Gmo Trust Sample Contracts

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GMO ASIA FUND
Consulting Agreement • February 11th, 1998 • Gmo Trust
RECITALS
Services Agreement • May 1st, 2002 • Gmo Trust • Massachusetts
Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109 Re: Amendment to the Custodian Agreement (the "Agreement"), dated as of June 29, 2001, between GMO Trust (the "Trust"), on behalf of certain of its series of the Trust, and...
Custodian Agreement • August 17th, 2005 • Gmo Trust

Re: Amendment to the Custodian Agreement (the "Agreement"), dated as of June 29, 2001, between GMO Trust (the "Trust"), on behalf of certain of its series of the Trust, and Brown Brothers Harriman & Co. ("BBH")(the "Custodian Agreement") and the 17f-5 Delegation Schedule dated June 29, 2001 between the Trust, on behalf of certain of its series of the Trust, and BBH (the "Delegation Schedule").

WITNESSETH:
Servicing Agreement • June 28th, 2006 • 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 June 30, 2006:

WITNESSETH:
Gmo Trust • June 28th, 2006

THIS AMENDMENT, dated as of the fifteen day of October, 2002, by and between Citistreet LLC ("Citistreet") and GMO Trust, on behalf of each fund listed on Attachment A, severally and not jointly (individually, the "Fund" and collectively, the "Funds").

WITNESSETH:
Administration Agreement • June 28th, 2006 • Gmo Trust
GMO TRUST ---------
Gmo Trust • February 28th, 1997 • Massachusetts
EXHIBIT 1 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • November 26th, 2002 • Gmo Trust • Massachusetts
May 31, 2006 Investors Bank & Trust Company John Hancock Tower 200 Clarendon Street Boston, MA 02116 Re: Amendment to the Transfer Agency and Service Agreement (the "Agreement"), dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van...
Agency and Service Agreement • May 31st, 2006 • Gmo Trust

Re: Amendment to the Transfer Agency and Service Agreement (the "Agreement"), dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC and Investors Bank & Trust Co., as amended.

WITNESSETH:
Service Agreement • June 28th, 2006 • Gmo Trust
GMO TRUST
Agreement and Declaration of Trust • June 4th, 1997 • Gmo Trust • Massachusetts
WITNESSETH:
Administration Agreement • May 1st, 2007 • Gmo Trust
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MANAGEMENT CONTRACT
Management Contract • November 28th, 2022 • Gmo Trust • Massachusetts

Management Contract executed as of November 22, 2022, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO Resource Transition Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

AMENDMENT NO. 32 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST The undersigned, constituting at least a majority of the trustees of the GMO Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement...
Gmo Trust • May 1st, 2007

The undersigned, constituting at least a majority of the trustees of the GMO Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement and Declaration of Trust dated June 23, 2000 (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 and appropriate to change the name of the "GMO Emerging Markets Quality Fund", a series of the GMO Trust, to the "GMO Emerging Markets Opportunities Fund", do hereby direct that this Amendment No. 32 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.

November __, 2002 Investors Bank & Trust Company Financial Product Services 200 Clarendon Street Boston, MA 02116 Re: Transfer Agency and Service Agreement dated August 1, 1991 by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC and...
Gmo Trust • November 26th, 2002

Re: Transfer Agency and Service Agreement dated August 1, 1991 by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC and Investors Bank & Trust Co. (the "Agreement")

WITNESSETH:
Servicing Agreement • May 1st, 2007 • Gmo Trust
November __, 2002 Investors Bank & Trust Company Financial Product Services 200 Clarendon Street Boston, Massachusetts 02116 Re: Custodian Agreement dated August 1, 1991 by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. and Investors Bank &...
Gmo Trust • November 26th, 2002

Re: Custodian Agreement dated August 1, 1991 by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. and Investors Bank & Trust Company ("IBT") (the "Custodian Agreement"); Amended and Restated Delegation Agreement, dated as of June 29, 2001 by and between IBT and GMO Trust, and on behalf of certain of its series of the Trust (the "Delegation Agreement")

W I T N E S S E T H:
Servicing Agreement • August 17th, 2005 • Gmo Trust
September __, 2002 Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109 Re: Custodian Agreement dated June 29, 2001 between GMO Trust, on behalf of certain of its series, and Brown Brothers Harriman & Co. ("BBH") (the "Custodian...
Gmo Trust • September 30th, 2002

Re: Custodian Agreement dated June 29, 2001 between GMO Trust, on behalf of certain of its series, and Brown Brothers Harriman & Co. ("BBH") (the "Custodian Agreement"); Accounting Agency Agreement dated June 29, 2001 between GMO Trust, on behalf of certain of its series, and BBH (the "Accounting Agency Agreement"); 17f-5 Delegation Schedule dated June 29, 2001 between the Trust, on behalf of certain Funds, and BBH ("17f-5 Delegation Schedule")

WITNESSETH:
Management Contract • June 28th, 2006 • Gmo Trust
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