0000950135-05-004793 Sample Contracts

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 of the Trust, and...
Custodian Agreement • August 17th, 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 of the Trust, 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 of the Trust, and BBH (the "Delegation Schedule").

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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 Otterloo & Co. LLC...
Agency and Service Agreement • August 17th, 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.

Investors Bank & Trust Company Financial Products Services 200 Clarendon Street Boston, Massachusetts 02116 Re: Amendment to the Custodian Agreement (the "Agreement"), dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co....
The Custodian Agreement • August 17th, 2005 • Gmo Trust

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

W I T N E S S E T H:
Servicing Agreement • August 17th, 2005 • Gmo Trust
WITNESSETH:
Management Contract • August 17th, 2005 • Gmo Trust
AMENDMENT NO. 26 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 • August 17th, 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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