0001571049-17-006413 Sample Contracts

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.

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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.

Conforming Distribution Agreement
Conforming Distribution Agreement • June 30th, 2017 • GMO Series Trust • Massachusetts

THIS CONFORMING DISTRIBUTION AGREEMENT (the “Confirming Agreement”) is by and between Funds Distributor, LLC (“FDI”) and GMO Series Trust (the “Trust”).

GMO SERIES TRUST AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • June 30th, 2017 • 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 Climate Change Series Fund and GMO Resources Series Fund, do hereby direct that this Amendment No. 2 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.

Trust NETWORKING Agreement
Trust Networking Agreement • June 30th, 2017 • GMO Series Trust • New York

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

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