0000897436-06-000160 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • April 28th, 2006 • Gmo Trust

Management Contract executed as of ________, 2006 between GMO TRUST, a Massachusetts business trust (the "Trust") on behalf of its GMO International Opportunities Equity Allocation Fund (the "Fund"), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the "Manager").

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GMO TRUST AMENDMENT NO. 27 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • April 28th, 2006 • 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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