accounts are for one or
more subsidiaries of the same parent company; the
multiple accounts have the same beneficial owner
regardless of the legal form of ownership; the
investment mandate is the same or substantially
similar across the relationship; the asset allocation
strategies are substantially similar across the
relationship; GMO reports to the same investment
board; the consultant is the same for the entire
relationship; GMO services the relationship through
a single GMO relationship manager; the
relationships have substantially similar reporting
requirements; and/or the relationship can be
serviced from a single geographic location.

      Commitments to Invest.  For purposes of
calculating a client's Total Fund Investment or
Total GMO Investment on a Determination Date,
GMO may determine to include assets which the
client has committed to deliver to GMO or its
affiliates for management over an agreed upon
period of time, but which have not been delivered as
of the Determination Date.
      Waiver of Eligibility Requirements.  The
Trust may waive eligibility requirements for certain
persons, accounts, or special situations (e.g., GMO
employees and their family members,  the Trustees
of the Trust, and other Funds of the Trust and other
accounts over which GMO has investment
discretion that invest in the Funds).
Eligibility Information for Class MF Shares:
	Investors that are retail mutual funds seeking
supplemental support services will be eligible to
purchase Class MF Shares.
Class Characteristics
Class I, Class II, Class III, Class IV, Class V, Class
VI, Class VII and Class VIII Shares:

      Shareholder Service Fees.  The sole
economic difference among the Class I, Class II,
Class III, Class IV, Class V, Class VI, Class VII and
Class VIII Shares is the level of shareholder service
fee ("Shareholder Service Fee") borne by the class
for client and shareholder service, reporting, and
other support provided to such class by GMO.  The
multiple class structure reflects the fact that, as the
size of the client relationship increases, the cost to
service that client decreases as a percentage of the
client's assets.  Thus, the Shareholder Service Fee
generally is lower for classes requiring greater
minimum investments.
	Conversion Features.  For Class I, Class
II, Class III, Class IV, Class V, Class VI, Class
VII and Class VIII Shares, GMO considers the
value of each client's Total Fund Investment and
Total GMO Investment on each Determination
Date.  Based on that determination, and subject
to the following, each client's shares of a Fund
eligible for conversion will be converted to the
class of shares of that Fund with the lowest
Shareholder Service Fee for which the client
satisfies all minimum investment requirements
(or, to the extent the client already holds shares
of that class, the client will remain in that class).
With respect to any Fund:
(i)	To the extent a client satisfies
all minimum investment
requirements for a class of
shares then being offered that
bears a lower Shareholder
Service Fee than the class
held by the client on the
Determination Date
(generally at the close of
business on the last business
day of each calendar quarter),
the client's shares eligible for
conversion will be
automatically converted to
that class within the period of
time following the
Determination Date specified
in the Prospectus in effect
from time to time.
(ii)	If a client no longer satisfies
all minimum investment
requirements for the class of
shares of a Fund held by the
client on the last
Determination Date of a
calendar year (generally at
the close of business on the
last business day of the
calendar year), except as
noted below, the Fund will
convert the client's shares to
the class it is then offering
bearing the lowest
Shareholder Service Fee for
which the client satisfies all
minimum investment
requirements (and which
class will typically bear a
higher Shareholder Service
Fee than the class then held
by the client).  If a client no
longer satisfies all minimum
investment requirements for
any class of shares of a Fund
as of the last Determination
Date of a calendar year, the
Fund will convert the client's
shares to the class of that
Fund then being offered
bearing the highest
Shareholder Service Fee.
Notwithstanding the
foregoing, a client's shares
will not be converted to a
class of shares bearing a
higher Shareholder Service
Fee without prior notification
by the Fund.  In addition, as
described in the Prospectus in
effect from time to time, if
the client makes an additional
investment and/or the value
of the client's shares
otherwise increases prior to
the end of the notice period
so as to satisfy all minimum
investment requirements for
the client's current class of
shares, the client will remain
in the class of shares then
held by the client.  Solely for
the purpose of determining
whether a client has satisfied
the minimum investment
requirements for a client's
current class of shares, the
value of the client's shares is
considered to be the greater
of (A) the value of the
client's shares on the relevant
Determination Date or (B)
the value of the client's
shares on the date that GMO
reassesses the value of the
client's account for the
purpose of sending notice of
a proposed conversion.  In
addition, if the client is not
able to make an additional
investment in a Fund solely
because the Fund is closed to
new investment or is capacity
constrained, the class of
shares then held by the client
will not be converted unless
the Manager approves
reopening the Fund to permit
the client to make an
additional investment.  Any
conversion of a client's
shares to a class of shares
bearing a higher Shareholder
Service Fee generally will
occur within the period of
time following the last
Determination Date of a
calendar year specified in the
Prospectus in effect from
time to time.
      Notwithstanding anything to the contrary in
clause (ii) above, if a client no longer satisfies all
minimum investment requirements for the class of
shares of a Fund held by the client as of any date,
the Fund at any time without notice may convert the
client's shares to the class it is then offering bearing
the lowest Shareholder Service Fee for which the
client satisfies all minimum investment
requirements (or, if the Fund has no such class, the
class of that Fund bearing the highest Shareholder
Service Fee) if:
?	The Manager believes the
client has engaged in an
abusive pattern of
investments and/or
redemptions (e.g., a large
investment just before a
Determination Date and a
redemption right after the
Determination Date); or
?	The client fails to meet the
applicable Total Fund
Investment or Total GMO
Investment minimums by
the time specified in the
client's commitment letter;
or
?	The total expense ratio
borne by client immediately
following the conversion is
equal to or less than the total
expense ratio borne by client
immediately prior to such
conversion (after giving
effect to any applicable fee
and expense waivers or
reimbursements).
      Shares of one class will always convert into
shares of another class on the basis of the relative
net asset value of the two classes, without the
imposition of any sales load, fee or other charge.
The conversion of a client's investment from one
class of shares to another is not a taxable event, and
will not result in the realization of gain or loss that
may exist in Fund shares held by the client.  The
client's tax basis in the new class of shares will
equal its basis in the old class before conversion.
The conversion of shares from one class to another
class of shares may be suspended if the opinion of
counsel obtained by the Fund that the conversion
does not constitute a taxable event under current
federal income tax law is no longer available.
	Special Rules for Shareholders of Accounts
Since May 31, 1996.  Certain special rules will be
applied by the Manager with respect to clients for
whom GMO managed assets prior to the creation of
multiple classes on May 31, 1996.  Any client that
has been a continuous shareholder of GMO Foreign
Fund or GMO International Intrinsic Value Fund
since May 31, 1996 (prior to the issuance of
multiple classes of shares) will be eligible
indefinitely to remain invested in Class III shares of
that Fund.
	Notwithstanding the foregoing special rules
applicable to clients owning shares of the Funds on
May 31, 1996, such clients shall always be eligible
to remain in and/or be converted to any class of
shares of the relevant Fund with a lower
Shareholder Service Fee which the client would be
eligible to purchase pursuant to the eligibility
requirements set forth elsewhere in this Plan or in
the Prospectus.
Class MF:
      Supplemental Support Fees.  Class MF
Shares are subject to a supplemental support fee
("Supplement Support Fee") for support (other than
personal services or services in connection with the
maintenance of shareholder accounts described in
the "Shareholder Service Fees" section above)
provided to the shareholders of Class MF Shares.
      Conversion Features.  Clients holding Class
MF Shares are not currently eligible to convert their
Class MF Shares to any other class of shares offered
by the Trust.
Allocations to Each Class
Expense Allocations:
      Shareholder Service Fees payable by the
Trust to the shareholder servicer of the Trust's
shares (the "Shareholder Servicer") shall be
allocated, to the extent practicable, on a class-by-
class basis, excluding Class MF Shares, which pay
no Shareholder Service Fees.  In addition, all
Supplemental Support Fees payable by the Trust to
the supplemental support provider (the "Support
Provider") in respect of its Class MF Shares shall be
allocated exclusively to Class MF Shares.  Subject
to the approval of the Trust's Board of Trustees,
including a majority of the independent Trustees,
the following "Class Expenses" may (if such
expense is properly assessable at the class level) in
the future be allocated on a class-by-class basis:  (a)
transfer agency costs attributable to each class, (b)
printing and postage expenses related to preparing
and distributing materials such as shareholder
reports, prospectuses and proxy statements to
current shareholders of a specific Class, (c) SEC
registration fees incurred with respect to a specific
class, (d) blue sky and foreign registration fees and
expenses incurred with respect to a specific class,
(e) the expenses of personnel and services required
to support shareholders of a specific class
(including, but not limited to, maintaining telephone
lines and personnel to answer shareholder inquiries
about their accounts or about the Trust), (f)
litigation and other legal expenses relating to a
specific class of shares, (g) Trustees' fees or
expenses incurred as a result of issues relating to a
specific class of shares, (h) accounting and
consulting expenses relating to a specific class of
shares, (i) any fees imposed pursuant to a non-Rule
12b-1 shareholder service or support plan that relate
to a specific class of shares, and (j) any additional
expenses, not including advisory or custodial fees or
other expenses related to the management of the
Trust's assets, if these expenses are actually
incurred in a different amount with respect to a
class, or if services are provided with respect to a
class, or if services are provided with respect to a
class that are of a different kind or to a different
degree than with respect to one or more other
classes.
      All expenses not now or hereafter
designated as Class Expenses ("Fund Expenses")
will be allocated to each class on the basis of the net
asset value of that class in relation to the net asset
value of the relevant Fund.
      However, notwithstanding the above, a Fund
may allocate all expenses other than Class Expenses
on the basis of any methodology permitted by Rule
18f-3(c) under the Act, provided, however, that
until such time as this Plan is amended with respect
to the Fund's allocation methodology, the Fund will
allocate all expenses other than Class Expenses on
the basis of relative net assets.

Waivers and Reimbursements:

      The Manager, the Shareholder Servicer, the
Funds' distributor, and the Support Provider may
choose to waive or reimburse Shareholder Service
Fees, Supplemental Support Fees, or any other
Class Expenses on a voluntary or temporary basis.
Income, Gain and Loss Allocations:
      Income and realized and unrealized capital
gains and losses shall be allocated to each class on
the basis of the net asset value of that class in
relation to the net asset value of the relevant Fund.
      Each Fund may allocate income and realized
and unrealized capital gains and losses to each share
based on any methodology permitted by Rule 18f-
3(c) under the Act, consistent with the provisions
set forth in "Expense Allocations" above.
Redemptions at the Option of the Trust
      Notwithstanding anything to the contrary in
this Plan, pursuant to Article VI, Section 4 of the
Trust's Amended and Restated Agreement and
Declaration of Trust, the Trust has the right to
redeem unilaterally any shareholder of the Trust (i)
if at such time such shareholder owns shares of any
Fund or class thereof having an aggregate net asset
value of less than an amount determined from time
to time by the Trustees or (ii) to the extent that such
shareholder owns shares equal to or in excess of a
percentage, determined from time to time by the
Trustees, of the outstanding shares of the Trust or of
any Fund or class thereof.
Dividends
      Dividends paid by the Trust with respect to
any class of shares, to the extent any dividends are
paid, will be calculated in the same manner, at the
same time and will be in the same amount, except
that any Shareholder Service Fee or Supplemental
Support Fee payments relating to a class of shares
will be borne exclusively by that class and, if
applicable, Class Expenses relating to a class shall
be borne exclusively by that class.
Voting Rights
      Each share of the Trust entitles the
shareholder of record to one vote.  Each class of
shares of the Trust will vote separately as a class on
matters for which class voting is required under
applicable law.
Amendments
      The Plan may be amended from time to time
in accordance with the provisions and requirements
of Rule 18f-3 under the Act.



Adopted this 20th day of June, 2014


By:/s/ Jason Harrison
    Name:	Jason Harrison
    Title:	Clerk




S
chedule 3.6 to Declaration of Trust

Series
GMO U.S. Equity Allocation Fund
GMO Quality Fund
GMO International Large/Mid Cap Equity Fund
GMO International Equity Fund
GMO Developed World Stock Fund
GMO Foreign Fund
GMO Foreign Small Companies Fund
GMO International Small Companies Fund
GMO Emerging Markets Fund
GMO Emerging Countries Fund
GMO Tax-Managed International Equities Fund
GMO Core Plus Bond Fund
GMO Currency Hedged International Bond Fund
GMO Global Bond Fund
GMO Emerging Country Debt Fund
GMO International Equity Allocation Fund
GMO International Developed Equity Allocation
Fund
GMO Global Equity Allocation Fund
GMO Global Developed Equity Allocation Fund
GMO Global Asset Allocation Fund
GMO Strategic Opportunities Allocation Fund
GMO Benchmark-Free Allocation Fund
GMO Alpha Only Fund
GMO SGM Major Markets Fund
GMO Debt Opportunities Fund
GMO Taiwan Fund
GMO World Opportunity Overlay Fund
GMO U.S. Treasury Fund
GMO Asset Allocation Bond Fund
GMO High Quality Short-Duration Bond Fund
GMO Emerging Domestic Opportunities Fund
GMO Benchmark-Free Fund
GMO Global Focused Equity Fund
GMO Resources Fund
GMO Implementation Fund
GMO Risk Premium Fund
GMO Special Opportunities Fund
GMO GAAR Implementation Fund





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