0001193125-23-180141 Sample Contracts

SCHEDULE A Distribution Agreement (Novation) dated 9.30.2021 GMO TRUST June 30, 2023
Distribution Agreement • June 30th, 2023 • Gmo Trust

IN WITNESS WHEREOF, the Parties have caused this Schedule A to be executed in their names and on their behalf by and through their duly authorized officers.

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GMO TRUST AMENDMENT NO. 17 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • June 30th, 2023 • 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 change the name of “GMO Tax-Managed International Equities Fund,” a series of GMO Trust, to “GMO International Opportunistic Value Fund,” do hereby direct that this Amendment No. 17 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 AND SUPPLEMENTAL SUPPORT AGREEMENT
Servicing and Supplemental Support Agreement • June 30th, 2023 • Gmo Trust

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective June 30, 2023 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.

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