0000950135-06-004122 Sample Contracts

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Service Agreement • June 28th, 2006 • Gmo Trust
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Administration Agreement • June 28th, 2006 • Gmo Trust
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Shareholder Services Agreement • June 28th, 2006 • Gmo Trust
AMENDMENT NO. 14 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 • June 28th, 2006 • 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 and designate one new series of the GMO Trust, "GMO Real Asset Fund," do hereby direct that this Amendment No. 14 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.

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Management Contract • June 28th, 2006 • Gmo Trust
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Management Contract • June 28th, 2006 • Gmo Trust
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Servicing Agreement • June 28th, 2006 • Gmo Trust

The Servicing Agreement executed as of May 30, 1996 between GMO TRUST, a Massachusetts business trust (the "Trust") on behalf of each of its Class II, Class III, Class IV, Class V and Class VI (each a "Class" and collectively the "Classes") Shares (the "Shares") of each Fund listed on Exhibit I hereto (collectively, the "Funds"), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the "Shareholder Servicer"), is hereby amended and restated effective June 30, 2006:

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Management Contract • June 28th, 2006 • Gmo Trust

Management Contract executed as of February __, 1998 between GMO TRUST, a Massachusetts business trust (the "Trust") on behalf of its GMO Asia Fund (the "Fund"), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the "Manager").

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Management Contract • June 28th, 2006 • Gmo Trust
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Management Contract • June 28th, 2006 • Gmo Trust
GMO TRUST AMENDMENT NO. 17 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • June 28th, 2006 • Gmo Trust
AMENDMENT NO. 30 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 • June 28th, 2006 • 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, appropriate and consistent with the fair and equitable treatment of all shareholders to change the name of the "GMO U.S. Sector Fund," a series of GMO Trust, to "GMO U.S. Equity Allocation Fund," do hereby direct that this Amendment No. 30 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.

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Management Contract • June 28th, 2006 • Gmo Trust

Management Contract executed as of June 19, 2003 between GMO TRUST, a Massachusetts business trust (the "Trust") on behalf of its GMO Benchmark-Free Allocation Fund (the "Fund"), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the "Manager").

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Management Contract • June 28th, 2006 • Gmo Trust
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Funds Trading Agreement • June 28th, 2006 • Gmo Trust • Massachusetts
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Transfer Agency and Service Agreement • June 28th, 2006 • Gmo Trust • Massachusetts

AGREEMENT made as of this lst day of August, 1991 by and among GMO TRUST, a business trust established under the laws of the Commonwealth of Massachusetts (the "Company") on behalf of the GMO Core Fund, GMO SAF Core Fund, GMO Value Allocation Fund, GMO Growth Fund, GMO Short-Term Income Fund, GMO International Core Fund, GMO Japan Fund and any other series of the Trust currently existing or hereafter created, as shall be mutually agreed to by the parties hereto to be subject to this Agreement in accordance with Article 17 (each such series referred to herein as the "Fund" and collectively as the "Funds"), GRANTHAM, MAYO, VAN OTTERLOO & CO., a Massachusetts General Partnership, (the "Manager") and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").

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