0001193125-15-418497 Sample Contracts

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”).

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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”).

FIRST AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • December 31st, 2015 • GMO Series Trust

This First Amendment to the Shareholder Services Agreement (“Amendment”) is entered into as of April 1, 2015 by and among GMO Series Trust (“Company”) and MSCS Financial Services Division of Broadridge Business Process Outsourcing, LLC (f/k/a MSCS Financial Services, LLC) (the “Service Provider”).

ORDER PLACEMENT AGREEMENT
Order Placement Agreement • December 31st, 2015 • GMO Series Trust • New York

This Agreement is entered into as of May 29, 2015 between SunGard Brokerage & Securities Services LLC (“Company”), a Limited Liability Company organized under the laws of Delaware, and 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 (the “1940 Act”), and organized as a Massachusetts business trust.

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