0000950135-08-004604 Sample Contracts

AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • June 27th, 2008 • Gmo Trust

Amended and Restated Management Contract executed as of June 30, 2008 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Developed World Stock 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 • June 27th, 2008 • 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, 2008:

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • June 27th, 2008 • Gmo Trust

This Administration Agreement is amended and restated as of June 30, 2008 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”).

GMO TRUST AMENDMENT NO. 35 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Gmo Trust • June 27th, 2008

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. 34 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • June 27th, 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, hereby rescind the establishment and designation of two series of GMO Trust, GMO U.S. Value Fund and GMO Tax-Managed Small/Mid Cap Fund, and, also having determined that it is desirable and appropriate to change the name of “GMO Global (U.S.+) Equity Allocation Fund,” a series of GMO Trust, to “GMO Global Equity Allocation Fund,” do hereby direct that this Amendment No. 34 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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