0001144204-18-036648 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • June 29th, 2018 • Gmo Trust • Massachusetts

Management Contract executed as of June 21, 2018, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO Strategic Short-Term Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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SCHEDULE A Distribution Agreement GMO TRUST
Distribution Agreement • June 29th, 2018 • Gmo Trust
AMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT
Servicing and Supplemental Support Agreement • June 29th, 2018 • Gmo Trust

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective June 30, 2018, 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, and Class VII (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
Custodian Agreement • June 29th, 2018 • 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 • June 29th, 2018 • Gmo Trust

This Amendment to the Administration Agreement (the “Amendment”) is dated as of May 29, 2018 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
Transfer Agency and Service Agreement • June 29th, 2018 • 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.

GMO TRUST AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • June 29th, 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, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders to establish a new series of GMO Trust, GMO Strategic Short-Term Fund, do hereby direct that this Amendment No. 5 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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