MANAGEMENT CONTRACTManagement Contract • December 6th, 2011 • Gmo Trust
Management Contract executed as of December 6th, 2011 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its series GMO Resources Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).
SCHEDULE A Distribution Agreement GMO TRUSTDistribution Agreement • December 6th, 2011 • Gmo Trust
Brown Brothers Harriman & Co.Custodian Agreement • December 6th, 2011 • Gmo Trust
GMO TRUST AMENDMENT NO. 7 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAmended and Restated Agreement and Declaration of Trust • December 6th, 2011 • 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”), 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 and appropriate and consistent with the fair and equitable treatment of all shareholders to change the name of “GMO U.S. Small/Mid Cap Value Fund,” a series of GMO Trust, to “GMO U.S. Small/Mid Cap Fund,” do hereby direct that this Amendment No. 7 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.
AMENDED AND RESTATED SERVICING AGREEMENTServicing Agreement • December 6th, 2011 • 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 December 6, 2011:
June 1, 2010 State Street Bank and Trust Company Attn: Transfer AgentTransfer Agency and Service Agreement • December 6th, 2011 • Gmo Trust
Pursuant to the Transfer Agency and Service Agreement, dated August 1, 1991, by and among GMO Trust (the “Trust”), on behalf of certain of its series of the Trust, Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) and State Street Bank and Trust Company (as successor by merger to Investors Bank & Trust Co.), as amended (the “Agreement”), State Street Bank and Trust Company (“State Street”) serves as transfer agent, dividend disbursing agent and agent for certain other activities for the Trust. The purpose of this letter is to instruct State Street to follow the procedures set forth below (the “Procedures”) so that certain conditions set forth by the staff of the Securities and Exchange Commission in a line of “no action” letters1 may be met in connection with the investment by certain series of the Trust (each, a “Fund of Funds”) in shares issued by other series of the Trust (each, an “Underlying Fund”), and which shares are maintained in the name of the relevant Fund of Funds in the book
State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 November 17, 2011Transfer Agency and Service Agreement • December 6th, 2011 • 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. 6 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAmended and Restated Agreement and Declaration of Trust • December 6th, 2011 • 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”), 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 (i) create a new Class of Shares and (ii) establish a new series of GMO Trust, GMO Implementation Fund, do hereby direct that this Amendment No. 6 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust by:
GMO TRUST AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAmended and Restated Agreement and Declaration of Trust • December 6th, 2011 • 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 a new series of GMO Trust, GMO Resources Fund, and, also having determined that it is desirable and appropriate to change the name of “GMO Global Balanced Asset Allocation Fund,” a series of GMO Trust, to “GMO Global Asset Allocation Fund,” effective as of September 15, 2011, 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 to the Declaration of Trust in its entirety a
