0001193125-15-127669 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • April 13th, 2015 • Gmo Trust

Management Contract executed as of April 13, 2015 between GMO TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO GAAR Implementation Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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MANAGEMENT CONTRACT
Management Contract • April 13th, 2015 • Gmo Trust

Management Contract executed as of April 13, 2015 among GMO GAAR Implementation SPC Ltd., a company incorporated under the provisions of the Companies Act 1981 of Bermuda on the 10th day of March 2015 as an exempted company (the “Company”) and a wholly owned subsidiary of GMO GAAR Implementation Fund (the “Fund”), a series of GMO Trust, a Massachusetts business trust (the “Trust”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Gmo Trust • April 13th, 2015

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”) (as successor by merger to Investors Bank & Trust Co. (“IBT”)), as amended (the “Custodian Agreement”), and the Amended and Restated Delegation Agreement, dated as of June 29, 2001, by and between State Street Bank (as successor by merger to IBT) and GMO Trust, on behalf of certain of its series of the Trust, as amended (the “Delegation Agreement”)

GMO TRUST AMENDMENT NO. 18 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Gmo Trust • April 13th, 2015

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”), 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 GAAR Implementation Fund, do hereby direct that this Amendment No. 18 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.

State Street Bank and Trust Company One Lincoln Street Boston, MA 02111
Agency and Service Agreement • April 13th, 2015 • Gmo Trust

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 TRUST - and - GMO U.K. LIMITED DISTRIBUTION AGREEMENT
Distribution Agreement • April 13th, 2015 • Gmo Trust • Massachusetts

GMO TRUST a Massachusetts business trust having its registered office at 40 Rowes Wharf, Boston, Massachusetts, 02110, United States (hereinafter called the “Company”);

GMO TRUST AMENDMENT NO. 17 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Gmo Trust • April 13th, 2015

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”), 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, do hereby direct that this Amendment No. 17 be filed with the Secretary of the Commonwealth of Massachusetts and do hereby amend and restate Section 4 of Article VI of the Declaration of Trust as follows:

AMENDMENT TO THE CUSTODIAN AGREEMENT, DATED AS OF AUGUST 1, 1991, BY AND AMONG GMO TRUST (THE “TRUST”), ON BEHALF OF CERTAIN OF ITS SERIES OF THE TRUST (EACH, A “FUND”), GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC (“GMO”) AND STATE STREET BANK AND TRUST...
Custodian Agreement • April 13th, 2015 • Gmo Trust

This amendment (the “Amendment”) is entered into as of February 17, 2015 (the “Effective Date”) between the Trust on behalf of each Fund subject to the Agreement, GMO, and the Bank.

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