0000950135-08-005136 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • July 25th, 2008 • Gmo Trust

Management Contract executed as of June 16, 2008 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Flexible Equities Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109
Custodian Agreement • July 25th, 2008 • Gmo Trust

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 and BBH, as amended (the “Delegation Schedule”); and the Accounting Agency Agreement, dated as of June 29, 2001, by and between GMO Trust and BBH, as amended (the “Accounting Agency Agreement”)

AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • July 25th, 2008 • 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, 2008:

State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Transfer Agency and Service Agreement • July 25th, 2008 • 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 State Street Bank and Trust Company (as successor by merger to Investors Bank & Trust Co.), as amended.

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