0001571049-17-006410 Sample Contracts

FORM OF AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • June 30th, 2017 • Gmo Trust

Amended and Restated Management Contract executed as of _________ between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Foreign Small Companies Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO., a Massachusetts limited liability company (the “Manager”).

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Distribution Agreement
Distribution Agreement • June 30th, 2017 • Gmo Trust • Massachusetts

Effective as of the closing of the Transaction, FDI and the Trust, on behalf of each series thereof listed on Schedule A to the Amended and Restated Distribution Agreement between the parties effective as of June 30, 2012, as amended (the “Existing Agreement”), as such schedule may be amended from time to time, separately and not jointly (each a “Fund” and collectively, the “Funds”), hereby enter into this Agreement on terms identical to those of the Existing Agreement except as noted below, and this Agreement hereby incorporates all terms of the Existing Agreement except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

Master Placement Agency Agreement
Master Placement Agency Agreement • June 30th, 2017 • Gmo Trust • Massachusetts

THIS MASTER PLACEMENT AGENCY AGREEMENT (“Agreement”) is by and between Funds Distributor, LLC (the “Placement Agent”) and GMO Trust (the “Trust”).

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • June 30th, 2017 • Gmo Trust

This Amendment to the Administration Agreement (the “Amendment”) is dated as of March 30, 2017 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).

CONFORMING ADMINISTRATION AGREEMENT
Administration Agreement • June 30th, 2017 • Gmo Trust • Massachusetts

Conforming Administration Agreement (the “Conforming Agreement”), made as of this 23rd day of August, 2011, by and between Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) and State Street Bank and Trust Company (as successor by merger to Investors Bank & Trust Company) (“State Street Bank”).

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