0000950135-07-004062 Sample Contracts

AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • June 29th, 2007 • Gmo Trust

The Servicing Agreement executed as of May 30, 1996 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of each of its Class II, Class III, Class IV, Class V and Class VI (each a “Class” and collectively the “Classes”) Shares (the “Shares”) of each Fund listed on Exhibit I hereto (collectively, the “Funds”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Shareholder Servicer”), is hereby amended and restated effective June 30, 2007:

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AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • June 29th, 2007 • Gmo Trust

This Administration Agreement is amended and restated as of June 30, 2007 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its Class M Shares (the “Shares”) of each Fund listed on Exhibit I hereto, (collectively, the “Funds”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Administrator”).

ASSIGNMENT AGREEMENT
Assignment Agreement • June 29th, 2007 • Gmo Trust

This Assignment Agreement (“Assignment”) is made and entered into as of March 31, 2007 (the “Effective Date”) by and among Wachovia Bank, National Association (“Wachovia”), Ameriprise Financial Services, Inc. (f/k/a American Express Financial Advisors Inc.) (“Ameriprise”), and GMO Trust, a Massachusetts business trust (the “Fund Company”)

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