EXHIBIT 8

                                    GMO TRUST

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

                             Effective June 1, 1996
                      As Amended and Restated June 19, 2003

         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 M 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

Class I, Class II and Class III Shares:

         With certain exceptions described below, eligibility for Class I, Class
II and Class III Shares is dependent upon the client meeting either (i) a
minimum "TOTAL FUND INVESTMENT" requirement, which includes only a client's
total investment in the particular Fund, or (ii) a minimum "TOTAL INVESTMENT"
with GMO requirement.

         Determination of Total Investments: A client's Total 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 business quarter, or
(iii) on such other dates as may be determined by GMO (each a "Determination
Date"). Subject to as provided below, a client's Total Investment as of any
Determination Date will equal the market value of assets managed by GMO and its
affiliates for the client (whether in a pooled vehicle or otherwise) as of such
Determination Date.



         For Clients establishing a relationship with GMO on or after June 1,
1996: A client's Total Investment will be determined by GMO at the Determination
Date.

         For Clients with Accounts as of May 31, 1996: Any client of GMO whose
Total Investment as of May 31, 1996 was equal to or greater than $7 million will
remain eligible for Class III Shares indefinitely, provided that such client
does not make a withdrawal or redemption that causes the client's Total
Investment to fall below $7 million. Any client whose Total Investment as of May
31, 1996 was less than $7 million, but greater than $0, will convert to Class II
Shares on July 31, 1997 or such later date as may be determined by the Manager.
For clients with GMO accounts as of May 31, 1996, their initial Total Investment
will equal the market value of all of their GMO investments as of the close of
business on May 31, 1996 and will subsequently be calculated as described in the
preceding section.

Class IV, Class V, Class VI, Class VII and Class VIII Shares:

         Eligibility for 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 the
particular Fund, or (ii) a minimum "TOTAL INVESTMENT" with GMO requirement
(calculated as described above for Class I, Class II and Class III shares),
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 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.

         The Manager will make all determinations as to aggregation of client
accounts for purposes of determining eligibility.

Class M Shares:

         Investors purchasing through third party intermediaries will be
eligible to purchase Class M Shares.

CLASS CHARACTERISTICS

Class I, Class II, Class III, Class IV, Class V, Class VI, Class VII and Class
VIII Shares:

         The sole difference among the various classes of 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 relationship is expected
to decrease as a percentage of the account. Thus, the Shareholder Service Fee is
lower for classes for which eligibility criteria generally require greater
assets under GMO's management.

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         Certain Funds are subject to either an initial purchase premium, a
redemption fee, or both. The initial purchase premium and redemption fee, if
any, may, in some limited cases, be subject to reduction or waiver if the
Adviser determines that there are minimal brokerage and/or transaction costs
incurred as a result of the purchase or redemption, as set forth in the
Prospectus in effect from time to time.(1)

Class M:

         Class M Shares are subject to a Rule 12b-1 fee not to exceed 1.00%, and
an administration fee. Up to 0.25% of the Rule 12b-1 fee may be paid by the
Fund's distributor to third parties in connection with services primarily
intended to result in the sale of Class M Shares and/or certain other services
to Class M Shares. A portion of the administration fee may be paid by GMO to
third parties for providing record keeping and other services to the Class M
Shares.

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 M Shares,
which pay no Shareholder Service Fees. In addition, all Rule 12b-1 fees and
administration fees payable by the Trust in respect of its Class M Shares shall
be allocated exclusively to Class M 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 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.

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         (1) All purchase premiums are paid to and retained by the relevant Fund
and are intended to cover the brokerage and other costs associated with putting
an investment to work in the relevant markets. All redemption fees are paid to
and retained by the relevant Fund and are designed to allocate transaction costs
caused by shareholder activity to the shareholder generating the activity.

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         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 Adviser, the Shareholder Servicer, the Funds' distributor and the
Funds' administrator may choose to waive or reimburse Shareholder Service Fees,
Rule 12b-1 Fees, administration fees, or any other Class Expenses on a voluntary
or temporary basis.

         INCOME, GAINS AND LOSSES

         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)(2)
under the Act, consistent with the provisions set forth in "Expense Allocations"
above.

CONVERSION AND EXCHANGE FEATURES

         For all Classes except Class M, on each Determination Date the value of
each client's Total Investment and Total Fund Investment with GMO will be
determined. Based on that determination, each client's shares of each Fund will
be automatically converted to the class of shares of such Fund which is then
being offered with the lowest Shareholder Service Fee for which the client is
eligible based on the amount of their Total Investment or Total Fund Investment,
as the case may be, on the Determination Date. The conversion will occur within
15 business days following the Determination Date. Notwithstanding the
foregoing, there will be no automatic conversion from a class of shares with a
lower Shareholder Service Fee to a class of shares with a higher Shareholder
Service Fee unless appropriate disclosure regarding the higher Shareholder
Service Fee has been given to the affected client(s) in the Prospectus or
otherwise. Clients holding Class M Shares are not currently eligible to convert
their Class M Shares to any other class of shares offered by the Trust.

         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
their basis in the old class before

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conversion. The conversion of shares from one class to another class of shares
may be suspended if the opinion of counsel obtained by the Trust that the
conversion does not constitute a taxable event under current federal income tax
law is no longer available.

         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. Clients whose Total Investment as of May 31, 1996 is equal to $7
million or more will be eligible to remain invested in Class III Shares
indefinitely (irrespective of whether the Fund has a higher investment minimum),
provided that such client does not make a withdrawal or redemption that causes
the client's Total Investment to fall below $7 million. Clients whose Total
Investment as of May 31, 1996 is less than $7 million but greater than $0 will
be eligible to invest in or convert to Class II Shares indefinitely
(irrespective of whether the Fund has a higher investment minimum).
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.

         Notwithstanding anything to the contrary in this Plan, pursuant to
Article VI, Section 3 of the Trust's Amended and Restated Agreement and
Declaration of Trust, the Trust has the right to redeem unilaterally any
shareholder of any Fund 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."

DIVIDENDS

         Dividends paid by the Trust with respect to its Class I, Class II,
Class III, Class IV, Class V, Class VI, Class VII, Class VIII Shares and Class M
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, Rule 12b-1 Fee or administration 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.

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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 19th day of June, 2003

By:________________________
        Name:
        Title:

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