EX-99.1 2 b51829gfexv99w1.txt RESTATED AGREEMENT AND DECLARATION OF TRUST Exhibit 1 GMO TRUST AMENDMENT NO. _______ 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 and appropriate to establish and designate one new series of the GMO Trust, "GMO Growth Fund II," do hereby direct that this Amendment No. ___ 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 _______ ___ , 2004. IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our successors and assigns this ___ day of ________, 2004. ____________________ Donald W. Glazer 225 Kenrick Street Newton, MA 02458 ____________________ R. Jeremy Grantham 40 Rowes Wharf Boston, Massachusetts 02110 ____________________ Jay O. Light 30 Wellesley Road Belmont, Massachusetts 02478 Exhibit 1 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 Asia 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 Exhibit 1 Schedule 3.6 to Decl. of Trust (continued) GMO Real Asset Fund GMO Growth Fund II