GMO TRUST

AMENDMENT NO. 41

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 June 23, 2000 (the “Declaration of Trust”), a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders to establish a new series of GMO Trust, GMO World Opportunity Overlay Share Fund, do hereby direct that this Amendment No. 41 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.

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IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our successors and assigns this 19th day of March, 2009.

/s/ Donald W. Glazer

Donald W. Glazer

225 Kenrick Street

Newton, MA  02458

/s/ W. Nicholas Thorndike

W. Nicholas Thorndike

10 Walnut Place

Brookline, MA  02245

/s/ Peter Tufano

Peter Tufano

10 Frost Street

Cambridge, MA  02140

Schedule 3.6 to Declaration of Trust

Series

GMO U.S. Core Equity Fund

GMO Tobacco-Free Core Fund

GMO Quality Fund

GMO U.S. Intrinsic Value Fund

GMO U.S. Growth Fund

GMO U.S. Small/Mid Cap Value Fund

GMO U.S. Small/Mid Cap Growth Fund

GMO Real Estate Fund

GMO Tax-Managed U.S. Equities Fund

GMO International Core Equity Fund

GMO International Intrinsic Value Fund

GMO International Growth Equity Fund

GMO Developed World Stock Fund

GMO Currency Hedged International Equity Fund

GMO Foreign Fund

GMO Foreign Small Companies Fund

GMO International Small Companies Fund

GMO Emerging Markets Fund

GMO Emerging Countries Fund

GMO Tax-Managed International Equities Fund

GMO Domestic Bond Fund

GMO Core Plus Bond Fund

GMO International Bond Fund

GMO Strategic Fixed Income Fund

GMO Currency Hedged International Bond Fund

GMO Global Bond Fund

GMO Emerging Country Debt Fund

GMO Short-Duration Investment Fund

GMO Short-Duration Collateral Share Fund

GMO Inflation Indexed Plus Bond Fund

GMO U.S. Equity Allocation Fund

GMO International Equity Allocation Fund

GMO International Opportunities Equity Allocation Fund

GMO Global Equity Allocation Fund

GMO World Opportunities Equity Allocation Fund

GMO Global Balanced Asset Allocation Fund

GMO Strategic Opportunities Allocation Fund

GMO Benchmark-Free Allocation Fund

GMO Alpha Only Fund

GMO Alternative Asset Opportunity Fund

GMO Short-Duration Collateral Fund

GMO Special Purpose Holding Fund

Schedule 3.6 to Declaration of Trust Cont’d

GMO Special Situations Fund

GMO Taiwan Fund

GMO World Opportunity Overlay Fund

GMO Flexible Equities Fund

GMO Arlington Fund

GMO Berkeley Fund

GMO Clarendon Fund

GMO Dartmouth Fund

GMO Exeter Fund

GMO Fairfield Fund

GMO Gloucester Fund

GMO Hereford Fund

GMO Ipswich Fund

GMO St. James Fund

GMO U.S. Treasury Fund

GMO Asset Allocation Bond Fund

GMO Asset Allocation International Bond Fund

GMO World Opportunity Overlay Share Fund

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