0000772129-12-000007 Sample Contracts

MANAGEMENT CONTRACT

Management Contract • April 27th, 2012 • Gmo Trust

• Contract Type
  Management Contract
• Filed
  April 27th, 2012
• Company
  Gmo Trust

Management Contract executed as of March __, 2012 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its series GMO U.S. Flexible Equities Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

GMO TRUST AMENDMENT NO. 8 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

Gmo Trust • April 27th, 2012 • Gmo Trust

• Contract Type
  Gmo Trust
• Filed
  April 27th, 2012
• Company
  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 September 10, 2009 (the “Declaration of Trust”), as amended from time to time, 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 and consistent with the fair and equitable treatment of all shareholders to establish a new series of GMO Trust, GMO U.S. Flexible Equities Fund, do hereby direct that this Amendment No. 8 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.

GMO TRUST AMENDMENT NO. 7 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

Agreement and Declaration • April 27th, 2012 • Gmo Trust

• Contract Type
  Agreement and Declaration
• Filed
  April 27th, 2012
• Company
  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 September 10, 2009 (the “Declaration of Trust”), as amended from time to time, 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 and consistent with the fair and equitable treatment of all shareholders to change the name of “GMO U.S. Small/Mid Cap Value Fund,” a series of GMO Trust, to “GMO U.S. Small/Mid Cap Fund,” do hereby direct that this Amendment No. 7 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.