0001104659-21-087419 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • June 30th, 2021 • Gmo Trust • Massachusetts

Management Contract executed as of June 30, 2021, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO Emerging Markets ex-China 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 • 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”).

State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Gmo Trust • June 30th, 2021

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” )

AMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT
Supplemental Support Agreement • June 30th, 2021 • Gmo Trust

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective June 30, 2021 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 • June 30th, 2021 • 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.

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • June 30th, 2021 • Gmo Trust

This Amendment to the Administration Agreement (the “Amendment”) is dated as of June 9, 2021 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).

GMO TRUST AMENDMENT NO. 13 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Gmo Trust • June 30th, 2021

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 five series of GMO Trust, GMO High Quality Short Duration Bond Fund, GMO Risk Premium Fund, GMO Special Opportunities Fund, GMO Strategic Short-Term Fund and GMO GAAR Implementation Fund, and having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders (i) to establish a new series of GMO Trust, GMO Emerging Markets ex-China Fund, and (ii) to change the name of the “GMO Cyclical Focus Fund,” a series of GMO Trust, to “GMO Quality Cyclicals Fund,” do hereby direct that this Amendment No. 13 be filed with th

SCHEDULE A Distribution Agreement (Novation) dated 05.31.2017 GMO TRUST June 30, 2021
Distribution Agreement • June 30th, 2021 • Gmo Trust
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