GMO TRUST AMENDMENT NO. 40 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
AMENDMENT
NO. 40
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, hereby rescind the establishment and designation
of one series of GMO Trust, GMO Global Growth Fund, and, do hereby direct that
this Amendment No. 40 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 as of the time it is filed with the
Secretary of The Commonwealth of Massachusetts.
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11661502_3.DOC
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IN
WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 12th day of March, 2009.
/s/
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
000
Xxxxxxx Xxxxxx
Xxxxxx,
XX 00000
/s/ W.
Xxxxxxxx Xxxxxxxxx
W.
Xxxxxxxx Xxxxxxxxx
00 Xxxxxx
Xxxxx
Xxxxxxxxx,
XX 00000
/s/ Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
00 Xxxxx
Xxxxxx
Xxxxxxxxx,
XX 00000
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
Schedule
3.6 to Declaration of Trust Cont’d
GMO Alpha
Only Fund
GMO
Alternative Asset Opportunity Fund
GMO
Short-Duration Collateral Fund
GMO
Special Purpose Holding Fund
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.
Xxxxx Fund
GMO U.S.
Treasury Fund
GMO Asset
Allocation Bond Fund
GMO Asset
Allocation International Bond Fund
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