0001193125-11-335196 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • December 8th, 2011 • Gmo Trust

Management Contract executed as of December 5th, 2011 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its series GMO Implementation Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Gmo Trust • December 8th, 2011

Re: Amendment to the Custodian Agreement, dated as of August 1, 1991, by and among GMO Trust, on behalf of certain of its series of the 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 One Lincoln Street Boston, MA 02111
Agency and Service Agreement • December 8th, 2011 • Gmo Trust

Re: Amendment to the Transfer Agency and Service Agreement (the “Agreement”), dated August 1, 1991, by and among GMO Trust, on behalf of certain of its series of the 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.

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