0001104659-22-101512 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • September 20th, 2022 • Gmo Trust • Massachusetts

Management Contract executed as of September 20, 2022, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO Small Cap Quality Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Transfer Agency and Service Agreement • September 20th, 2022 • 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
Custodian Agreement • September 20th, 2022 • Gmo Trust

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 • September 20th, 2022 • Gmo Trust

This Amendment to the Administration Agreement (the “Amendment”) is dated as of September 12, 2022 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).

State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Custodian Agreement • September 20th, 2022 • Gmo Trust

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” )

GMO TRUST AMENDMENT NO. 14 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • September 20th, 2022 • 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, 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 Small Cap Quality Fund, do hereby direct that this Amendment No. 14 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.

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