MANAGEMENT CONTRACTManagement Contract • December 3rd, 2009 • Gmo Trust
Management Contract executed as of December 2, 2009 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Debt Opportunities Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).
AMENDED AND RESTATED SERVICING AGREEMENTServicing Agreement • December 3rd, 2009 • 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 2, 2009:
SCHEDULE A Distribution Agreement GMO TRUSTDistribution Agreement • December 3rd, 2009 • Gmo Trust
Re: Amendment to the Custodian Agreement, dated as of August 1, 1991, by and among GMO 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 (“State Street Bank”)...Gmo Trust • December 3rd, 2009
Furthermore, please sign below to reflect your agreement to amend Schedule A to each of the Remote Access Services Agreement, dated as of November 6, 2008, and the Funds Transfer and Transaction Operating Guidelines Agreement, dated as of November 4, 2008, each by and among State Street Bank and the Trust on behalf of each of its series listed on Schedule A thereto, in order to add the New Funds to each such Schedule A.
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...Agency and Service Agreement • December 3rd, 2009 • Gmo Trust
Pursuant to Article 17 of the Agreement, GMO Trust (the “Trust”) hereby notifies you that it has created two new series of shares, namely, GMO Debt Opportunities Fund and GMO High Quality Short-Duration Bond Fund (each a “New Fund,” and collectively the “New Funds”) with respect to which the Trust and the Manager (as defined in the Agreement) desire that you serve as transfer agent under the terms of the Agreement.
GMO TRUST AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTGmo Trust • December 3rd, 2009
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 two new series of GMO Trust, GMO Debt Opportunities Fund and GMO High Quality Short-Duration Bond Fund, do hereby direct that this Amendment No. 1 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 as attached hereto.
