0000772129-09-000011 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • October 29th, 2009 • Gmo Trust

Management Contract executed as of June 30, 2009 between GMO TRUST, a Massachusetts business trust (the "Trust") on behalf of its GMO Asset Allocation International Bond Fund (the "Fund"), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the "Manager").

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AMENDED AND RESTATED
Agreement and Declaration of Trust • October 29th, 2009 • Gmo Trust • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this 10th day of September, 2009 hereby amends and restates in its entirety the Amended and Restated Agreement and Declaration of Trust dated

GMO TRUST AMENDMENT NO. 40 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • October 29th, 2009 • Gmo Trust

The foregoing amendment shall become effective as of the time it is filed with the Secretary of The Commonwealth of Massachusetts.

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