0001104659-20-117681 Sample Contracts

State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Gmo Trust • October 23rd, 2020

Re: Amendment to the Amended and Restated Custodian Agreement, dated as of August 8,2017, by and among GMO Trust, on behalf of its series of the Trust, Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) and State Street Bank and Trust Company (“State Street Bank”), as amended (the “Custodian Agreement”), and the Amended and Restated Delegation Agreement, dated as of June 29, 2001, by and between State Street Bank and GMO Trust, on behalf of its series of the Trust, as amended (the “Delegation Agreement”)

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AMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT
Supplemental Support Agreement • October 23rd, 2020 • Gmo Trust

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective October 23, 2020 between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of each of its Class II, Class III, Class IV, Class V, Class VI, Class VII, Class I, and Class R6 (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.

State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Agency and Service Agreement • October 23rd, 2020 • 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.

State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Gmo Trust • October 23rd, 2020

Re: Amendment to the Amended and Restated Custodian Agreement, dated as of August 8,2017, by and among GMO Trust, on behalf of its series of the Trust, Grantham, Mayo, Van Otterloo& Co. LLC (“GMO”) and State Street Bank and Trust Company (“State Street Bank”), as amended (the “Custodian Agreement”), and the Amended and Restated Delegation Agreement, dated as of June 29, 2001, by and between State Street Bank and GMO Trust, on behalf of its series of the Trust, as amended (the “Delegation Agreement”)

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • October 23rd, 2020 • Gmo Trust

This Amendment to the Administration Agreement (the “Amendment”) is dated as of August 21, 2020 by and between Grantham, Mayo Van Otterloo & Co. LLC, a Massachusetts limited liability company (“GMO”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement (as defined below).

SCHEDULE A Placement Agency Agreement GMO TRUST
Gmo Trust • October 23rd, 2020
SCHEDULE A Distribution Agreement (Novation) dated 05.31.2017 GMO TRUST October 23, 2020
Distribution Agreement • October 23rd, 2020 • Gmo Trust
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