0001193125-13-187648 Sample Contracts

AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • April 30th, 2013 • Gmo Trust

Amended and Restated Management Contract executed as of September 30, 2012 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its series GMO U.S. Small/Mid Cap 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 • April 30th, 2013 • Gmo Trust
AMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT
Servicing and Supplemental Support Agreement • April 30th, 2013 • Gmo Trust

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective March 14, 2013, 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 “Standard Class” and, collectively, the “Standard Classes”) and Mutual Fund Class (the “MF Class” and together with the Standard Classes, 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 (“GMO” or the “Service Provider”), hereby amends and restates the Servicing Agreement, executed as of May 30, 1996, between the Trust and the Service Provider.

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