0000897436-12-000480 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • October 29th, 2012 • Gmo Trust

Management Contract executed as of September 12, 2012 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its series GMO Risk Premium Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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GMO TRUST AMENDMENT NO. 11 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • October 29th, 2012 • 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 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 and appropriate and consistent with the fair and equitable treatment of all shareholders to change the name of “GMO Options Fund,” a series of GMO Trust, to “GMO Risk Premium Fund,” do hereby direct that this Amendment No. 11 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.

GMO TRUST AMENDMENT NO. 9 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • October 29th, 2012 • 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 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 fourteen series of GMO Trust, GMO Tobacco-Free Core Fund, GMO U.S. Small/Mid Cap Growth Fund, GMO Tax-Managed U.S. Equities Fund, GMO Arlington Fund, GMO Berkeley Fund, GMO Clarendon Fund, GMO Dartmouth Fund, GMO Exeter Fund, GMO Fairfield Fund, GMO Gloucester Fund, GMO Hereford Fund, GMO Ipswich Fund, GMO St. James Fund, and GMO World Opportunity Overlay Share Fund, and, do hereby direct that this Amendment No. 9 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

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