EXHIBIT (M)(6)(V) SIXTH AMENDMENT TO FUNDS TRADING AGREEMENT BETWEEN FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC., INVESTORS BANK & TRUST COMPANY, GRANTHAM, MAYO, VAN OTERLOO & CO. LLC AND GMO TRUST THIS AMENDMENT, dated as of the __...

                                                               EXHIBIT (M)(6)(V)

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

     THIS AMENDMENT, dated as of the __ day of July 2005, by and between
Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"), Investors
Bank & Trust Company ("IBT"), Xxxxxxxx, Xxxx Van Otterloo & Co. LLC ("GMO") and
GMO Trust, a Massachusetts Business Trust, on behalf of each fund listed on
Exhibit A, severally and not jointly (individually, the "Fund" and collectively,
the "Funds").

                                   WITNESSETH:

     WHEREAS, FIIOC, IBT, GMO and GMO Trust heretofore entered into an agreement
dated July 1, 2001, as amended (the "Agreement"); and

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

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

1)   Amending and restating Exhibit A in its entirety as attached hereto
     effective as of September 16, 2005.

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

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


By: /S/ Xxxx Xxxxxx                     By: /S/ Xxxxxx X. Xxxxxx
    ---------------------------------       ------------------------------------
Name: Xxxx Xxxxxx                       Name: Xxxxxx X. Xxxxxx
Title: VP                               Title: Director
Date: 7/22/05                           Date: 7/18/05


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


By: /S/ Xxxxx X. Xxxxx                  By: /S/ Xxxxx X. Xxxxx
    ---------------------------------       ------------------------------------
Name: Xxxxx X. Xxxxx                    Name: Xxxxx X. Xxxxx
Title: Vice President                   Title: Legal Counsel
Date:                                   Date:
      -------------------------------         ----------------------------------


                                        By: /S/ Xxxxxxx X. Xxxxxx
                                            ------------------------------------
                                        Name: Xxxxxxx X. Xxxxxx
                                        Title: Legal Counsel
                                        Date:
                                              ----------------------------------



                                    EXHIBIT A

                                      FUNDS

SECTION I:

FUND:          GMO Emerging Country Debt Share Fund, Class III
TICKER SYMBOL: GECDX
CUSIP:         000000000

FUND:          GMO Emerging Countries Fund, Class III
TICKER SYMBOL: GMCEX
CUSIP:         000000000