UNITED STATESunited states

SECURITIES AND EXCHANGE COMMISSIONsecurities and exchange commission

Washington,Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Partyparty other than the Registrant¨

Check the appropriate box:

GMO Trust

(Name

 (Name of Registrant as Specified in Itsits Charter)

Payment of Filing Fee (Check the appropriate box):

¨           Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

GMO Trust

Important Notice Regarding Availability of These Solicitation MaterialsGMO Debt Opportunities Fund

This Consent Solicitation Statement is Available at:[                    ].

GMO TRUST

GMO Core Plus Bond Fund

40 Rowes Wharf

Boston, Massachusetts 02110

(617) 330-7500

December [ ], 2016

CONSENT SOLICITATION STATEMENT DATED [    ]Dear Shareholder:

INTRODUCTION

This Consent Solicitation Statement (the “Statement”) is being furnished to shareholdersA Special Meeting of the Shareholders of GMO Core Plus BondDebt Opportunities Fund (the “Fund”), a series of GMO Trust (the “Trust”), in connection withwill be held onDecember 21, 2016 at 10:00 a.m., Boston time, at the solicitationoffices of written consents (in lieuGrantham, Mayo, Van Otterloo & Co. LLC (“GMO”), on the 2nd floor of a meeting of shareholders) from the shareholders of the Fund (the “Written Consent”). 40 Rowes Wharf, Boston, Massachusetts.

The Trust’s Board of Trustees (the “Board”) is seeking your vote to approve a new management contract between the Trust, on behalf of the Fund, and GMO, the investment manager to the Fund.

We urge you to complete, sign and return the enclosed proxy card promptly. A postage-paid envelope is enclosed for this purpose. Whether or not you plan to be present at the meeting, your vote is important. To have your vote count, you must return a proxy card.

We look forward to receiving your proxy so that your shares may be voted at the meeting.

Important Notice Regarding Availability of Proxy Materials for the

Shareholder Meeting to be held on December 21, 2016:

This Proxy Statement is Available at http://www.gmo.com/America/About/Legal.htm

GMO TRUST

GMO Debt Opportunities Fund

40 Rowes Wharf

Boston, Massachusetts 02110

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Shareholders of GMO Debt Opportunities Fund:

Notice is hereby given that a special meeting of the shareholders of GMO Debt Opportunities Fund (the “Fund”), a series of GMO Trust (the “Trust”), will be held on December 21, 2016 at the offices of Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”), on the 2nd Floor of 40 Rowes Wharf, Boston, Massachusetts, at 10:00 a.m., Boston time, and any postponement or adjournment thereof (the “Special Meeting”), for the following purposes, which are more fully described in the accompanying Proxy Statement:

The Board of Trustees of the Trust unanimously recommends that you votefor the approval of the new management contract between the Trust, on behalf of the Fund, and GMO. The Board of Trustees of the Trust has fixed the close of business on December 2, 2016 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Only those shareholders who owned shares in the Fund at the close of business on the Record Date can vote at the Special Meeting or any adjournments thereof. Copies of these proxy materials, including this notice of the Special Meeting, the Proxy Statement, and the proxy card, also are available to you at http://www.gmo.com/America/About/Legal.htm. Information on how to obtain directions to attend the Special Meeting and vote in person can be obtained by calling 1-617-346-7646.

We urge you to mark, sign, date and mail the enclosed proxy in the postage-paid envelope provided as soon as possible so that you will be represented at the Special Meeting. If you desire to vote in person at the Special Meeting, you may revoke your proxy at any time before it is exercised.

December [ ], 2016

PROXY STATEMENT

GMO TRUST

GMO Debt Opportunities Fund

40 Rowes Wharf

Boston, Massachusetts 02110

INTRODUCTION

The enclosed proxy is solicited by the Board of Trustees (the “Board” or the “Trustees”) of GMO Trust (the “Trust”) for use at a special meeting of the shareholders of GMO Debt Opportunities Fund, a series of the Trust (the “Fund”), to be held on December 21, 2016, at the offices of Grantham, Mayo, Van Otterloo & Co. LLC, on the 2nd Floor of 40 Rowes Wharf, Boston, Massachusetts, at 10:00 a.m., Boston time, and any postponement or adjournment thereof (the “Special Meeting”), for action upon the matters set forth in the accompanying Notice of the Special Meeting of Shareholders (the “Notice”). Shareholders of record at the close of business on December 2, 2016 (the “Record Date”) are entitled to be present and to vote at the Special Meeting or any postponed or adjourned session thereof. The Notice, this Proxy Statement and the enclosed proxy card are first being mailed to shareholders on or around December [ ], 2016.

The Trustees unanimously recommend that you voteFOR the approval of the new management contract for the Fund.

At present, the Fund is not offered to external investors and its principal shareholders are other funds and separate account clients managed by Grantham, Mayo, Van Otterloo & Co. LLC, the investment manager to the Fund (“GMO” or the “Manager”). Going forward, the Fund will be offered directly to external investors as a standalone investment option, and the Board has approved changes to the Fund’s investment objective and name as well as the elimination of the Fund’s fundamentalname-related investment restrictionpolicy, each effective as of January 1, 2017 (the “Implementation Date”), in connection with respect to the short sale of securities. A formexpanded offering of the Written ConsentFund. In addition, the Board has approved an increase in the annual management fee from its current rate of 0.25% of the Fund’s average daily net assets under the Current Management Contract (as defined below), to 0.40% under an amended and restated management contract (the “New Management Contract”), to become effective on the Implementation Date, subject to approval by the Fund’s shareholders. Updated disclosure of the Fund’s investment objective, principal investment strategies and name, effective as of the Implementation Date, is attached asset forth inExhibit A.

The Trust is organized as a Massachusetts business trust and is not required to hold annual meetings. The Trust currently has [forty-one (41)]comprised of thirty-six series, but only the Fund is the subject of this Proxy Statement and only shareholders of the Fund are being provided with this Statement andreceiving the Written Consent. The Trust’s Amended and Restated Agreement and Declaration of Trust permits any action taken by shareholders to be taken without a meeting if shareholders holding a majority of shares entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of shareholders.

This Statement and Written Consent are first being mailed to shareholders of the Fund on or about [            ], 2014. Shareholders who wish to approve the proposal set forth below are requested to promptly execute and submit their Written Consents to the Trust. For those shares held in street name, the bank or broker can only vote the relevant shares after receipt of specific instructions from the shareholder(s).enclosed proxy. Each shareholder should contact the bank or broker responsible for the relevant account and instruct him or her regarding the Written Consent as soon as possible.

The Board unanimously recommends that you approve the elimination of the Fund’s fundamental investment restriction with respect to the short sale of securities by completing and returning the Written Consent. Shareholders of record as of the close of business on May 21, 2014 (the “Record Date”) are to receive this Statement and the accompanying Written Consent and are entitled to one vote for each whole share of the Fund heldis entitled to one vote as to any matter on which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote for each fractional share held. Copiesvote. Shares represented by your duly represented proxy will be voted in accordance

with your instructions. If no instructions are made on a submitted proxy, the proxy will be voted FOR the approval of this Statement and the Written Consent are also available tonew management contract.

PROPOSAL: APPROVAL OF AMENDED AND RESTATED MANAGEMENT CONTRACT FOR THE FUND

Overview.At the Special Meeting, shareholders of the Fund at: [                    ].

The Written Consentswill consider the approval of the New Management Contract, which provides that the Fund shall pay GMO an annual management fee equal to 0.40% of the Fund’s average daily net assets. At in-person meetings held on September 30, 2016 and December 1, 2016, the Trustees, including a majority of the Trustees who are to be returned to the Clerknot “interested persons” of the Trust at 40 Rowes Wharf, Boston, Massachusetts 02110, and a self-addressed, postage prepaid envelope is enclosed for your convenience.

PROPOSAL: ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTION

Overview. Shareholders of the Fund are being asked to eliminate the Fund’s fundamental investment restriction with respect to the short sale of securities (the “Short Sale Restriction”). The Investment Company Act of 1940, as amended (the “1940 Act”) (such trustees, the “Independent Trustees”), requires registered investment companiesconsidered, and at the December 1, 2016 meeting approved, the New Management Contract effective as of the Implementation Date, and resolved to have “fundamental” investment restrictions governing certainrecommend that shareholders of their investment practices. Investment companies may also voluntarily designate restrictions relating to other investment practices as fundamental. A change in a “fundamental” investment restriction requires shareholder approval. Removing the Short Sale Restriction will give the Fund more flexibilityvoteFORthe approval of the New Management Contract. Also at the December 1, 2016 meeting, the Trustees voted to direct an officer of the Trust to attend the Special Meeting and vote all shares of the Fund held by other series of the Trust as of the Record Date in pursuing its investment objective, as short sales are an alternative to certain investments currently being madefavor of the New Management Contract. As of the Record Date, other series of the Trust owned, in the aggregate, [79.16%] of the Fund’s outstanding shares. A vote in favor of the New Management Contract by the Fund, andother series of the useTrust that own shares of short sales may allow the Fund would be sufficient to incur lower transaction costs. The Board unanimously recommends that shareholderscarry the vote and approve the elimination of the Short Sale Restriction.New Management Contract.

Description of Investment RestrictionManagement Contracts. GMO currently serves as the investment manager to the Fund pursuant to a management contract between the Trust, on behalf of the Fund, and Investment Strategies.GMO executed as of February 12, 2014 (the “Current Management Contract”). The Current Management Contract was approved by shareholders of a majority of the Fund’s Short Sale Restrictionoutstanding shares on December 11, 2013, and provides that it will terminate after an initial two-year term unless it is re-approved annually by the Fund’s Board, including a majority of the Independent Trustees. The Board, including the Independent Trustees, last approved the continuation of the Current Management Contract on June 9, 2016. Please seeExhibit B for a discussion of the Board’s considerations in approving the Current Management Contract.

Under the Current Management Contract, the Fund may not “make short salespays an annual management fee equal to 0.25% of securities or maintain a short position for the Fund’s account unless at all times when a short position is openaverage daily net assets to GMO for management services provided by GMO to the Fund.

As noted above, under the New Management Contract, the Fund ownswould agree to pay GMO an annual management fee equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securitiesto 0.40% of the same issue as, and equalFund’s average daily net assets. The form of New Management Contract is included in amount to, the securities sold short.” As a result, the Fund currently is prohibited from making short sales of securities unless the Fund makes short sales “against the box,” meaning the Fund may make short sales when it owns, or has the right to acquire at no added cost, securities identical to those sold short.

The Fund’s Short Sale Restriction is not required to be fundamental under the 1940 Act. It was originally adopted by the Fund in response to state law requirements that have not applied to mutual funds since 1996. Consequently, for many years, new funds of the Trust have not adopted this restriction.

If shareholders approve this Proposal, the Fund will be permitted to engage in short sales – including those that are not “against the box” – in accordance with the provisions of the 1940 Act. In a typical short sale, the Fund borrows a security from a broker so that the Fund can sell the security to a third party. The Fund is then obligated to return to the broker a security of the same issue and quantity at some future date. In a short sale, the Fund realizes a loss to the extent that the security increases in value or a profit to the extent the security declines in value (after taking into account any associated costs)Exhibit C. If the Fund engages in short sales,New Management Contract is approved by the Fund’s shareholders, it may havewill not be implemented until the Implementation Date, which is expected to paybe on or about January 1, 2017.

Comparison of Pro Forma Expenses of Current and Proposed Fees.Set forth below is a premium to borrowcomparison, based on average asset levels and expenses incurred during the securitiesyear ended February 29, 2016, of (a) the Fund’s current fees and must pay tooperating expenses under the party from whom it borrows the securities any dividends or interest paid on the securities while they are borrowed. Short sales

“against the box” normally protectCurrent Management Contract for Class III and Class VI shares of the Fund againstto (b) the riskfees and expenses on a pro forma basis adjusted to reflect the proposed New Management Contract described above.

Pro Forma Expense Comparison of loss inCurrent and Proposed Fees (as of February 29, 2016)

Annual Operating Expenses

Shareholder Fees – Class III

(fees paid directly from your investment)

Annual Fund Operating Expenses – Class III

(expenses that you bear each year as a percentage of the value of a portfolio security because any decline in value of the security would be wholly or partially offset by a corresponding gain in the short position. However, any potential gain in the security would be wholly or partially offset by a corresponding loss in the short position. Short sales that are not “against the box” involve a form of investment leverage, and the amount of the Fund’s loss on a short sale is potentially unlimited. Consequently, the elimination of the Fund’s Short Sale Restriction could increase the Fund’s exposure to leveraging risk and other investment risks.your investment)

¹Grantham, Mayo, Van Otterloo & Co. LLC (the “Manager” or “GMO”(“GMO”) has advised the Board that it believes that the abilitycontractually agreed to engage in short sales will enhance investment flexibility and could assistreimburse the Fund in achieving its investment objective. The Fund’s investment objective is total return in excessfor the following expenses: audit expenses, fund accounting expenses, pricing service expenses, expenses of thatnon-investment related tax services, transfer agency expenses, expenses of its benchmark,non-investment related legal services provided to the Barclays U.S. Aggregate Index (the “Index”). The Fund seeksby or at the direction of GMO, federal securities law filing expenses, printing expenses, state and federal registration fees, and custody expenses. GMO also has contractually agreed to achieve its investment objective through an investment program that has two principal components, one of which is seeking to replicatewaive or reduce the Fund’s benchmark. The Manager typically replicatesmanagement fees and shareholder service fees to the extent necessary to offset the management fees and shareholder service fees paid to GMO that are directly or indirectly borne by the Fund or a large portionclass of shares of the Fund as a result of the Fund’s benchmark exposure by entering into total return swaps ondirect or indirect investments in other series of GMO Trust (“GMO Funds”). Management fees and shareholder service fees will not be waived below zero. This reimbursement and waiver will continue through at least June 30, 2017, and may not be terminated prior to that date without the Index and/action or the Barclays MBS Fixed Rate Index. Such swaps generally start and expire at the end of a calendar month, when market liquidity is at its highest. If the Fund needs to reduce its benchmark exposure on other dates during a month (e.g., because of redemption activity), the Fund would need to terminate partially or fully one or more of its total return swaps and enter into new total return swaps with lesser notional exposures. To the extent the Fund is required to engage in these mid-month transactions, the Fund incurs increased transaction costs due to more limited mid-month market liquidity.

The Manager believes that, as an alternative to this approach, the Fund could reduce a large portion of its benchmark exposure and incur lower transaction fees by selling short one or more “to-be-announced” (“TBA”) mortgage-backed securities. Mortgage-backed securities make up a substantial portionconsent of the Fund’s benchmark. IfBoard of Trustees.

² The amount has been restated to reflect current management fees.

Shareholder Fees – Class VI

(fees paid directly from your investment)

Annual Fund Operating Expenses – Class VI

(expenses that you bear each year as a percentage of the Proposal is approved,value of your investment)

¹Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) has contractually agreed to reimburse the Fund would be permittedfor the following expenses: audit expenses, fund accounting expenses, pricing service expenses, expenses of non-investment related tax services, transfer agency expenses, expenses of non-investment related legal services provided to (and the Manager expects the Fund to) engageby or at the direction of GMO, federal securities law filing expenses, printing expenses, state and federal registration fees, and custody expenses. GMO also has contractually agreed to waive or reduce the Fund’s management fees and shareholder service fees to the extent necessary to offset the management fees and shareholder service fees paid to GMO that are directly or indirectly borne by the Fund or a class of shares of the Fund as a result of the Fund’s direct or indirect investments in short salesother series of TBA mortgage-backed securitiesGMO Trust (“GMO Funds”). Management fees and shareholder service fees will not be waived below zero. This reimbursement and waiver will continue through at least June 30, 2017, and may not be terminated prior to that date without the action or consent of the Fund’s Board of Trustees.

² The amount has been restated to reflect current management fees.

Example under Current Management Contract Compared to New Management Contract, if Approved

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same as partthose shown in the table. The one year amounts shown reflect the expense reimbursement and waiver noted in the expense table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Management Fee Comparison.Set forth below is a comparison, for the fiscal year ended February 29, 2016, of (a) the management fees under the Current Management Contract (i) paid directly by the Fund to GMO and (ii) indirectly borne by the Fund and paid to GMO as a result of the Fund’s investment strategies. in other GMO Funds to (b) the management fees that would have been paid directly by the Fund to GMO and indirectly as a result of investment in the other GMO Funds if the New Management Contract had been in effect during that period.

The Manager has advisedpercentage increase in “Total Management Fees” between the Current Management Contract and the New Management Contract would have been approximately 60%.

Comparison of Other Key Terms of the Management Contracts.The Current Management Contract and the New Management Contract (each a “Contract”) differ in the following respects:

Session of the Massachusetts Superior Court in Suffolk County. The Current Management Contract does not contain similar provisions.

Other than these differences, the terms of the Contracts are substantially the same.

Under each Contract, GMO, under the supervision of the Board of Trustees, agrees to: (i) furnish continuously an investment program for the Fund, make investment decisions on behalf of the Fund and place all orders for the purchase and sale of its portfolio securities and (ii) furnish office space and equipment, provide bookkeeping and clerical services (excluding determination of net asset value, shareholder accounting services and the fund accounting services for the Fund being supplied by an administrator as the Fund may engage from time to time) and pay all salaries, fees and expenses of officers and Trustees of the Trust who are affiliated with GMO. GMO also is responsible for selecting brokers and dealers and for negotiating brokerage commissions and dealer charges.

Each Contract provides that, after its initial term, it believescontinues in effect from year to year, but only so long as its continuance is specifically approved at least annually (a) by the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees, or by the vote of a majority of the outstanding voting securities of the Fund. The Current Management Contract will terminate on July 1, 2017 unless its continuation is approved in the manner described above. If the New Management Contract is approved by shareholders, the Current Management Contract would terminate as of the Implementation Date, and the New Management Contract would terminate one year after the Implementation Date unless its continuation is approved in the manner described above. Each Contract may be terminated at any time, without the payment of any penalty, by the vote of a “majority of the outstanding voting securities” of the Fund or by the Board of Trustees, in each case on 60 days’ written notice, or by GMO on 60 days’ written notice. Each Contract terminates automatically in the event of its assignment.

Each Contract provides that havingin the flexibilityabsence of willful misfeasance, bad faith or gross negligence on the part of GMO, or reckless disregard of its obligations and duties thereunder, GMO shall not be subject to engage in these transactions would be beneficialany liability to the Trust, or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services under the Contract.

Board Considerations of the New Management Contract. At in-person meetings of the Trustees held on September 30, 2016 and December 1, 2016, the Trust’s Independent Trustees considered the terms of the proposed New Management Contract, and at the December 1, 2016 meeting determined to recommend its approval to the full Board of Trustees. Also at the December 1, 2016 meeting, the full Board of Trustees, including all of the Independent Trustees, approved the New Management Contract, to be effective on or about January 1, 2017, subject to approval of the New Management Contract by the Fund’s shareholders.

In connection with its consideration of the New Management Contract, the Board met privately with its independent legal counsel. In addition to the information the Board took into account in connection with its approval of the Current Management Contract on June 9, 2016, as described inExhibit B, the Board also considered the following factors, among others:

In their deliberations, the Trustees considered these and other factors they deemed relevant, with each Trustee weighing individual factors as he thought appropriate. Following their deliberations, the Independent Trustees voting separately, and then all Trustees voting together, approved the New Management Contract.

Required Vote.Because this Statement is being furnished to shareholders Approval of the New Management Contract requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, in connection with an action to be taken by written consent in lieu of a meetingwhich means the lesser of: (a) 67% or more of the shareholders, approvalFund’s outstanding shares present at the meeting, in person or by proxy, if more than 50% of the elimination of the Short Sale Restriction requires approvalFund’s outstanding shares are present in person or by a majority (i.e.,proxy, or (b) more than 50%) of the Fund’s outstanding shares. Abstention, by not completing and returning a Written Consent, will have the same effect as a vote against the Proposal. A failure by beneficial owners to provide their broker or nominee instructionsAdditional information about how to vote shares will also have the same effect as a vote against the Proposal. Each executed and returned Written Consent will be treated as voting all shares held of record by the holder in favor of eliminating the Short Sale Restriction unless otherwise indicated on the Written Consent.

is provided below. If the requisite approvalvote required to approve the New Management Contract is received to eliminatenot obtained, the Short Sale Restriction,Current Management Contract would remain in effect, and the Fund will change its operations no sooner than 40 days fromBoard of Trustees would consider other actions it deems in the mailing of these materials. If shareholders do not approve eliminationbest interests of the Short Sale Restriction, the Short Sale Restriction will remain in effect.Fund.

Revocation of Consents. Written Consents may be revoked or withdrawn by a shareholder at any time prior to the date the Trust, on behalf of the Fund, makes a public filing with the Securities and Exchange Commission, stating that shareholders of the Fund have approved the elimination of the Short Sale

Restriction. To be effective, a revocation or withdrawal of the Written Consent must be in writing and must be received by the Clerk of the Trust at 40 Rowes Wharf, Boston, Massachusetts 02110. A revocation or withdrawal must specify the shareholder’s name and the date of the Written Consent being revoked or withdrawn.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS

APPROVE VOTEFOR THE ELIMINATIONAPPROVAL OF THE SHORT SALE RESTRICTION.NEW MANAGEMENT CONTRACT FOR THE FUND.

INFORMATION ABOUT

Information About GMO

GMO, 40 Rowes Wharf, Boston, Massachusetts 02110, provides investment management and shareholder servicesservicing and supplemental support to the Fund and other funds of the Trust privately offered funds and separately managed accounts.(and to their respective wholly-owned subsidiary or subsidiaries, if any). GMO is a private company, founded in 1977. As of JanuaryMay 31, 2014,2016, GMO provided investment advisory servicesmanaged on a worldwide basis approximately $94.8 billion.

Exhibit D sets forth information regarding GMO’s directors and chief executive officer.

Exhibit E sets forth information regarding Trustees and officers of the Trust who also hold positions with GMO or its affiliates.

Exhibit F sets forth information about securities owned by the Trustees and officers of the Trust who are not members of GMO in entities controlled by, or under common control with, GMO.

Further Information about Voting and the Special Meeting

Quorum and Methods of Tabulation.The shareholders of the Fund vote together as a single class on the approval of the New Management Contract. Votes cast by proxy or in person at the Special Meeting will be counted by persons appointed by the Trust as tellers (the “Tellers”) for the Special Meeting. The presence at the meeting of 40% of the Fund’s outstanding shares entitled to vote at the Special Meeting constitutes a quorum for the Special Meeting.

The Tellers will count the total number of votes cast “for” approval of the New Management Contract for purposes of determining whether sufficient affirmative votes have been cast. The Tellers will count shares represented by proxies that reflect abstentions as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. Abstentions will have the effect of a negative vote on the proposal.

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 a challenger. A proxy with respect to Fund shares held in the name of two or more than $114 billionpersons shall be valid if executed by any one of client assets.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.

ADDITIONAL INFORMATION

Other Business.The Trustees know of no other business to be brought before the Special Meeting. However, if any other matters properly come before the Special Meeting, they intend that proxies that do not contain specific restrictions to the contrary be voted on such matters in accordance with the judgment of the persons named in the proxy card.

Revocation of Proxies. Proxies may be revoked at any time before they are voted either (i) by a written revocation received by the Clerk of the Trust, (ii) by a properly executed later-dated proxy received by the Clerk of the Trust, or (iii) by an in-person vote at the Special Meeting. Attendance at the Special Meeting will not in and of itself revoke a proxy.  Shareholders may revoke a proxy as often as they wish before the Special Meeting.  Only the latest dated, properly executed proxy card received prior to or at the Special Meeting will be counted. 

Date for Receipt of Shareholders’ Proposals for Subsequent Meetings of Shareholders.The Trust’s Amended and Restated Agreement and Declaration of Trust does not provide for annual meetings of shareholders. Theshareholders, but the Trustees however, may from time to time schedule special meetings. Shareholder proposals for inclusion in the Trust’s proxy statement for any subsequent meeting must be received by the Trust a reasonable period of time prior to any such meeting.

Adjournment. In the event that a quorum is not present and/or sufficient votes in favor of the New Management Contract are not received by the time scheduled for the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies with respect to the approval of the New Management Contract. Any such adjournments will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Special Meeting to be adjourned, as required by the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-Laws. The persons named as proxies will vote in favor of such adjournment those proxies that they are entitled to vote in favor of the New Management Contract. They

will vote against any such adjournment those proxies required to be voted against the New Management Contract.

Financial Information.A copy of the Annual Report for the Fund for the most recent fiscal year ended (i.e.(i.e., February 28, 2014)29, 2016), including financial statements, has previously been mailed to shareholders. Upon request, the Fund will furnish, without charge, to any of its shareholders, a copy of the Annual Report of the Fund for its most recent fiscal year and a copy of its semiannual report for any subsequent semiannual period. Requests may be made in writing to Grantham, Mayo, Van Otterloo & Co. LLC, 40 Rowes Wharf, Boston, Massachusetts 02110, Attn: Shareholder Services or made by telephone by calling collect 1-617-346-7646. Reports also are available free of charge at http://www.gmo.com.

OtherAdditional Information.The costs of soliciting written consentssolicitation of proxies and expenses relating toincurred in connection with the preparation of theseproxy materials are being borne by GMO. In addition to soliciting written consentsproxies by mail, the Trustees officers and employees of the Trust and GMO may solicit written consentsproxies in person or by telephone.

Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts within the Fund. In addition,Additionally, unless the Trust has received contrary instructions, only one copy of this Proxy Statement will be mailed to ana given address that is shared bywhere two or more shareholders.shareholders share that address. Additional copies of thisthe Proxy Statement will be delivered promptly upon request. Requests may be made in writingsent to Grantham, Mayo, Van Otterloo & Co. LLC, 40 Rowes Wharf, Boston, Massachusetts 02110, Attn: Shareholder Services or made by telephone by calling collect 1-617-346-7646.

1-617-346-7646.Fund Information

FUND INFORMATION

General Information and Mailing Address. The Trust is an open-end registered management investment company under the 1940 Act, and is organized as a Massachusetts business trust. The Fund is a

series of the Trust. The mailing address of the Trust and the Fund is 40 Rowes Wharf, Boston, Massachusetts 02110.

ManagerManager..Grantham, Mayo, Van Otterloo & Co. LLC, 40 Rowes Wharf, Boston, Massachusetts 02110, serves as the Trust’s investment manager and administers the Trust’s business affairs.

Distributor.

Distributor. Funds Distributor, LLC, 3 Canal Plaza, Suite 100, Portland, Maine, 04101, serves as the Trust’s distributor (the “Distributor”) on behalf of the Fund. The Distributor is not affiliated with GMO.

Share Ownership. As of the date of this Proxy Statement, only Class III and Class IVVI shares of the Fund are outstanding. Please refer toExhibit BG for additional information about Class III and Class IVVI shares and a list of persons known by the Fund to own beneficially 5% or more of the outstanding Class III or Class IVVI shares of the Fund as of April 30, 2014. Please refer toExhibit C for additional information about ownershipNovember 10, 2016. As of Fund shares by the Trustees andNovember 10, 2016, no Trustee or principal executive officersofficer of the Trust asowned any shares of April 30, 2014.the Fund. As of April 30, 2014,November 10, 2016, the Trustees and officers of the Trust as a group owned 1% or less of the outstanding shares of each class of shares of the Fund.

PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED WRITTEN CONSENT IF

YOU WISHPROXY PROMPTLY TO APPROVEENSURE THAT A QUORUM IS PRESENT AT THE PROPOSAL.MEETING. A SELF-ADDRESSED, POSTAGE PREPAID

ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

December [ ], 2014

EXHIBIT A – FORM OF WRITTEN CONSENTA—INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES, EFFECTIVE JANUARY 1, 2017

GMO TRUST

GMO Core Plus BondOPPORTUNISTIC INCOME FUND

Investment objective

Capital appreciation and current income.

Principal investment strategies

The Fund invests primarily in securitized credit securities. Securitized credit securities include commercial mortgage-backed securities (“CMBS”), asset-backed securities (“ABS”), agency and non-agency residential mortgage-backed securities (“RMBS”), and collateralized mortgage obligations (“CMOs”). These securities may be fixed rate or adjustable rate securities. Agency MBS are issued or guaranteed by the U.S. government, its agencies or instrumentalities, which include mortgage pass-through securities representing interests in pools of mortgage loans issued or guaranteed by the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”), or the Federal Home Loan Mortgage Corporation (“FMLMC”). The Fund may also invest in other fixed-income instruments, which include bonds, debt instruments and other similar instruments issued by various U.S. and non-U.S. public or private sector entities.

The Fund also may invest in the following: interest-only (“IO”), principal-only (“PO”), or inverse floating rate debt; mortgage dollar rolls; securities on a when-issued, delayed delivery or forward commitment basis through the “to-be-announced” (“TBA”) market; mortgage loans; securities of any maturity or duration with fixed, floating, or variable rates; collateralized loan obligations (“CLOs”), which are backed by a pool of corporate debt; securities of other investment companies (including other GMO Funds) that invest primarily in fixed income securities; corporate debt securities of any quality and maturity, including high-yield securities (also known as “junk bonds”); and securities that are not rated by any rating agencies.

The Fund’s allocation of its assets into various asset classes within the fixed income market will depend on the views of GMO as to the best value relative to what is currently presented in the market place. In managing the Fund’s portfolio, GMO typically analyzes a variety of factors including, among others, maturity, yield and ratings information, opportunities for price appreciation, collateral quality, credit support, structure and market conditions. GMO may cause the Fund to sell investments if it determines that any of the mentioned factors have changed materially from its initial analysis or that other factors indicate that an investment is no longer earning a return commensurate with its risk. GMO attempts to diversify risks that arise from position sizes, geography, ratings, duration, deal structure and collateral values, and seeks to limit risk of principal by causing the Fund to invest in securities or other instruments that it considers undervalued.GMO does not manage the Fund to, or control the Fund’s risk relative to, any securities index or securities benchmark.

From time to time, the Fund may have some direct or indirect exposure to equities. The Fund may invest in securities of companies of any market capitalization.

The Fund also may invest in exchange-traded and over-the-counter (OTC) derivatives, including swap contracts (such as credit default swaps, swaps on securities and securities indices, total return swaps,

interest rate swaps, currency swaps, cross currency basis swaps, variance swaps, commodity swaps, inflation swaps, municipal swaps, correlation swaps, and other types of swaps), reverse repurchase agreements, and repurchase agreements. The Fund is not limited in its use of derivatives or in the total notional value of its derivative positions. As a result of its derivative positions, the Fund may have investment exposures in excess of its net assets (i.e., the Fund may be leveraged) and therefore is subject to heightened risk of loss. The Fund’s performance can depend substantially, if not primarily, on the performance of assets or indices underlying its derivatives even though it does not own those assets or indices.

The Fund also may invest in U.S. Treasury Fund, in money market funds unaffiliated with GMO, or directly in the types of investments typically held by money market funds. The Fund may, but is not required to, hedge part or all of its net foreign currency exposure into U.S. dollars.

EXHIBIT B—BOARD CONSIDERATIONS IN APPROVING

CURRENT MANAGEMENT CONTRACT ON JUNE 9, 2016

GMO Debt Opportunities Fund

Written Consent to Action in Lieu

Approval of renewal of management agreement for GMO Debt Opportunities Fund. At a Meeting ofmeeting on June 9, 2016, the Shareholders

The undersigned, holder(s) of shares of the GMO Core Plus Bond Fund (the “Fund”), a seriesTrustees of GMO Trust (the “Trust”) approved the renewal of the management agreement between Grantham, Mayo, Van Otterloo & Co. LLC (the “Manager”) and the Trust, on behalf of the Fund, for an additional twelve-month period beginning on June 30, 2016. In approving the management agreement, the Trustees considered information they believed, in light of the legal advice furnished to them, to be relevant, including information relating specifically to the Fund as well as to the Trust generally and the other series of the Trust (collectively, the “GMO funds”).

Throughout the year the Trustees met with representatives of the Manager and also met separately. Before, at and after those meetings they considered information relevant to the renewal of the Fund’s management agreement. In deciding whether to approve the management agreements of the Fund and the other GMO funds, the Trustees also considered information the Trustees who are not “interested persons” of the Trust (the “Independent Trustees”) requested specifically for that purpose.

At a meeting on May 19, 2016, representatives of the Manager made a presentation to the Trustees regarding the investment performance of the Fund and the other GMO funds and answered questions. Following that meeting the Independent Trustees, their independent legal counsel and their independent compliance consultant met privately to discuss the extensive materials the Manager had provided them at their request. At that meeting, the Independent Trustees instructed their independent legal counsel to request additional information from the Manager, which they received before and at a meeting of the Trustees on June 9, 2016. At the June meeting, representatives of the Manager answered the Trustees’ questions, and the Independent Trustees then met privately once again with their independent legal counsel.

Using various evaluation metrics, the Trustees considered the Fund’s investment performance, as well as the performance of the other GMO funds managed by the investment division that manages the Fund. The Trustees discussed how funds with various investment styles were expected to perform in different market conditions and considered the Fund’s performance in light of market conditions in recent years, noting in particular the changes in personnel recently implemented by the Manager in an effort to improve performance. In addition, the Trustees considered the Fund’s performance relative to various risk and performance measures and as compared to the performance of funds and accounts managed by other managers that were determined to have similar investment characteristics.

The Trustees considered the Fund’s total expense ratio (i.e., total annual operating expenses per share as a percentage of net asset value per share) as compared to the total expense ratios of funds managed by other managers that were determined by a third-party data service to have similar investment characteristics. In considering the Fund’s total expense ratio, the Trustees took into account the Manager’s undertaking to reimburse specified operating expenses of the Fund.

The Trustees also reviewed the fees payable to the Manager under the Fund’s management and shareholder servicing and supplemental support agreements. The Trustees considered the management fees payable by the Fund as compared to the management fees of funds managed by other managers that were determined by a third-party data service to have similar investment characteristics. The Trustees also considered the

shareholder servicing fees charged to different share classes of the Fund in light of the services provided by the Manager.

The Trustees also reviewed information prepared by the Manager regarding the Manager’s profitability overall and by investment division and by fund. The Trustees reviewed the Manager’s methodology in preparing that information, including its allocation of expenses among the GMO funds, and considered the effect of various approaches for calculating profitability. The Trustees took note of “fallout benefits” to the Manager resulting from its management of the Fund. The Trustees considered possible economies of scale to the Manager at the Fund’s recent asset levels and whether the fees payable by the Fund to the Manager reflected these economies of scale.

The Trustees considered the fact that Fund shares are principally owned by institutional and other sophisticated investors. The Trustees also considered the experience and sophistication of the Manager (including management and investment management personnel, as well as members of the legal, compliance and risk-management departments) and the resources the Manager employed in managing the Fund. In addition, the Trustees considered the depth of the Manager’s personnel resources, its relationship with Fund shareholders and other matters relating to its business and organization and the nature and quality of its services to the Fund.

After reviewing these and other factors, the Trustees concluded, in the context of their overall review of the Fund’s management agreement, that the fees charged to the Fund under the management agreement were within the range of fees that would be established through arm’s-length bargaining.

In their deliberations, the Trustees considered all factors they deemed relevant, with each Trustee weighting individual factors as he thought appropriate. Following their deliberations, the Independent Trustees voting separately, and then all Trustees voting together, approved the renewal of the Fund’s management agreement for another year.

EXHIBIT C—FORM OF NEW MANAGEMENT CONTRACT

AMENDED and restated MANAGEMENT CONTRACT

Amended and Restated Management Contract executed as of [January 1, 2017], between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its series GMO Opportunistic Income Fund (the “Fund”), acting by written consentand GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

W I T N E S S E T H:

That in lieu of a meeting pursuant to authority contained in Article V, Section 4consideration of the Trust’smutual covenants herein contained, it is agreed as follows:

(a)       Subject always to the control of the Trustees of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of its portfolio securities and (ii) furnish office space and equipment, provide bookkeeping and clerical services (excluding determination of net asset value, shareholder accounting services and the fund accounting services for the Fund being supplied by State Street Bank and Trust Company or such other administrator as the Fund may engage from time to time) and pay all salaries, fees and expenses of officers and Trustees of the Trust who are affiliated with the Manager. In the performance of its duties, the Manager will comply with the provisions of the Amended and Restated Agreement and Declaration of Trust consent to, by signing this written consent, vote all share(s) heldand Amended and Restated By-laws of the Trust and the Fund’s stated investment objective, policies and restrictions.

(b)       In placing orders for the adoption of the following resolutions and consent to the filing of this Consent with the minutes of the meetings of the shareholdersportfolio transactions of the Fund, the Manager will seek the best price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager shall consider all factors it deems relevant, including, without limitation, the overall net economic result to the Fund (involving price paid or received and any commissions and other costs paid), the efficiency with which the sametransaction is effected, the ability to effect as if such vote had been castthe transaction at all where a meetinglarge block is involved, availability of the shareholders duly calledbroker to stand ready to execute possibly difficult transactions in the future and held.This Consent is solicited on behalffinancial strength and stability of the Trust’s Boardbroker. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of Trustees (the “Board”).

WHEREAS, pursuantits having caused a Fund to written consent,pay a broker or dealer that provides brokerage and research services to the Board approved the eliminationManager an amount of commission for effecting a portfolio investment transaction in excess of the fundamental investment restrictionamount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the Fundbrokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the short sale of securities (the “Short Sale Restriction”);Trust and

WHEREAS, the removal to other clients of the Short Sale Restriction also requires approvalManager as to which the Manager exercises investment discretion.

(c)       The Manager shall not be obligated under this agreement to pay any expenses of or for the Trust or of or for the Fund not expressly assumed by the holdersManager pursuant to this Section 1 other than as provided in Section 3.

It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a partner, shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed and paid monthly at leastthe annual rate of 0.40% of the Fund’s average daily net asset value. Such average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month while this Contract is in effect. Such fee shall be payable for each month within five (5) business days after the end of such month.

In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Trust are qualified for offer and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund’s expenses to the extent required by such expense limitation.

If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment; and this Contract shall not be amended unless such amendment is approved (1) by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager, and (2) only to the extent required by applicable law, at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund;Fund.

This Contract shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

(a)       Either party hereto may at any time terminate this Contract by not more than sixty days’ written notice delivered or mailed by electronic mail, registered mail, postage prepaid, to the other party, or

(b)       If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually after the first anniversary of its execution, the continuance of this Contract, then this Contract shall automatically terminate at the close of business on the first anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Contract is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Manager may continue to serve hereunder in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder.

Action by the Trust under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

Termination of this Contract pursuant to this Section 5 shall be without the payment of any penalty.

For the purposes of this Contract, the “affirmative vote of a majority of the outstanding shares” of the Fund means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms “affiliated person”, “control”, “interested person” and “assignment” shall have their respective meanings defined in the Investment Company Act of 1940 and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act; and the phrase “specifically approve at least annually” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Trust, or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services hereunder.

The Manager owns the initials “GMO” and the name “Grantham, Mayo, Van Otterloo & Co. LLC” which may be used by the Trust only with the consent of the Manager. The Manager consents to the use by the Trust of the name “GMO Trust” or any other name embodying the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC”, in such forms as the Manager shall in writing approve, but

only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as in this section provided. The foregoing authorization by the Manager to the Trust to use said initials and name as part of a business or name is not exclusive of the right of the Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Manager and the Trust, the Manager has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Manager and the Trust, the Manager has the exclusive right so to use, or authorize others to use, said initials and name and the Trust agrees to take such action as may reasonably be requested by the Manager to give full effect to the provisions of this section (including, without limitation, consenting to such use of said initials and name). Without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Manager made within six months after the Manager has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC” and will not thereafter transact any business in a name containing the initials “GMO” or the words “Grantham, Mayo, Van Otterloo & Co. LLC” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC” or any other reference to the Manager. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.

A copy of the Amended and Restated Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby

RESOLVED, given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the removalobligations of this instrument are not binding upon any of the Short Sale RestrictionTrustees or shareholders individually but are binding only upon the assets and property of the Fund.

No person other than the Trust and the Manager is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, create in any person other than the Fund (including, without limitation, any shareholder in the Fund) any direct, indirect, derivative, or other rights against the Manager.

This Agreement shall be governed by the law of the Commonwealth of Massachusetts. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

Absent the consent in writing of all parties, any action, suit, or proceeding under, arising out of, or relating to this Agreement or its approval shall be brought in either the federal courts sitting within the City of Boston in The Commonwealth of Massachusetts or the Business Litigation Session of the Massachusetts Superior Court in Suffolk County.

IN WITNESS WHEREOF, GMO TRUST and it herebyGRANTHAM, MAYO, VAN OTTERLOO & CO. LLC have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written.

Reviewed by: ______________________

Execution of this Agreement by Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”), whether as a party itself, a managing member of a party or the managing member of the general partner of a party, is approved;by a duly authorized officer solely in his capacity as an authorized signatory, pursuant to delegated authority from GMO, and not individually. The obligations of or arising out of this Agreement are binding solely on the named parties to this Agreement and are not binding upon any officer or other agent, partner, member or director of GMO individually. A Certificate of Organization of GMO is on file with the Secretary of State of The Commonwealth of Massachusetts.

RESOLVED,EXHIBIT D—DIRECTORS AND CEO OF GMO that

Information about the directors and chief executive officer of GMO is set forth below. Information regarding members of GMO with 10% ownership in voting securities of GMO is also set forth below. The address of each of them is c/o Grantham, Mayo, Van Otterloo & Co. LLC, 40 Rowes Wharf, Boston, Massachusetts 02110.

* Mr. Casper provides assistance to Ms. McGetrick in carrying out the day-to-day responsibilities of the office of the Chief Executive Officer.

** Each of R. Jeremy Grantham and Eyk Van Otterloo, founding members of GMO, own 10% or more of the voting securities of GMO.

EXHIBIT E—INTERESTED TRUSTEE AND OFFICER INFORMATION

The table below contains information concerning Trustees and officers of the Trust be, andwho hold positions with GMO or its affiliates. The address of each of them hereby is authorizedc/o GMO Trust, 40 Rowes Wharf, Boston, Massachusetts 02110. Mr. Kittredge is a member of, and has a direct ownership interest in, GMO. As a member of GMO, Mr. Kittredge will benefit from management, shareholder servicing and any other fees paid to take anyGMO and all actions anyits affiliates by the Fund. None of themthe other individuals listed below has an ownership or other material direct or indirect interest in GMO and its affiliates.

¹ Mr. Kittredge is an “interested person” of the Trust, as such term is used in the 1940 Act (an “Interested Trustee”), by virtue of his positions with the Trust and GMO indicated in the table above.

² Each officer of the Trust may deem necessary also serve as an officer and/or appropriate to implementdirector of certain pooled investment vehicles of which GMO or an affiliate of GMO serves as the foregoing resolution.

IN WITNESS WHEREOF, the undersigned has executed this Consent as of thisday of, 2014. This Consent may be executed in two or more counterparts and all counterparts so executed will constitute one instrument.investment adviser.

EXHIBIT F—OWNERSHIP IN GMO RELATED COMPANIES

A-1None of the Trustees and officers of the Fund who are not members of GMO owned securities, of entities controlled by, or under common control with, GMO as of November 10, 2016.

EXHIBIT B – G—SHARES OUTSTANDING AND BENEFICIAL OWNERSHIP

As of the Record Date (i.e.(December 2, 2016), May 21, 2014),there were [ ] shares outstanding for Class VI shares of the Fund hadFund. As of the Record Date, there were no shares outstanding 6,529,915.496for Class III shares and 25,655,277.835 Class IV shares.of the Fund.

The table below sets forth the names, addresses and percentage ownership of those shareholders known by the Trust to own beneficially 5% or more of the outstanding Class III or Class IVVI shares of the Fund as of April 30, 2014.

B-1

EXHIBIT C

GMO TRUST

GMO DEBT OPPORTUNITIES FUND

SPECIAL MEETING OF SHAREHOLDERS – TRUSTEE AND EXECUTIVE OFFICER OWNERSHIP OF THE FUNDDECEMBER 21, 2016

The following table sets forth the Trustees’undersigned hereby appoints Douglas Y. Charton, Megan Bunting, and executive officers’ of the Trust direct beneficial share ownership in the Fund as of April 30, 2014. The address ofKevin O’Brien, and each of them separately, as Proxies of the undersigned, with full power of substitution, and hereby authorizes each of them to vote on behalf of the undersigned all shares of GMO Debt Opportunities Fund (the “Fund”) that the undersigned is c/o GMO Trust,entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 10:00 a.m., Eastern Time, on December 21, 2016 at the offices of Grantham, Mayo, Van Otterloo & Co. LLC, on the 2nd floor of 40 Rowes Wharf, Boston, Massachusetts 02110.

C-1

FORM OF WRITTEN CONSENT

GMO TRUST

GMO Core Plus Bond Fund

Written Consent02110 and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to Actionvote if personally present. This proxy will be governed by and construed in Lieuaccordance with the laws of a MeetingThe Commonwealth of Massachusetts and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of The Commonwealth of Massachusetts and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the Shareholders

The undersigned, holder(s) of shares subject hereto. This proxy may be revoked at any time prior to the exercise of the GMO Core Plus Bond Fund (the “Fund”), a seriespowers conferred thereby. This proxy is solicited by the Board of Trustees of GMO Trust a Massachusetts business trust (the “Trust”), acting by written consent in lieu of a meeting pursuant to authority contained in Article V, Section 4 of the Trust’s Amended and Restated Agreement and Declaration of Trust, consent to, by signing this written consent, vote all share(s) held for the adoption of the following resolutions and consent to the filing of this Consent with the minutes of the meetings of the shareholders of the Fund, with the same effect as if such vote had been cast at a meeting of the shareholders duly called and held.This Consent is solicited on behalf of the Trust’sFund. The Board recommends that you voteFOR the proposal.  

PLEASE FOLD HERE AND RETURN THE ENTIRE BALLOT – DO NOT DETACH

This proxy is solicited by the Board of Trustees, (the “Board”).who unanimously recommends that
you vote “FOR” the Proposal.

WHEREAS, pursuant to written consent,

VOTE BY MAIL:

To vote your proxy by mail, check the Board approvedappropriate voting box on the eliminationreverse side of the fundamental investment restriction ofProxy Ballot, sign and date the Fund with respect toballot and return it in the short sale of securities (the “Short Sale Restriction”); andenclosed postage-paid envelope or mail to: Grantham, Mayo, Van Otterloo & Co. LLC, 40 Rowes Wharf, Boston, Massachusetts 02110, Attn: Shareholder Services.

WHEREAS, the removal of the Short Sale Restriction also requires approval by the holders of at least a majority of the outstanding shares of the Fund; it is hereby

RESOLVED, that the removal of the Short Sale Restriction be, and it hereby is, approved; andDEAR SHAREHOLDER:

RESOLVED, that the officers of the Trust be, and each of them hereby is, authorized to take any and all actions any of them may deem necessary or appropriate to implement the foregoing resolution.

IN WITNESS WHEREOF, the undersigned has executed this Consent as of thisday of, 2014. This Consent may be executed in two or more counterparts and all counterparts so executed will constitute one instrument.YOUR VOTE IS IMPORTANT. PLEASE HELP US TO AVOID THE EXPENSE OF FOLLOW-UP MAILINGS BY SIGNING AND RETURNING THIS PROXY CARD. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. PLEASE REFER TO THE BACK OF THE PROXY CARD FOR ADDITIONAL INFORMATION REGARDING THE PROPOSAL.

GMO DEBT OPPORTUNITIES FUND

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy Statement for this meeting is available at http://www.gmo.com/America/About/Legal.htm.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. ABSTENTIONS DO NOT CONSTITUTE A VOTE FOR AND EFFECTIVELY RESULT IN A VOTE AGAINST THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE DO NOT USE FINE POINT PENS.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

THIS CARD IS VALID ONLY WHEN SIGNED AND DATED. PLEASE COMPLETE AND RETURN THIS PROXY BALLOT PROMPTLY. PROXY BALLOTS MUST BE RECEIVED PRIOR TO THE SPECIAL MEETING TO BE COUNTED.

PLEASE SIGN AND DATE ON REVERSE SIDE.