0000950135-08-008561 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • December 24th, 2008 • Gmo Trust

Management Contract executed as of December 23, 2008 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its series GMO Clarendon 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. 36 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • December 24th, 2008 • Gmo Trust

The undersigned, constituting at least a majority of the Trustees of 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 amend Section 2 of Article VI of the Declaration of Trust pursuant to their authority under Section 8 of Article VIII of the Declaration of Trust, do hereby direct that this Amendment No. 36 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust so that the following is added as a new third paragraph of Section 2 of Article VI:

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