Gmo Trust Sample Contracts

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May 31, 2006 Investors Bank & Trust Company John Hancock Tower 200 Clarendon Street Boston, MA 02116 Re: Amendment to the Transfer Agency and Service Agreement (the "Agreement"), dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van...
Transfer Agency and Service Agreement • May 31st, 2006 • 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 Investors Bank & Trust Co., as amended.

RECITALS
Services Agreement • May 1st, 2002 • Gmo Trust • Massachusetts
WITNESSETH:
Service Agreement • June 28th, 2006 • Gmo Trust
GMO ASIA FUND
Consulting Agreement • February 11th, 1998 • Gmo Trust
WITNESSETH:
Administration Agreement • June 28th, 2006 • Gmo Trust
EXHIBIT 1 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • November 26th, 2002 • Gmo Trust • Massachusetts
WITNESSETH:
Shareholder Services Agreement • June 28th, 2006 • Gmo Trust
AMENDED AND RESTATED BY-LAWS OF GMO TRUST ARTICLE 1
By-Laws • February 28th, 1997 • Gmo Trust
AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ------------------------------------------------------- The undersigned, constituting at least a majority of the trustees of GMO Trust, a Massachusetts business trust created...
Amended and Restated Agreement and Declaration of Trust • April 30th, 2018 • Gmo Trust

The undersigned, constituting at least a majority of the trustees of GMO Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement and Declaration of Trust dated March 9, 2016 (the "Declaration of Trust"), as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, hereby rescind the establishment and designation of four series of GMO Trust, GMO Currency Hedged International Bond Fund, GMO Emerging Countries Fund, GMO Foreign Fund and GMO Global Focused Equity Fund, and do hereby direct that this Amendment No. 3 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust by amending and restating Schedule 3.6 of the Declaration of Trust in its entirety as attached hereto.

EXHIBIT 1 GMO TRUST AMENDMENT NO. 26 TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • March 13th, 1996 • Gmo Trust
MANAGEMENT CONTRACT
Management Contract • November 28th, 2022 • Gmo Trust • Massachusetts

Management Contract executed as of November 22, 2022, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO Resource Transition Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

W I T N E S S E T H:
Servicing Agreement • August 17th, 2005 • Gmo Trust
WITNESSETH:
Administration Agreement • May 1st, 2007 • Gmo Trust
DISTRIBUTION AGREEMENT
Distribution Agreement • June 28th, 2024 • Gmo Trust • Delaware
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GMO TRUST AMENDMENT NO. 24 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • June 30th, 2005 • Gmo Trust
WITNESSETH:
Servicing Agreement • May 1st, 2007 • Gmo Trust
WITNESSETH:
Management Contract • June 28th, 2006 • Gmo Trust
WITNESSETH:
Custodian Contract • May 1st, 2002 • Gmo Trust • Massachusetts
WITNESSETH:
Management Contract • June 28th, 2006 • Gmo Trust
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 30th, 2021 • Gmo Trust • Massachusetts

This SUB-ADVISORY AGREEMENT, dated as of June 30, 2021 (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 Markets ex-China Fund (the “Fund”).

WITNESSETH:
Servicing Agreement • June 28th, 2006 • 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, 2006:

WITNESSETH:
Management Contract • June 28th, 2006 • Gmo Trust

Management Contract executed as of February __, 1998 between GMO TRUST, a Massachusetts business trust (the "Trust") on behalf of its GMO Asia Fund (the "Fund"), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the "Manager").

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