0000950123-11-062897 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • June 29th, 2011 • Gmo Trust

Management Contract executed as of June 30, 2011 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO International Large/Mid Cap Value Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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Re: Amendment to the Custodian Agreement, dated as of June 29, 2001, by and between GMO Trust and Brown Brothers Harriman & Co. (“BBH”), as amended (the “Custodian Agreement”); the 17f-5 Delegation Schedule, dated as of June 29, 2001, by and between...
Gmo Trust • June 29th, 2011

GMO Trust hereby notifies you that it has established two additional series of shares, namely, GMO Asset Allocation International Small Companies Fund and GMO International Large/Mid Cap Value Fund (each a “New Fund” and collectively, the “New Funds”). The Trust (as defined in each of the Custodian Agreement, the Delegation Schedule, and the Accounting Agency Agreement) desires that you serve as (i) custodian of the assets of each New Fund under the terms of the Custodian Agreement, (ii) delegate with respect to the assets of each New Fund under the terms of the Delegation Schedule, and (iii) accounting agent of the assets of each New Fund under the terms of the Accounting Agency Agreement.

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