0001144204-18-064632 Sample Contracts

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”).

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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”).

MUTUAL FUND AGREEMENT
Mutual Fund Agreement • 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.

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.

SERVICE AGREEMENT
Service Agreement • December 14th, 2018 • GMO Series Trust • New York

This Agreement is entered into as of September 12, 2018 between E*TRADE Savings Bank (“ETSB”), 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.

MUTUAL FUND OPERATING AGREEMENT
Mutual Fund Operating Agreement • December 14th, 2018 • GMO Series Trust • New York

This Operating Agreement (the “Agreement”) is made effective as of this 25th day of May, 2018, by and among GMO Series Trust (“Series Trust”), on behalf of each of the funds listed on Schedule A (each a “Fund”, collectively the “Funds”) and BNY Mellon, N.A. (“Custodian”), a national banking association, with regards to each of the funds listed on Schedule A attached hereto (the “Funds”) which may be amended by mutual agreement of the parties in writing.

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

This Agreement is entered into as of August 24, 2018 between Hefren (“Hefren”), and GMO Series Trust (“Series Trust”), an investment company with multiple series (each, a “Fund” and together, the “Funds” as identified on Schedule A) registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a Massachusetts business trust.

GMO SERIES TRUST AMENDMENT NO. 6 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • December 14th, 2018 • 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 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 that it is desirable and appropriate to establish and designate two new series of GMO Series Trust, GMO Emerging Domestic Opportunities Series Fund and GMO Opportunistic Income Series Fund, do hereby direct that this Amendment No. 6 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.

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