EXHIBIT 1
GMO 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.
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
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Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
/S/ XXX X. LIGHT
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Xxx X. Light
00 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
/S/ W. XXXXXXXX XXXXXXXXX
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W. Xxxxxxxx Xxxxxxxxx
00 Xxxxxx Xxxxx
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