GMO TRUST

AMENDMENT NO. 28

TO

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

The undersigned, constituting at least a majority of the trustees of the 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 three new series of the GMO Trust, GMO Inflation Indexed Plus Bond Fund, GMO Strategic Fixed Income Fund, and GMO International Opportunities Equity Allocation Fund, do hereby direct that this Amendment No. 28 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust so that Schedule 3.6 of the Declaration of Trust is amended and restated 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.

IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our successors and assigns this __ day of March, 2006.

__________________________

Donald W. Glazer

225 Kenrick Street

Newton, MA 02458

__________________________

Jay O. Light

30 Wellesley Road

Belmont, Massachusetts 02478

__________________________

W. Nicholas Thorndike

10 Walnut Place

Brookline, MA 02245

- -

9933819.1

Schedule 3.6 to Decl. of Trust

Series

GMO U.S. Core Fund

GMO U.S. Core Equity Fund

GMO Tobacco-Free Core Fund

GMO Value Fund

GMO U.S. Value Fund

GMO Intrinsic Value Fund

GMO U.S. Intrinsic Value Fund

GMO Growth Fund

GMO U.S. Growth Fund

GMO Small/Mid Cap Value Fund

GMO U.S. Small/Mid Cap Value Fund

GMO Small/Mid Cap Growth Fund

GMO U.S. Small/Mid Cap Growth Fund

GMO Real Estate Fund

GMO Tax-Managed U.S. Equities Fund

GMO Tax-Managed Small/Mid Cap Fund

GMO International Disciplined Equity Fund

GMO International Core Equity Fund

GMO International Intrinsic Value Fund

GMO International Growth Fund

GMO International Growth Equity 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 Emerging Markets Quality Fund

GMO Tax-Managed International Equities Fund

GMO Domestic Bond Fund

GMO Core Plus Bond Fund

GMO International Bond Fund

GMO Currency Hedged International Bond Fund

GMO Global Bond Fund

GMO Emerging Country Debt Fund

GMO Short-Duration Investment Fund

GMO Alpha Only Fund

GMO Inflation Indexed Bond Fund

GMO Emerging Country Debt Share Fund

GMO International Equity Allocation Fund

GMO Global Balanced Asset Allocation Fund

GMO Global (U.S.+) Equity Allocation Fund

GMO U.S. Sector Fund

GMO Special Purpose Holding Fund

GMO Taiwan Fund

GMO Short-Duration Collateral Fund

GMO Benchmark-Free Allocation Fund

GMO U.S. Quality Equity Fund

GMO Global Growth Fund

GMO World Opportunity Overlay Fund

GMO Alternative Asset Opportunity Fund

GMO Strategic Balanced Allocation Fund

GMO World Opportunities Equity Allocation Fund

GMO Developed World Stock Fund

GMO Short-Duration Collateral Share Fund

GMO Inflation Indexed Plus Bond Fund

GMO Strategic Fixed Income Fund

GMO International Opportunities Equity Allocation Fund