GMO Series Trust Sample Contracts

MANAGEMENT CONTRACT
Management Contract • December 21st, 2011 • GMO Series Trust

Management Contract executed as of December 21, 2011 between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Benchmark-Free Allocation Series 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 • December 6th, 2017 • GMO Series Trust • Massachusetts

Management Contract (the “Agreement”) executed as of December 6, 2017, between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of GMO Climate Change Series Fund (the “Fund”), a series of the Trust, and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • December 14th, 2018 • GMO Series Trust

This Administration Agreement is amended and restated as of December 14, 2018, between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of each of its series listed on Exhibit I hereto (each, a “Fund,” and collectively, the “Funds”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Administrator”).

FIRST AMENDMENT TO ORDER PLACEMENT AGREEMENT BETWEEN GMO SERIES TRUST AND BENEFIT TRUST COMPANY
Order Placement Agreement • May 1st, 2015 • GMO Series Trust • Massachusetts

THIS AMENDMENT, dated as of the First day of March 2013, by and between GMO Series Trust (the “Series Trust”), on behalf of each fund listed on Schedule A (each a “Fund”), severally and not jointly, and Benefit Trust Company (the “Trust Entity”).

MANAGEMENT CONTRACT
Management Contract • December 14th, 2018 • GMO Series Trust • Massachusetts

Management Contract (the “Agreement”) executed as of December 14, 2018, between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of GMO Opportunistic Income Series Fund (the “Fund”), a series of the Trust, and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • December 31st, 2015 • GMO Series Trust

This Administration Agreement is amended and restated as of January 3, 2016, between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of each of its series listed on Exhibit I hereto (each, a “Fund,” and collectively, the “Funds”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Administrator”).

GMO SERIES TRUST AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Gmo Series Trust • December 19th, 2014 • GMO Series Trust

The undersigned, constituting at least a majority of the trustees of GMO Series Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement and Declaration of Trust dated September 13, 2011 (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 seven series of GMO Series Trust, GMO Developed Word Stock Series Fund, GMO International Core Equity Series Fund, GMO International Growth Equity Series Fund, GMO International Large/Mid Cap Value Series Fund, GMO U.S. Equity Allocation Series Fund, GMO U.S. Growth Equity Series Fund, and GMO U.S. Intrinsic Value Series Fund, and, having determined that it is desirable and appropriate and consistent with the fair and equitable treatment of all shareholders to change the name of the following series of GMO Series Trust: (i) “GMO International Opportunities

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • June 30th, 2014 • GMO Series Trust • New York

This Shareholder Services Agreement (the “Agreement”) is made as of March 19, 2014, by GMO Series Trust, a Massachusetts business trust (“Company”) having an address at 40 Rowes Wharf, Boston, Massachusetts 02110 and MSCS Financial Services Division of Broadridge Business Process Outsourcing, LLC (f/k/a MSCS Financial Services, LLC), a Delaware limited liability company, having an address at 717 17th Street, SI300, Denver, Colorado 80202 (“Service Provider”) (collectively, the “Parties”).

GMO SERIES TRUST AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
GMO Series Trust • December 6th, 2017

The undersigned, constituting at least a majority of the trustees of GMO Series Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement and Declaration of Trust dated June 22, 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 GMO Foreign Series Fund, a series of GMO Series Trust, and do hereby direct that this Amendment No. 4 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust by amending and restating Schedule 3.6A of the Declaration of Trust in its entirety as attached hereto.

AMENDED AND RESTATED CONFORMING CUSTODIAN AGREEMENT
Conforming Custodian Agreement • December 6th, 2017 • GMO Series Trust

Amended and Restated Conforming Custodian Agreement (the “Conforming Custody Agreement”) made as of October 12, 2017 by and between GMO Series Trust (the “Series Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and State Street Bank and Trust Company (as successor by merger to Investors Bank Trust Company) (“State Street”).

CONFORMING DISTRIBUTION AGREEMENT
Conforming Distribution Agreement • August 30th, 2013 • GMO Series Trust • Massachusetts

Conforming Distribution Agreement (the “Conforming Agreement”), dated as of this 23rd day of August 2011 by and between GMO Series Trust (the “Series Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and Funds Distributor, LLC (formerly known as Funds Distributor, Inc.) (the “Distributor”).

AMENDMENT TO CONFORMING ACCOUNTING AGENCY AGREEMENT
Conforming Accounting Agency Agreement • June 30th, 2014 • GMO Series Trust

This Amendment to the Conforming Accounting Agency Agreement dated November 23, 2011 (the “Agreement”) by and between GMO Series Trust (the “Series Trust’), a business trust established under the common laws of Massachusetts and Brown Brothers Harriman & Co. (“BBH&Co.”) is made as of March 1, 2014.

AGREEMENT AND DECLARATION OF TRUST GMO SERIES TRUST
Agreement and Declaration • May 31st, 2011 • GMO Series Trust

THIS AGREEMENT AND DECLARATION OF TRUST of GMO Series Trust (the “Trust”) is made at Boston, Massachusetts this 27th day of May, 2011 for the purpose of organizing a Massachusetts business trust pursuant to Chapter 182 of the Massachusetts General Laws.

GMO SERIES TRUST AMENDED AND RESTATED SCHEDULE A TO CONFORMING ADMINISTRATION AGREEMENT DATED AS OF NOVEMBER 22, 2011 LIST OF GMO SERIES TRUST FUNDS
Gmo Series Trust • December 21st, 2011 • GMO Series Trust

GMO Benchmark-Free Allocation Series Fund GMO Core Plus Bond Series Fund GMO Developed World Stock Series Fund GMO Emerging Countries Series Fund GMO Emerging Countries Debt Series Fund GMO Foreign Series Fund GMO Global Asset Allocation Series Fund GMO Global Equity Allocation Series Fund GMO International Bond Series Fund GMO International Core Equity Series Fund GMO International Equity Allocation Series Fund GMO International Growth Equity Series Fund GMO International Large/Mid Cap Value Series Fund GMO Quality Series Fund GMO U.S. Core Equity Series Fund GMO U.S. Equity Allocation Series Fund GMO U.S. Growth Series Fund GMO U.S. Intrinsic Value Series Fund

CONFORMING CUSTODIAN AGREEMENT
Conforming Custodian Agreement • September 15th, 2011 • GMO Series Trust • Massachusetts

Conforming Custodian Agreement (the “Conforming Agreement”) made as of this 23rd day of August, 2011 by and between GMO Series Trust (the “Series Trust), a business trust established under the laws of the Commonwealth of Massachusetts, and State Street Bank and Trust Company (as successor by merger to Investors Bank Trust Company) (“State Street”).

CONFORMING ACCOUNTING AGENCY AGREEMENT
Accounting Agency Agreement • December 21st, 2011 • GMO Series Trust • Massachusetts

Conforming Accounting Agency Agreement (the “Conforming Agreement”), made as of this 23rd day of November, 2011 by and between GMO Series Trust (the “Series Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and Brown Brothers Harriman & Co. (“BBH&Co.”).

FIRST AMENDMENT TO THE SERVICES AGREEMENT
The Services Agreement • August 29th, 2014 • GMO Series Trust

This Amendment is made effective as of the first day of March, 2014 by and between GMO Series Trust (the “Company”) and Mercer HR Services, LLC (“MHRS”) as parties to the Services Agreement dated April 1, 2012 (the “Agreement”).

CONFORMING TRANSFER AGENCY AND SERVICE AGREEMENT
Conforming Transfer Agency and Service Agreement • September 15th, 2011 • GMO Series Trust • Massachusetts

Conforming Transfer Agency and Service Agreement (“Conforming Agreement”) made as of this 23rd day of August, 2011 by and between GMO Series Trust, (the “Series Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and State Street Bank and Trust Company (as successor by merger to Investors Bank & Trust Company)(“State Street”).

MANAGEMENT CONTRACT
Management Contract • December 31st, 2015 • GMO Series Trust

Management Contract executed as of January 3, 2016, between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of GMO SGM Major Markets Series Fund (the “Fund”), a series of the Trust, and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

RECORDKEEPING AGREEMENT
Recordkeeping Agreement • May 1st, 2017 • GMO Series Trust • New York

This Recordkeeping Agreement (the “Agreement”) is made effective as of the 20th day of October, 2016, by and between GMO Series Trust (the “Trust”) an investment company with multiple series (each a “Fund”) and together the “Funds”) registered under the Investment Company Act of 1940, as amended, and organized as a Massachusetts business trust, (the “Trust”), and Pershing LLC (“Recordkeeping Agent”), a Delaware limited liability company.

TRUST FUND/SERV AND NETWORKING AGREEMENT
Serv and Networking Agreement • August 29th, 2014 • GMO Series Trust • Massachusetts

THIS TRUST FUND/SERV AND NETWORKING AGREEMENT is made and entered into as of the 27th day of May, 2014, by and between GMO SERIES TRUST (“Fund Company”) and BOSTON FINANCIAL DATA SERVICES, INC. (the “Trust Entity”).

AMENDED AND RESTATED MANAGEMENT CONTRACT
Management Contract • April 29th, 2016 • GMO Series Trust • Massachusetts

This Amended and Restated Management Contract (the “Agreement”) executed as of April 27, 2016 between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Emerging Country Debt Series Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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FIRST AMENDMENT TO THE SHAREHOLDER SERVICES AGREEMENT BETWEEN BMO HARRIS BANK N.A. AND GMO SERIES TRUST
Shareholder Services • August 29th, 2014 • GMO Series Trust

THIS AMENDMENT, dated as of the 5th day of March 2014, by and between GMO Series Trust (the “Fund Company”) and BMO Harris Bank N. A. (the “Service Provider”).

SERVICE AGREEMENT
Service Agreement • June 30th, 2017 • GMO Series Trust • New York

This Service Agreement (“Agreement”) is entered into as of March 21, 2017 between Ascensus, Inc. ("Ascensus"), a Delaware corporation, and GMO Series Trust (the "Series Trust"), a Massachusetts business trust.

GMO SERIES TRUST AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
GMO Series Trust • December 6th, 2017

The undersigned, constituting at least a majority of the trustees of GMO Series Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement and Declaration of Trust dated June 22, 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 to change the name of “GMO Emerging Countries Series Fund,” a series of GMO Series Trust, to “GMO Emerging Markets Series Fund,” do hereby direct that this Amendment No. 3 be filed with the Secretary of The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust by amending and restating Schedule 3.6A of the Declaration of Trust in its entirety as attached hereto.

AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • May 1st, 2017 • GMO Series Trust

This Amendment to the Administration Agreement (the “Amendment”) is dated as of March 30, 2017 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).

AMENDED AND RESTATED CONFORMING DELEGATION AGREEMENT
Conforming Delegation Agreement • December 6th, 2017 • GMO Series Trust

Amended and Restated Conforming Delegation Agreement (the “Conforming Delegation Agreement”) made as of October 12, 2017 by and between GMO Series Trust (the “Series Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and State Street Bank and Trust Company (as successor by merger to Investors Bank Trust Company) (“State Street”).

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • June 28th, 2013 • GMO Series Trust • New York

This Shareholder Services Agreement (the “Agreement”) is made as of January 11, 2013 by GMO Series Trust, a Massachusetts business trust Fund Company having an address at 40 Rowes Wharf, Boston, Massachusetts 02110 (“Fund Company”) and BMO Harris Bank N.A., a national banking association having an address at 11270 West Park Place, Suite 400, Milwaukee, WI 53224 (“Service Provider”) (collectively, the “Parties”).

GMO SERIES TRUST AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Gmo Series Trust • June 28th, 2013 • GMO Series Trust

The undersigned, constituting at least a majority of the trustees of GMO Series Trust, a Massachusetts business trust created and existing under an Amended and Restated Agreement and Declaration of Trust dated September 13, 2011 (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 and appropriate to establish a new series of GMO Series Trust, GMO International Opportunities Equity Allocation Series 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 3.6A of the Declaration of Trust in its entirety as attached hereto.

SERVICES AGREEMENT
Services Agreement • August 31st, 2012 • GMO Series Trust • New York

This Services Agreement is made effective as of the first day of April, 2012 by and between GMO Series Trust, a Massachusetts business trust, with its principal office at 40 Rowes Wharf, Boston, Massachusetts 02110 (“Company”) and Mercer HR Services, LLC, a Delaware limited liability company, with its principal office at Investors Way, Norwood, Massachusetts 02062 (“MHRS”).

MUTUAL FUND AGREEMENT
Mutual Fund • December 14th, 2018 • GMO Series Trust • Nebraska

This Mutual Fund Agreement (“Agreement”) is entered to and effective as of October 29, 2018 (“Effective Date”) between TD AMERITRADE Clearing, Inc., TD AMERITRADE, Inc. (“TD Ameritrade”) and GMO Series Trust, (“Fund Company” as applicable.

SERVICE AGREEMENT
Service Agreement • June 28th, 2013 • GMO Series Trust • Massachusetts

This Agreement is entered into as of January 9, 2013 between Mid Atlantic Capital Corporation (“Recordkeeper”) organized as a Pennsylvania Corp., and GMO Series Trust (“Series Trust”), an investment company with multiple series (each, a “Fund” and together, the “Funds”) registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a Massachusetts business trust.

CONFORMING DELEGATION AGREEMENT
Conforming Delegation Agreement • December 21st, 2011 • GMO Series Trust

In establishing systems for the Monitoring of foreign custody arrangements and contracts with Eligible Foreign Custodians, Delegate shall consider the following factors, if such information is available:

Trust Fund/SERV Agreement
Trust Fund/Serv Agreement • June 30th, 2017 • GMO Series Trust • New York

This Trust Fund/SERV Agreement (the “Agreement”) is entered into as of this 17th day of March, 2017, by and between GMO Series Trust (“Fund”) with its principal place of business at 40 Rowes Wharf, Boston, MA 02110 and Ascensus Trust Company (“Trust Entity”) with its principal place of business at 1655 43rd Street South, Suite 100, Fargo, ND 58103.

Pershing Advisor Solutions LLC One Pershing Plaza Jersey City, NJ 07399 PLATFORM DEALER AGREEMENT
Platform Dealer Agreement • December 14th, 2018 • GMO Series Trust • New York

This Platform Dealer Agreement (the “Agreement”) is made effective as of this 15 day of June, 2018, by and among GMO Series Trust (the “Series Trust”), on behalf of each of the funds listed on Schedule A attached hereto (each a “Fund”, collectively the “Funds”) which may be amended by mutual agreement of the parties in writing, and Pershing Advisor Solutions LLC, a registered broker dealer (“Dealer”), and a Delaware limited liability company.

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