0001193125-16-636909 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 30th, 2016 • Gmo Trust • Massachusetts

This SUB-ADVISORY AGREEMENT, dated as of June 9, 2016 (the “Agreement”), is among Grantham, Mayo, Van Otterloo & Co. LLC (the “Manager”), a Massachusetts limited liability company, GMO Singapore Pte. Limited (the “Sub-Adviser”), a Singapore limited company and an indirect, wholly-owned subsidiary of the Manager, and GMO Trust, a Massachusetts business trust (the “Trust”) on behalf of its GMO Taiwan Fund (the “Fund”).

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SCHEDULE A Distribution Agreement GMO TRUST
Distribution Agreement • June 30th, 2016 • Gmo Trust
AMENDED AND RESTATED SERVICING AND SUPPLEMENTAL SUPPORT AGREEMENT
Supplemental Support Agreement • June 30th, 2016 • Gmo Trust

This Amended and Restated Servicing and Supplemental Support Agreement (the “Agreement”), effective June 30, 2016, 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, and Class VII (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.

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