0000950135-07-002696 Sample Contracts

WITNESSETH:
Administration Agreement • May 1st, 2007 • Gmo Trust
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WITNESSETH:
Servicing Agreement • May 1st, 2007 • Gmo Trust
AMENDMENT NO. 32 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...
Gmo Trust • May 1st, 2007

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, having determined that it is desirable and appropriate to change the name of the "GMO Emerging Markets Quality Fund", a series of the GMO Trust, to the "GMO Emerging Markets Opportunities Fund", do hereby direct that this Amendment No. 32 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust by amending and restating Schedule 3.6 of the Declaration of Trust in its entirety as attached hereto.

AMENDED AND RESTATED BY-LAWS OF GMO TRUST
Gmo Trust • May 1st, 2007
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