GMO TRUST AMENDMENT NO. 20 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
AMENDMENT
NO. 20
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, pursuant to the powers granted
to the Trustees in the Declaration of Trust, including, without limitation,
Article III, Section 5, in response to amendments to the Internal Revenue
Code
of 1986, as amended, under The American Jobs Creation Act of 2004, enacted
on
October 22, 2004, and having determined that it is consistent with the fair
and
equitable treatment of all Shareholders, do hereby direct that this Amendment
No. 20 be filed with the Secretary of The Commonwealth of Massachusetts so
that:
(i) |
The
name of Article VI is changed from “Net Income, Distributions, and
Redemptions and Repurchases” to “Net Income, Distributions, Allocations,
and Redemptions and Repurchases”;
|
(ii) |
The
following is added as a new Section 2 of Article
VI:
|
“Section
2.
Allocations.
In
respect of any Series that is treated as a partnership for federal income
tax
purposes, the Trustees (or such other person designated by the Trustees as
having responsibility for making tax determinations on behalf of the Series)
shall have authority to make special allocations of income, gain, loss or
deduction among Shareholders upon withdrawals or transfers of shares as
necessary to avoid mandatory basis adjustments in the assets of the Series
as
required by Internal Revenue Code of 1986, as amended (the “Code”), section 743
or 734 that would otherwise apply as a result of amendments to such Code
sections under The American Jobs Creation Act of 2004, enacted on October
22,
2004.”; and
(iii) |
Current
Section 2 and Section 3 of Article VI are renumbered accordingly,
and any
references to such sections appearing elsewhere in the Declaration
of
Trust are revised accordingly.
|
The
foregoing amendment shall become effective
as of the time it is filed with the Secretary of The Commonwealth of
Massachusetts.
2
IN
WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 28th day of March, 2005.
/s/Xxxxxx
X. Xxxxxx
Xxxxxx
X.
Xxxxxx
000
Xxxxxxx Xxxxxx
Xxxxxx,
XX 00000
/s/Xxx
X. Light
Xxx
X.
Light
00
Xxxxxxxxx Xxxx
Xxxxxxx,
Xxxxxxxxxxxxx 00000
/s/W.
Xxxxxxxx Xxxxxxxxx
W.
Xxxxxxxx Xxxxxxxxx
00
Xxxxxx
Xxxxx
Xxxxxxxxx,
XX 00000