EXHIBIT 2
GMO TRUST
AMENDMENT NO. 23
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, hereby rescind the establishment
and designation of two series of the Trust, the GMO International Core Plus
Allocation Fund and GMO Real Asset Fund, and do hereby direct that this
Amendment No. 23 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 19th day of May, 2005.
____________________________
Xxxxxx X. Xxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
____________________________
Xxx X. Light
00 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
____________________________
W. Xxxxxxxx Xxxxxxxxx
00 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Schedule 3.6 to Decl. of Trust
Series
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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 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
