GMO TRUST AMENDMENT NO. 13 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

Exhibit (a)(13)

GMO TRUST

AMENDMENT NO. 13

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 five series of GMO Trust, GMO High Quality Short Duration Bond Fund, GMO Risk Premium Fund, GMO Special Opportunities Fund, GMO Strategic Short-Term Fund and GMO GAAR Implementation Fund, and having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders (i) to establish a new series of GMO Trust, GMO Emerging Markets ex-China Fund, and (ii) to change the name of the “GMO Cyclical Focus Fund,” a series of GMO Trust, to “GMO Quality Cyclicals Fund,” do hereby direct that this Amendment No. 13 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 9^th day of June, 2021.

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx

Trustee

/s/ Xxxxxxxx Xxxxxxxxx

Xxxxxxxx Xxxxxxxxx

Trustee

/s/ Xxxx Xxxxxxxxx 

Xxxx Xxxxxxxxx

Trustee

/s/ Xxxxx Xxxxxx 

Xxxxx Xxxxxx

Trustee

Schedule 3.6 to Declaration of Trust

Series 

GMO Alternative Allocation Fund

GMO Asset Allocation Bond Fund

GMO Benchmark-Free Allocation Fund

GMO Benchmark-Free Fund

GMO Climate Change Fund

GMO Emerging Country Debt Fund

GMO Emerging Country Debt Shares Fund

GMO Emerging Domestic Opportunities Fund

GMO Emerging Markets ex-China Fund

GMO Emerging Markets Fund

GMO Global Asset Allocation Fund

GMO Global Developed Equity Allocation Fund

GMO Global Equity Allocation Fund

GMO High Yield Fund

GMO Implementation Fund

GMO International Developed Equity Allocation Fund

GMO International Equity Allocation Fund

GMO International Equity Fund

GMO Multi-Sector Fixed Income Fund

GMO Opportunistic Income Fund

GMO Quality Cyclicals Fund

GMO Quality Fund

GMO Resources Fund

GMO SGM Major Markets Fund

GMO Strategic Opportunities Allocation Fund

GMO Tax-Managed International Equities Fund

GMO U.S. Equity Fund

GMO U.S. Small Cap Value Fund

GMO U.S. Treasury Fund

GMO-Usonian Japan Value Creation Fund