GMO TRUST AMENDMENT NO. 22 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
AMENDMENT
NO. 22
TO
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 and appropriate to establish one new series of the GMO Trust, the
GMO
Developed World Stock Fund, do hereby direct that this Amendment No. 22 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 on- May 16, 2005.
9628897.2
IN
WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this ___
day
of
___________,
2005.
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9628897.2
Schedule
3.6 to Decl. of Trust
Series
GMO
U.S.
Core Fund
GMO
Tobacco-Free Core Fund
GMO
Value
Fund
GMO
Intrinsic Value Fund
GMO
Growth Fund
GMO
Small
Cap Value Fund
GMO
Small
Cap Growth Fund
GMO
Real
Estate Fund
GMO
Tax-Managed U.S. Equities Fund
GMO
Tax-Managed Small Companies Fund
GMO
International Disciplined Equity Fund
GMO
International Intrinsic Value Fund
GMO
International Growth 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
International Core Plus Allocation 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
Real
Asset 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