MANAGEMENT CONTRACTManagement Contract • August 2nd, 2010 • Gmo Trust
Management Contract executed as of August 2, 2010 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Emerging Domestic Opportunities Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).
SCHEDULE A Distribution Agreement GMO TRUST 40 Rowes Wharf, Boston, MA 02110Distribution Agreement • August 2nd, 2010 • Gmo Trust
May 21, 2010 Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109Custodian Agreement • August 2nd, 2010 • Gmo Trust
Re: Amendment to the Custodian Agreement, dated as of June 29, 2001, by and between GMO Trust and Brown Brothers Harriman & Co. (“BBH”), as amended (the “Custodian Agreement”); the 17f-5 Delegation Schedule, dated as of June 29, 2001, by and between GMO Trust and BBH, as amended (the “Delegation Schedule”); and the Accounting Agency Agreement, dated as of June 29, 2001, by and between GMO Trust and BBH, as amended (the “Accounting Agency Agreement”)
AMENDED AND RESTATED SERVICING AGREEMENTServicing Agreement • August 2nd, 2010 • 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 May 18, 2010:
GMO TRUST AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAmended and Restated Agreement and Declaration of Trust • August 2nd, 2010 • 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 September 10, 2009 (the “Declaration of Trust”), a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders to establish one new series of GMO Trust, GMO Emerging Domestic Opportunities Fund, do hereby direct that this Amendment No. 2 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 to the Declaration of Trust in its entirety as attached hereto.
State Street Bank and Trust Company One Lincoln Street Boston, MA 02111Transfer Agency and Service Agreement • August 2nd, 2010 • 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.
