0000950123-09-055014 Sample Contracts

AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • October 30th, 2009 • Gmo Trust

Amended and Restated Management Contract executed as of August 12, 2009 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Emerging Markets Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO., a Massachusetts general partnership (the “Manager”).

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST GMO TRUST
Agreement and Declaration of Trust • October 30th, 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 June 23, 2000, as heretofore amended from time to time, and further amends the Amended and Restated Agreement and Declaration of Trust dated June 23, 2000, by amending and restating Exhibit 3.6 in its entirety as attached hereto, by the Trustees hereunder and by the holders of shares of beneficial interest issued hereunder and to be issued hereunder as hereinafter provided. This Amended and Restated Agreement and Declaration of Trust shall be effective upon filing with the Secretary of The Commonwealth of Massachusetts:

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