0000950135-05-003635 Sample Contracts

June , 2005 -- Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109 Re: Amendment to the Custodian Agreement (the "Agreement"), dated as of June 29, 2001, between GMO Trust (the "Trust"), on behalf of certain of its series, and...
Custodian Agreement • June 30th, 2005 • Gmo Trust

Re: Amendment to the Custodian Agreement (the "Agreement"), dated as of June 29, 2001, between GMO Trust (the "Trust"), on behalf of certain of its series, and Brown Brothers Harriman & Co. ("BBH") (the "Custodian Agreement"), and the 17f-5 Delegation Schedule dated June 29, 2001 between the Trust, on behalf of certain of its series, and BBH (the "Delegation Schedule").

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June __, 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...
Agency and Service Agreement • June 30th, 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.

W I T N E S S E T H:
Servicing Agreement • June 30th, 2005 • Gmo Trust
AMENDMENT NO. 25 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...
Gmo Trust • June 30th, 2005

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 change the names of the "GMO Small Cap Growth Fund", the "GMO Small Cap Value Fund", and the "GMO Tax-Managed Small Companies Fund", each a series of the GMO Trust, to the "GMO Small/Mid Cap Growth Fund", the "GMO Small/Mid Cap Value Fund", and the "GMO Tax-Managed Small/Mid Cap Fund," respectively, do hereby direct that this Amendment No.25 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.

AMENDMENT NO. 22 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...
Gmo Trust • June 30th, 2005

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 one new series of the GMO Trust, the GMO Developed World Stock Fund, do hereby direct that this Amendment No. 22 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.

AMENDMENT NO. 23 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...
Gmo Trust • June 30th, 2005

The foregoing amendment shall become effective as of the time it is filed with the Secretary of the Commonwealth of Massachusetts.

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