0000950135-09-001746 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • March 13th, 2009 • Gmo Trust

Management Contract executed as of March 16, 2009 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Asset Allocation Bond Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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SCHEDULE A Distribution Agreement GMO TRUST
Distribution Agreement • March 13th, 2009 • Gmo Trust
AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • March 13th, 2009 • 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 December 4, 2008:

March 10, 2009 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Transfer Agency and Service Agreement • March 13th, 2009 • Gmo Trust

Re: Amendment to the Transfer Agency and Service Agreement (the “Agreement”), dated August 1, 1991, by and among GMO Trust, on behalf of certain of its series of the 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.

March 10, 2009 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Custodian Agreement • March 13th, 2009 • Gmo Trust

Re: Amendment to the Custodian Agreement (the “Agreement”), dated as of August 1, 1991, by and among GMO Trust, on behalf of certain of its series of the Trust, Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) and State Street Bank and Trust Company (“State Street Bank”) (as successor by merger to 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 State Street Bank (as successor by merger to IBT) and GMO Trust, on behalf of certain of its series of the Trust, as amended (the “Delegation Agreement”)

March 10, 2009 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Custodian Agreement • March 13th, 2009 • Gmo Trust

Re: Amendment to the Custodian Agreement (the “Agreement”), dated as of August 1, 1991, by and among GMO Trust, on behalf of certain of its series of the Trust, Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) and State Street Bank and Trust Company (“State Street Bank”) (as successor by merger to 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 State Street Bank (as successor by merger to IBT) and GMO Trust, on behalf of certain of its series of the Trust, as amended (the “Delegation Agreement”)

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