0000950135-07-004500 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • July 27th, 2007 • Gmo Trust

Management Contract executed as of July 25, 2007 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Special Situations Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • July 27th, 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 July 25, 2007:

State Street Bank and Trust Company 200 Clarendon Street Boston, Massachusetts 02116
The Custodian Agreement • July 27th, 2007 • Gmo Trust

Re: Amendment to the Custodian Agreement (the “Agreement”), dated as of August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) and State Street Bank and Trust Company (“State Street Bank”) (as successor by merger to Investors Bank & Trust Co. (“IBT”)), as amended (the “Custodian Agreement”) and the Amended and Restated Delegation Agreement, dated as of June 29, 2001, by and between State Street Bank (as successor by merger to IBT) and GMO Trust, on behalf of certain of its series of the Trust, as amended (the “Delegation Agreement”)

State Street Bank and Trust Company 200 Clarendon Street Boston, MA 02116
Agency and Service Agreement • July 27th, 2007 • Gmo Trust

Re: Amendment to the Transfer Agency and Service Agreement (the “Agreement”), dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC and State Street Bank and Trust Company (as successor by merger to Investors Bank & Trust Co.), as amended.

GMO TRUST AMENDMENT NO. 33 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • July 27th, 2007 • Gmo Trust

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

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