Common use of COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER Clause in Contracts

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Fund will pay no direct fee to the Manager as compensation for the Manager's services rendered hereunder. Since the Manager intends to invest most or all of the Fund's assets in other Funds of GMO Trust, the Manager will be indirectly compensated for its services rendered hereunder pursuant to the terms of other Management Contracts between the Trust, on behalf of other Funds of GMO Trust, and the Manager. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Trust are qualified for offer and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's expenses to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Fund will pay no direct fee to the Manager as compensation for the Manager's services rendered hereunder. Since the Manager intends to invest most or all of the Fund's assets in other Funds of GMO the Trust, the Manager will be indirectly compensated for its services rendered hereunder pursuant to the terms of other Management Contracts between the Trust, on behalf of other Funds of GMO the Trust, and the Manager. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Trust are qualified for offer and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's expenses to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Fund will pay no direct fee to the Manager as compensation for the Manager's services rendered hereunder. Since the Manager intends to invest most or all of the Fund's assets in other Funds of GMO Trust, the Manager will be indirectly compensated for its services rendered hereunder pursuant to the terms of other Management Contracts between the Trust, on behalf of other Funds of GMO Trust, and the Manager. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Trust are qualified for offer and sale, sale or (ii) the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's expenses to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Fund will pay no direct fee to the Manager as compensation for the Manager's allocation services rendered hereunder. Since the Manager intends to invest most or all of the Fund's assets in other Funds of GMO Trust, the Manager will be indirectly compensated for its services rendered hereunder pursuant to the terms of other Management Contracts between the Trust, on behalf of such other Funds of GMO Trust, and the Manager. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Trust are qualified for offer and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's expenses to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.