Gmo Series Trust Sample Contracts

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

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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

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.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST GMO SERIES TRUST
Gmo Series Trust • September 15th, 2011 • GMO Series Trust • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this 13th day of September, 2011 hereby amends and restates in its entirety the Agreement and Declaration of Trust dated May 27, 2011 by the sole initial Trustee hereunder and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.

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