0000950135-05-001722 Sample Contracts

January _____, 2005 Investors Bank & Trust Company John Hancock Tower 200 Clarendon Street Boston, MA 02116 Re: Amendment to the Transfer Agency and Service Agreement (the "Agreement"), dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van...
Transfer Agency and Service Agreement • March 29th, 2005 • Gmo Trust

Re: Amendment to the Transfer Agency and Service Agreement (the "Agreement"), dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC and Investors Bank & Trust Co., as amended.

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GMO TRUST GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC 40 ROWES WHARF BOSTON, MA 02110
Custodian Agreement • March 29th, 2005 • Gmo Trust

Re: Amendment to the Custodian Agreement, dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC (formerly, Grantham, Mayo, Van Otterloo & Co.) ("GMO") and Investors Bank & Trust Company ("IBT"), as amended (the "Custodian Agreement") and the Amended and Restated Delegation Agreement, dated as of June 29, 2001, by and between IBT and GMO Trust, and on behalf of certain of its series of the Trust, as amended (the "Delegation Agreement").

AMENDMENT NO. 19 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST The undersigned, constituting at least a majority of the trustees of the GMO Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement...
Amended and Restated Agreement and Declaration of Trust • March 29th, 2005 • Gmo Trust

The undersigned, constituting at least a majority of the trustees of the GMO Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement and Declaration of Trust dated June 23, 2000 (the "Declaration of Trust"), 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 to establish a new series of the GMO Trust, the GMO Alternative Asset Opportunity Fund, do hereby direct that this Amendment No. 19 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust so that Schedule 3.6 of the Declaration of Trust is amended and restated in its entirety as attached hereto.

APPLEBY CORPORATE SERVICES CONTENTS
Corporate Administrative Services Agreement • March 29th, 2005 • Gmo Trust
BETWEEN
Custodian Agreement • March 29th, 2005 • Gmo Trust • Massachusetts
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