0001193125-14-272771 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • July 18th, 2014 • Gmo Trust

Management Contract executed as of June 27, 2014 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Special Opportunities Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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MANAGEMENT CONTRACT
Management Contract • July 18th, 2014 • Gmo Trust

Management Contract executed as of July 9, 2014 among GMO Special Opportunities SPC Ltd., a company incorporated under the provisions of the Companies Act 1981 of Bermuda on the 12th day of June 2014 as an exempted company (the “Company”) and a wholly owned subsidiary of GMO Special Opportunities Fund (the “Fund”), a series of GMO Trust, a Massachusetts business trust (the “Trust”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

July 1, 2014
Gmo Trust • July 18th, 2014

Re: Amendment to the Custodian 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”)

July 1, 2014
Agency and Service Agreement • July 18th, 2014 • 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.

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