0000950123-10-061242 Sample Contracts

AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • June 25th, 2010 • Gmo Trust

Amended and Restated Management Contract executed as of June 25, 2010 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Alternative Asset Opportunity Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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AMENDMENT TO OPERATING AGREEMENT
Operating Agreement • June 25th, 2010 • Gmo Trust

This Amendment (“Amendment”) is made as of March 10, 2010, by and between Charles Schwab & Co., Inc. (“Schwab”), a California corporation, and each registered investment company (“Fund Company”) executing this Amendment on its own behalf and on behalf of each of its series or classes of shares (“Fund(s)”) listed on Schedule I hereto, and amends the Operating Agreement between the parties, made as of April 19, 2000, as amended thereafter (“Operating Agreement”). All capitalized terms used in the Amendment and not defined herein shall have the meaning ascribed to them in the Operating Agreement.

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