0001193125-14-040690 Sample Contracts

AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • February 7th, 2014 • Gmo Trust

Amended and Restated Management Contract executed as of [ ], between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its series GMO Short-Duration Collateral Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 7th, 2014 • Gmo Trust

This SUB-ADVISORY AGREEMENT, dated as of December 30, 2013 (the “Agreement”), is among Grantham, Mayo, Van Otterloo & Co. LLC (the “Manager”), a Massachusetts limited liability company, GMO Singapore Pte. Limited (the “Sub-Adviser”), a Singapore limited company and an indirect, wholly-owned subsidiary of the Manager, and GMO Trust, a Massachusetts business trust (the “Trust”) on behalf of its GMO Emerging Domestic Opportunities Fund (the “Fund”).

AMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT
Servicing and Supplemental Support Agreement • February 7th, 2014 • Gmo Trust

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective December 6, 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.

SCHEDULE A Distribution Agreement GMO TRUST
Distribution Agreement • February 7th, 2014 • Gmo Trust
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