Common use of Amended and Restated Agreement and Declaration of Trust Clause in Contracts

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, 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 Small Cap Quality Fund, do hereby direct that this Amendment No. 14 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.

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, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders (i) to establish a new series Series of GMO Trust, GMO Small Cap Quality GMO-Usonian Japan Value Creation Fund, do hereby direct that this Amendment No. 14 11 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.

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, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders (i) to establish change the name of the “GMO Emerging Domestic Opportunities Fund,” a new series of GMO Trust, to “GMO Small Cap Quality Emerging Markets Select Equity Fund, ,” do hereby direct that this Amendment No. 14 15 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.

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, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders (i) to establish a two new series of GMO Trust, GMO Small Cap Quality Resource Transition Fund and GMO U.S. Opportunistic Value Fund, do hereby direct that this Amendment No. 14 16 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.