Gmo Trust Sample Contracts

Gmo TrustState Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (October 23rd, 2020)

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 TrustState Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (October 23rd, 2020)

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”)

Gmo TrustState Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (October 23rd, 2020)

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”)

Gmo TrustAMENDMENT TO ADMINISTRATION AGREEMENT (October 23rd, 2020)

This Amendment to the Administration Agreement (the “Amendment”) is dated as of August 21, 2020 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).

Gmo TrustSCHEDULE A Distribution Agreement (Novation) dated 05.31.2017 GMO TRUST October 23, 2020 (October 23rd, 2020)
Gmo TrustAMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT (October 23rd, 2020)

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective October 23, 2020 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.

Gmo TrustState Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (August 11th, 2020)

Re: FORM OF 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 TrustMANAGEMENT CONTRACT (August 11th, 2020)

Management Contract executed as of August 11, 2020, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO GMO-Usonian Japan Value Creation Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

Gmo TrustAMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT (August 11th, 2020)

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective August 11, 2020 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.

Gmo TrustState Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (August 11th, 2020)

Re: FORM OF 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”)

Gmo TrustGMO TRUST AMENDMENT NO. 11 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (August 11th, 2020)

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-Usonian Japan Value Creation Fund, do hereby direct that this Amendment No. 11 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.

Gmo TrustDATE] (August 11th, 2020)

Re: FORM OF 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”)

Gmo TrustFORM OF AMENDMENT TO ADMINISTRATION AGREEMENT (August 11th, 2020)

This Amendment to the Administration Agreement (the “Amendment”) is dated as of ___________ 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).

Gmo TrustApril 30, 2020 (June 30th, 2020)

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”)

Gmo TrustGMO TRUST AMENDMENT NO. 10 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (June 30th, 2020)

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, hereby rescind the establishment and designation of two series of GMO Trust, GMO Foreign Small Companies Fund and GMO Alpha Only Fund, and, having determined that it is desirable, appropriate and consistent with the fair and equitable treatment of all shareholders to change the names of the following series of GMO Trust: (i) “GMO Emerging Country Debt Share Fund” to “GMO Emerging Country Debt Shares Fund” and (ii) “GMO Core Plus Bond Fund” to “GMO Multi-Sector Fixed Income Fund”, do hereby direct that this Amendment No. 10 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declarati

Gmo TrustGRANTHAM, MAYO, VAN OTTERLOO & CO. LLC Agreement to Reduce Management Fee (June 30th, 2020)

AGREEMENT made as of June 30, 2020 by and between GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Advisor”), and GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO Emerging Markets Fund (the “Fund”).

Gmo TrustAMENDMENT TO OPERATING AGREEMENT (June 30th, 2020)

This Amendment to the Operating Agreement is made as of December 30, 2019, between Charles Schwab & Co., Inc. (“Schwab”), a California corporation, Grantham, Mayo, Van Otterloo & Co. LLC (“Fund Affiliate”), and each registered investment company (“Fund Company”) executing this Amendment on its own behalf and on behalf of each of its series or classes of shares (“Fund(s)”) listed on Schedule I to the Operating Agreement, made as of April 19, 2000, as amended thereafter (“Operating Agreement”). This Amendment amends the Operating Agreement. All capitalized terms used in the Amendment and not defined herein shall have the meaning ascribed to them in the Operating Agreement. Fund Company and Fund Affiliate are collectively referred to herein as (“Fund Parties”).

Gmo TrustJune 3, 2020 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (June 30th, 2020)

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”)

Gmo TrustMANAGEMENT CONTRACT (June 30th, 2020)

Management Contract executed as of June 4, 2020, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO Emerging Country Debt Shares Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

Gmo TrustAMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT (June 30th, 2020)

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective June 30, 2020, 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.

Gmo TrustSCHEDULE A Distribution Agreement (Novation) dated 05.31.2017 GMO TRUST June 30, 2020 (June 30th, 2020)
Gmo TrustState Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (June 30th, 2020)

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 TrustAMENDMENT TO ADMINISTRATION AGREEMENT (June 30th, 2020)

This Amendment to the Administration Agreement (the “Amendment”) is dated as of June 3, 2020 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).

Gmo TrustAMENDMENT TO ADMINISTRATION AGREEMENT (June 30th, 2020)

This Amendment to the Administration Agreement (the “Amendment”) is dated as of April 30, 2020 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).

Gmo TrustApril 30, 2020 (June 30th, 2020)

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”)

Gmo TrustState Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (June 30th, 2020)

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 TrustJune 3, 2020 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (June 30th, 2020)

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”)

Gmo TrustFORM OF AMENDMENT TO ADMINISTRATION AGREEMENT (April 16th, 2020)

This Amendment to the Administration Agreement (the “Amendment”) is dated as of ___________ 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).

Gmo TrustDATE] (April 16th, 2020)

Re: FORM OF 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 TrustDATE] (April 16th, 2020)

Re: FORM OF 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”)

Gmo TrustAMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT (April 16th, 2020)

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective April 13, 2020 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.

Gmo TrustGMO TRUST AMENDMENT NO. 9 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (April 16th, 2020)

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 two new Series of GMO Trust, GMO Cyclical Focus Fund and GMO Emerging Country Debt Share Fund, do hereby direct that this Amendment No. 9 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.

Gmo TrustMANAGEMENT CONTRACT (April 16th, 2020)

Management Contract executed as of April 13, 2020, between GMO TRUST, a Massachusetts business trust (the “Trust”), on behalf of its series, GMO Cyclical Focus Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

Gmo TrustDATE] (April 16th, 2020)

Re: FORM OF 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”)

Gmo TrustState Street Bank and Trust Company One Lincoln Street Boston, MA 02111 (June 28th, 2019)

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.