GMO TRUST AMENDMENT NO. 36 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Exhibit (a)23
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, having determined that it is
desirable and appropriate to amend Section 2 of Article VI of the Declaration of Trust pursuant to
their authority under Section 8 of Article VIII of the Declaration of Trust, do hereby direct that
this Amendment No. 36 be filed with the Secretary of The Commonwealth of Massachusetts and do
hereby amend the Declaration of Trust so that the following is added as a new third paragraph of
Section 2 of Article VI:
“For avoidance of doubt, nothing in this Section 2 shall preclude the Trust from purchasing shares
offered for redemption at net asset value less any applicable redemption fee as the Board may
approve from time to time.”
The foregoing amendment shall become effective upon its execution by a majority of the
Trustees of GMO Trust.
IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our successors and
assigns this 8th day of October, 2008.
| /s/ XXXXXX X. XXXXXX | ||||
| Xxxxxx X. Xxxxxx 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 |
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| /s/ XXX X. LIGHT | ||||
| Xxx X. Light 00 Xxxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 |
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| /s/ W. XXXXXXXX XXXXXXXXX | ||||
| W. Xxxxxxxx Xxxxxxxxx 00 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 |
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-2-
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 Emerging Markets Opportunities Fund,
and, having determined that it is desirable, appropriate and consistent with the fair and equitable
treatment of all shareholders to establish twelve new series of GMO Trust, 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,
and GMO Asset Allocation Bond Fund, do hereby direct that this Amendment No. 37 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.
IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our successors and
assigns this 4th day of December, 2008.
| /s/ XXXXXX X. XXXXXX | ||||
| Xxxxxx X. Xxxxxx 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 |
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| /s/ XXX X. LIGHT | ||||
| Xxx X. Light 00 Xxxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 |
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| /s/ W. XXXXXXXX XXXXXXXXX | ||||
| W. Xxxxxxxx Xxxxxxxxx 00 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 |
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Schedule 3.6 to Declaration of Trust
Series
GMO U.S. Core Equity Fund
GMO Tobacco-Free Core Fund
GMO U.S. Quality Equity 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 Global Growth 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
GMO U.S. Core Equity Fund
GMO Tobacco-Free Core Fund
GMO U.S. Quality Equity 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 Global Growth 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 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
