0001193125-14-249339 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • June 25th, 2014 • Gmo Trust

Management Contract executed as of December 20, 1995 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Global Bond Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO., a Massachusetts general partnership (the “Manager”).

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GMO TRUST AMENDMENT NO. 14 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Gmo Trust • June 25th, 2014

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 September 10, 2009 (the “Declaration of Trust”), as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders to establish a new series of GMO Trust, GMO Special Opportunities Fund, do hereby direct that this Amendment No. 14 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust by amending and restating Schedule 3.6 of the Declaration of Trust in its entirety as attached hereto.

SCHEDULE A Distribution Agreement GMO TRUST
Distribution Agreement • June 25th, 2014 • Gmo Trust
GMO TRUST AMENDMENT NO. 15 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Gmo Trust • June 25th, 2014

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 September 10, 2009 (the “Declaration of Trust”), as amended from time to time, 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 one series of GMO Trust, GMO Currency Hedged International Equity Fund, and, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders to change the name of the following series of GMO Trust: (i) “GMO Alternative Asset Opportunity Fund” to “GMO Systematic Global Macro Opportunity Fund,” and (ii) “GMO U.S. Core Equity Fund” to “GMO U.S. Equity Allocation Fund,” do hereby direct that this Amendment No. 15 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declara

AMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT
Supplemental Support Agreement • June 25th, 2014 • Gmo Trust

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective June 30, 2014, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of each of its Class II, Class III, Class IV, Class V, Class VI, and Class VII (each a “Standard Class” and, collectively, the “Standard Classes”) and Mutual Fund Class (the “MF Class” and together with the Standard Classes, 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 (“GMO” or the “Service Provider”), hereby amends and restates the Servicing Agreement, executed as of May 30, 1996, between the Trust and the Service Provider.

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