0000897436-05-000460 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • October 28th, 2005 • Gmo Trust

Management Contract executed as of May 27, 2005 between GMO TRUST, a Massachusetts business trust (the "Trust") on behalf of its GMO Strategic Balanced Allocation 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. 24 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • October 28th, 2005 • Gmo Trust

The foregoing amendment shall become effective as of the time it is filed with the Secretary of The Commonwealth of Massachusetts.

GMO TRUST AMENDMENT NO. 22 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • October 28th, 2005 • Gmo 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 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 establish one new series of the GMO Trust, the GMO Developed World Stock Fund, do hereby direct that this Amendment No. 22 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust so that Schedule 3.6 of the Declaration of Trust is amended and restated in its entirety as attached hereto.

GMO TRUST AMENDMENT NO. 20 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • October 28th, 2005 • Gmo 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 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, pursuant to the powers granted to the Trustees in the Declaration of Trust, including, without limitation, Article III, Section 5, in response to amendments to the Internal Revenue Code of 1986, as amended, under The American Jobs Creation Act of 2004, enacted on October 22, 2004, and having determined that it is consistent with the fair and equitable treatment of all Shareholders, do hereby direct that this Amendment No. 20 be filed with the Secretary of The Commonwealth of Massachusetts so that:

GMO TRUST AMENDMENT NO. 23 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • October 28th, 2005 • Gmo Trust

The foregoing amendment shall become effective as of the time it is filed with the Secretary of the Commonwealth of Massachusetts.

GMO TRUST AMENDMENT NO. 19 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • October 28th, 2005 • Gmo 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 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 establish a new series of the GMO Trust, the GMO Alternative Asset Opportunity Fund, do hereby direct that this Amendment No. 19 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust so that Schedule 3.6 of the Declaration of Trust is amended and restated in its entirety as attached hereto.

GMO TRUST AMENDMENT NO. 25 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • October 28th, 2005 • Gmo 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 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 names of the “GMO Small Cap Growth Fund”, the “GMO Small Cap Value Fund”, and the “GMO Tax-Managed Small Companies Fund”, each a series of the GMO Trust, to the “GMO Small/Mid Cap Growth Fund”, the “GMO Small/Mid Cap Value Fund”, and the “GMO Tax-Managed Small/Mid Cap Fund,” respectively, do hereby direct that this Amendment No.25 be filed with the Secretary of the Commonwealth of Massachusetts and do hereby amend the Declaration of Trust so that Schedule 3.6 of the Declaration of Trust is amended and restated in its entirety as attached hereto.

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