GMO TRUST

AMENDMENT NO. 3
 TO
AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST

The undersigned, constituting at least a majority of
the trustees of GMO Trust, a Massachusetts business
trust created and existing under an Amended and
Restated Agreement and Declaration of Trust dated
March 9, 2016 (the "Declaration of Trust"), as
amended from time to time, a copy of which is on file
in the Office of the Secretary of The Commonwealth
of Massachusetts, hereby rescind the establishment
and designation of four series of GMO Trust, GMO
Currency Hedged International Bond Fund, GMO
Emerging Countries Fund, GMO Foreign Fund and
GMO Global Focused Equity Fund, and do hereby
direct that this Amendment No. 3 be filed with the
Secretary of The Commonwealth of Massachusetts
and do hereby amend the Declaration of Trust by
amending and restating Schedule 3.6 of the
Declaration of Trust in its entirety as attached hereto.

The foregoing amendment shall become effective
upon its execution by a majority of the Trustees of
GMO Trust.


IN WITNESS WHEREOF, we have hereunto set our
hands for ourselves and for our successors and
assigns this     6th     day of     October  , 2017.


                                    /s/Donal
d W. Glazer
                                    Donald
W. Glazer
                                    Trustee

                  /s/ J.B.
Kittredge, Jr.
Joseph
B.
Kittredg
e, Jr.
                                    Trustee

                                    /s/Paul
Braverman
                                    Paul
Braverman
                                    Trustee

                                    /s/Peter
Tufano
                                    Peter
Tufano
       	Trustee





                                                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 Foreign Small Companies Fund
GMO International Small Companies Fund
GMO Emerging Markets Fund
GMO Tax-Managed International Equities Fund
GMO Core Plus 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 Opportunistic Income Fund
GMO Taiwan 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 Resources Fund
GMO Implementation Fund
GMO Risk Premium Fund
GMO Special Opportunities Fund
GMO GAAR Implementation Fund
GMO Climate Change Fund