0001144204-17-062632 Sample Contracts

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”).

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AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • December 6th, 2017 • GMO Series Trust

This Administration Agreement is amended and restated as of December 6, 2017, 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”).

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 Resources Series Fund (the “Fund”), a series of the Trust, and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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”).

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.

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”).

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