Exhibit (a)(2)

AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST

GMO SERIES TRUST

     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.

     WITNESSETH that

     WHEREAS this Trust has been formed to carry on the business of an investment company;

     WHEREAS this Trust has registered as a registered investment company and plans to comply with the applicable requirements of the 1940 Act; and

     WHEREAS the Trustee has agreed to manage all property coming into his hands as a trustee of a Massachusetts business trust in accordance with the provisions hereinafter set forth.

     NOW, THEREFORE, the Trustee does hereby direct that this Amended and Restated Agreement and Declaration of Trust be filed with the Secretary of The Commonwealth of Massachusetts and with the City Clerk of the City of Boston and does hereby declare that he will hold all cash, securities and other assets, which he may from time to time acquire in any manner as a Trustee hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of Shares in this Trust as hereinafter set forth.

ARTICLE I.

Name and Definitions

Section 1. This Trust shall be known as “GMO Series Trust” with its principal place of business at 40 Rowes Wharf, Boston, Massachusetts 02110, and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.

Section 2. Definitions . Whenever used herein, unless otherwise required by the context or specifically provided:

(a) “Trust” refers to the Massachusetts business trust established by this Agreement and Declaration of Trust, as amended from time to time;

(b) “Trustees” refers to the Trustees of the Trust named in Article IV hereof or elected or appointed in accordance with such Article;

(c) “Independent Trustees” refers to the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act.

(d) “Interested Trustees” refers to the Trustees who are “interested persons” of the Trust, as defined in the 1940 Act.

(d) “Shares” means the equal proportionate transferable units of interest into which the beneficial interest in the Trust shall be divided from time to time or, if more than one Series or Class of Shares is authorized by the Trustees, the equal proportionate transferable units into which each Series or Class of Shares shall be divided from time to time.

(e) “Shareholder” means a record owner of Shares;

(f) “1940 Act” refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time;

(g) The terms “Commission” and “principal underwriter” shall have the meanings given to them in the 1940 Act;

(h) “Declaration of Trust” shall mean this Agreement and Declaration of Trust, as amended or restated from time to time;

(i) “By-Laws” shall mean the By-Laws of the Trust as amended from time to time;

(j) “Series” or “Series of Shares” refers to the one or more separate investment portfolios of the Trust into which the assets and liabilities of the Trust may be divided and the Shares of the Trust representing the beneficial interest of Shareholders in such respective portfolios; and

(k) “Class” or “Class of Shares” refers to the division of Shares representing any Series into two or more Classes, as provided in Article III, Section 1.

ARTICLE II.

Purpose of Trust

     The purpose of the Trust is to provide investors a managed investment directly or indirectly primarily in securities (including options), debt instruments, commodities, commodity contracts and options thereon, notional and other over-the-counter contracts, and other investments of any kind.

ARTICLE III.

Shares

Section 1. Division of Beneficial Interest . The Shares of the Trust shall be issued in one or more Series as the Trustees may authorize. Each Series shall be preferred over all other Series in respect of the assets allocated to that Series within the meaning of the 1940 Act and shall represent a separate investment portfolio of the Trust. The beneficial interest in each Series shall at all times be divided into Shares, without par value, each of which shall, except as provided in the following sentence, represent an equal proportionate interest in the Series with each other Share of the same Series, none having priority or preference over another. The Trustees may divide the Shares of any Series into two or more Classes, with Shares of each such Class having such preferences and special or relative rights and privileges (including conversion rights, if any) as the Trustees may determine and as shall be set forth herein and/or in such other document as the Trustees determine. The number of Shares authorized shall be unlimited. The Trustees may from time to time divide or combine the Shares of any Series or Class into a greater or lesser number, classify or re-classify any issued or unissued Shares of any Series or Class into one or more Series or Classes, and take such other actions with respect to the Shares as the Trustees deem desirable.

Section 2. Ownership of Shares . The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series and Class. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series and Class and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series and Class and as to the number of Shares of each Series and Class held from time to time by each.

Section 3. Investments in the Trust . The Trustees shall accept investments in the Trust from such persons and on such terms and for such consideration, including the payment of any purchase premium fixed by the Trustees, as they from time to time authorize.

Section 4. Status of Shares and Limitation of Personal Liability . Shares shall be deemed to be personal property giving only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration of Trust and the By-Laws (each as amended from time to time) and to have become a party thereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles such representative only to the rights of said deceased Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholders, nor except as specifically provided herein, to call upon any Shareholder for the

payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay.

      Section 5. Power of Trustees to Change Provisions Relating to Shares . Notwithstanding any other provisions of this Declaration of Trust and without limiting the power of the Trustees to amend the Declaration of Trust as provided elsewhere herein, the Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the Shares contained in this Declaration of Trust. The establishment and designation of any Series or Class of Shares in addition to the Series and Classes established and designated in Section 6 of this Article III shall be effective upon the execution by the Trustees of an amendment to this Declaration of Trust, taking the form of a complete restatement or otherwise, setting forth such establishment and designation and the relative rights and preferences of such Series or Class, as the case may be, or as otherwise provided in such instrument, this Declaration of Trust, and/or in such other document as the Trustees determine.

     Without limiting the generality of the foregoing, the Trustees may amend the Declaration of Trust to:

(a) create one or more Series or Classes of Shares (in addition to any Series or Classes already existing or otherwise) with such rights and preferences and such eligibility requirements for investment therein as the Trustees shall determine and reclassify any or all outstanding Shares as shares of particular Series or Classes in accordance with such eligibility requirements;

(b) combine one or more Series or Classes of Shares into a single Series or Class on such terms and conditions as the Trustees shall determine;

(c) change or eliminate any eligibility requirements for investment in Shares of any Series or Class, including without limitation the power to provide for the issue of Shares of any Series or Class in connection with any merger or consolidation of the Trust with another trust or company or any acquisition by the Trust of part or all of the assets of another trust or company;

(d) change the designation of any Series or Class of Shares;

(e) change the method of allocating dividends among the various Series and Classes of Shares;

(f) allocate any specific assets or liabilities of the Trust or any specific items of income or expense of the Trust to one or more Series or Classes of Shares;

(g) specifically allocate assets to any or all Series or Classes of Shares or create one or more additional Series or Classes of Shares which are preferred over all other Series or Classes of Shares in respect of assets specifically allocated thereto or any dividends paid by the Trust with respect to any net income, however determined, earned from the investment and reinvestment of any assets so allocated or otherwise and provide for any special voting or other rights with respect to such Series or Classes; and

(h) amend any of the provisions set forth in paragraphs (a) through (g) of this Section 5.

Section 6. Establishment and Designation of Series . Without limiting the authority of the Trustees set forth in Section 5 of this Article III, inter alia , to establish and designate any further Series or Classes or to modify the rights and preferences of any Series, each Series set forth on Schedule 3.6A attached hereto shall be, and are hereby, established and designated. In addition, with respect to each such Series, the Classes of Shares set forth on Schedule 3.6B attached hereto shall be, and are hereby, established and designated, which Classes shall have the respective rights and preferences as set forth herein and/or in such other document as the Trustees determine.

Section 7. Rights and Preferences of Series and Classes . Shares of each Series (or Class, as the case may be) established in this Article III shall have the following relative rights and preferences:

(a) Assets belonging to Series . All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets belonging to” that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series (collectively, “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes.

(b) Liabilities Belonging to Series . The assets belonging to each particular Series shall be charged solely with the liabilities of the Trust in respect to that Series, expenses, costs, charges and reserves attributable to that Series, and any general liabilities of the Trust which are not readily identifiable as belonging to any particular Series but which are allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in a manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as “liabilities belonging to” that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the holders of all Series for all purposes.

(c) Dividends, Distributions, Redemptions, and Repurchases . Notwithstanding any other provisions of this Declaration, including, without limitation, Article VI, no dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any Series or Class) with respect to, nor any redemption or repurchase of, the Shares of any Series shall be effected by the Trust other than from the assets belonging to such Series, nor shall any Shareholder of any particular Series otherwise have any right or claim against the assets belonging to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series.

(d) Voting . Shareholders of any particular Series or Class shall not be entitled to vote on any matters as to which such Series or Class is not affected except as otherwise determined by the Trustees or required by the 1940 Act. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual Series, unless otherwise determined by the Trustees or required by the 1940 Act.

(e) Equality . All the Shares of each particular Class of a Series shall represent an equal proportionate interest in the assets allocable to that Class, and each Share of any particular Series shall be equal to each other Share of that Series (subject to the liabilities allocated to each Class of that Series).

(f) Fractions . Any fractional Share of a Series or Class shall carry proportionately all the rights and obligations of a whole share of that Series or Class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust.

(g) Exchange Privilege . The Trustees shall have the authority to provide that the holders of Shares of any Series or Class shall have the right to exchange said Shares for Shares of one or more other Series or Class of Shares in accordance with such requirements and procedures as may be established by the Trustees.

(h) Combination of Series or Classes . The Trustees shall have the authority to combine the assets and liabilities belonging to any two or more Series (or the assets allocable to any two or more Classes) into assets and liabilities belonging (or allocable) to a single Series or Class.

(i) Division of Series or Classes. The Trustees shall have the authority to divide the assets and liabilities belonging to any Series (or the assets allocable to any Class) into assets and liabilities belonging (or allocable) to two or more Series or Classes

(j) Elimination of Series or Classes . The Trustees shall have the authority to eliminate any particular Series or Class previously established and designated.

(k) Assets and Liabilities Allocable to a Class . To the extent necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any Classes, the Trustees may, allocate assets and liabilities belonging to a Series to a particular Class of that Series or apportion the same among two or more Classes of that Series.

Section 8. No Preemptive Rights . Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust.

ARTICLE IV.

The Trustees

Section 1. Appointment and Tenure . The number of Trustees shall be fixed from time to time by the Trustees and may be fixed at one Trustee.

Each Trustee shall serve during the continued lifetime of the Trust for a term of eight years or, if sooner, until he dies, resigns or is removed, or until the election and qualification of his successor; provided, however, that the Trustees may extend a Trustee’s term for one or more successive eight (or fewer)-year periods. Any Trustee may resign at any time by written instrument signed by him and delivered to any officer of the Trust or at a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his resignation or removal, or any right to damages on account of such removal.

Section 2. Removal . The Trustees may remove a Trustee with or without cause.

Section 3. Effect of Death, Resignation, etc. of a Trustee . The death, declination, resignation, retirement, removal, or incapacity of the Trustees, or any of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. If at any time there is a sole Trustee, such Trustee may designate a successor Trustee in writing and such successor Trustee shall take office upon the death, declination, resignation, retirement, removal, or incapacity of the sole Trustee. The Trustees may fill any vacancies; provided, however, that no person may be appointed to serve as an Interested Trustee unless he has been nominated by at least one Interested Trustee (or, if there is no Interested Trustee, then by the most senior officer of the Trust who is an “interested person” of the Trust, as defined in the 1940 Act).

Section 4. Powers . Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility (or incidental to the foregoing) including the power to engage in transactions of all kinds on behalf of the Trust. The exercise by the Trustees of their powers shall be valid if, but only if, the exercise is approved by a majority of the Trustees then in office, so long as: (i) at least one Independent Trustee votes for or abstains from such exercise, and (ii) except in the case of the appointment of or shareholder election of an Interested Trustee nominated in accordance with Section 3 above, at least one Interested Trustee votes for or abstains from such exercise; and further provided that if there is only one Trustee, such Trustee is permitted to exercise any power on his own. The Trustees are permitted to delegate any or all of their authority to the officers of the Trust. Except as otherwise provided herein, any action to be taken by the Trustees may be taken at a meeting of the Trustees (a quorum being present), within or without Massachusetts, including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting

can hear each other at the same time and participation by such means shall constitute presence in person at a meeting, or by written consents of the Trustees.

     Without limiting the foregoing, the Trustees shall have the following powers and authority:

(a) to determine the name under which the Trust shall conduct business and to establish and designate any Series or Classes (and amend Schedules 3.6A and 3.6B of the Declaration of Trust accordingly);

(b) to amend this Declaration of Trust, including to add to, delete, replace or otherwise modify any provisions of this Declaration of Trust relating to the Shares;

(c) to divide the Shares of the Trust into Series and Classes and to divide the Shares of any Series into two or more Classes, and to divide or combine the Shares of any Series or Class into a greater or lesser number, classify or re-classify any issued or unissued Shares of any Series or Class into one or more Series or Classes, and take such other actions with respect to the Shares as the Trustees deem desirable;

(d) to determine the preferences and special or relative rights and privileges of each Series or Class of Shares;

(e) to adopt a plan pursuant to Rule 18f-3 under the 1940 Act (and amend such plan from time to time);

(f) to establish an exchange privilege for holders of Shares of any Series or Class and to establish any related requirements and procedures;

(g) to combine the assets and liabilities belonging to any two or more Series (or the assets allocable to any two or more Classes) into assets and liabilities belonging (or allocable) to a single Series or Class and to cause the Trust or any Series or Class thereof to be merged or reorganized into or consolidated with another trust or company (including another Series or Class of the Trust) or its shares exchanged under or pursuant to any state or federal statute, if any, or otherwise to the extent permitted by law;

(h) to terminate the Trust or any particular Series or Class previously established and designated;

(i) at any time when no Shares of a Series or Class are outstanding, to exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and take any action required to be taken by the Shareholders;

(j) to allocate assets and liabilities belonging to a Series to a particular Class of that Series or apportion the same among two or more Classes of that Series, to the extent necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any Classes and to allocate General Assets (as defined in Article III, Section 7(a)) to, between or among any one or more of the Series;

(k) to select the investment companies, including series of GMO Trust, in which a Series shall invest;

(l) to adopt, amend or repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust;

(m) to elect and remove officers and appoint and terminate agents;

(n) to fix the number of Trustees and, subject to the provisions of Section 1 of this Article IV, to fill any vacancies on the Board;

(o) to remove a Trustee;

(p) to extend a Trustee’s term for one or more successive eight (or fewer)-year periods;

(q) to designate one or more committees of the Trustees with such powers and authority as the Trustees determine;

(r) to employ one or more custodians of the assets of the Trust and to authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank;

(s) to retain a transfer agent or a shareholder servicing agent, or both, to provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, and to make rules for the transfer of Shares of each Series and Class and similar matters;

(t) to retain legal counsel for the Trust or any Series;

(u) to call meetings of Shareholders, give notice of such meetings to Shareholders, designate the location of such meetings, establish a larger quorum for such meetings than the quorum required in Article V, Section 4, establish or change a record date for determining the Shareholders of any Series or Class having the right to notice of and to vote at such meeting and any adjournment thereof, and close the register or transfer books of a Series or Class prior to such meeting.

(v) to cause the Trust to issue certificates certifying ownership of Shares;

(w) to cause each Shareholder to pay expenses of the Trust;

(x) to establish or change a record date for determining Shareholders who are entitled to receive payment of any dividend or other distribution and close the register or transfer books of a Series or Class prior to the payment of a distribution;

(y) to determine whether to accept investments in the Trust and to establish the terms and consideration for such investments in the Trusts, including any purchase premium;

(z) to exercise the powers set forth in Article VI of this Declaration of Trust;

(aa) to invest and reinvest cash, and to hold cash uninvested;

(bb) to sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write options with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust;

(cc) to vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;

(dd) to exercise power and rights of subscription or otherwise which may in any manner arise out of the ownership of securities;

(ee) to hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise;

(ff) to consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust;

(gg) to contract for advisory and/or management services for the Trust or for any Series;

(hh) to join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper;

(ii) to compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes;

(jj) to enter into joint ventures, general or limited partnerships and any other combinations or associations;

(kk) to borrow funds or other property;

(ll) to make or issue notes, bonds, contracts, instruments, certificates or other undertakings on behalf of the Trust;

(mm) to endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge Trust property or any part thereof to secure any of or all such obligations;

(nn) to pay or cause to be paid, entirely out of Trust property, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust including, but not limited to, the Trustees’ compensation;

(oo) to purchase and pay for, entirely out of Trust property, such insurance as they may deem necessary or appropriate for the conduct of the business, including without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against liability; and

(pp) to pay pensions as deemed appropriate by the Trustees and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust.

     The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investments by Trustees. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder.

Section 5. Payment of Expenses by the Trust . The Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust, or partly out of principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including but not limited to, the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, investment adviser or manager, principal underwriter, auditor, counsel, custodian, transfer agent, shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur.

Section 6. Payment of Expenses by Shareholders . The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Section 7. Ownership of Assets of the Trust . Title to all of the assets of the Trust shall at all times be considered as vested in the Trustees.

Section 8. Advisory, Management and Distribution Contracts; Other Service Providers . The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any Series with Grantham, Mayo, Van Otterloo & Co. LLC or any other partnership, corporation, trust, association or other organization (the “Manager”); and any such contract may contain such other terms as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other partnership, corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares; and any such contract may contain such other terms as the Trustees may determine.

The fact that:

     (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, distributor or affiliate or agent of or for any partnership, corporation, trust, association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that

     (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s or distributor’s contract, or transfer, shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, shareholder servicing or other agency contract with one or more other corporations, trusts, associations, or other organizations, or has other business or interests,

shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

ARTICLE V.

Shareholders’ Voting Powers and Meetings

Section 1. Voting Powers . The Shareholders shall have power to vote only on matters that the Trustees consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of

two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or Class are outstanding, the Trustees may exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and may, with respect to that Series or Class, take any action required to be taken by the Shareholders.

Section 2. Meetings . Meetings of the Shareholders may be called by the Trustees. A meeting of Shareholders may be held at any place designated by the Trustees.

Section 3. Derivative Actions . No Shareholder shall have the right to bring or maintain any court action, proceeding, or claim on behalf of the Trust. In addition, no Shareholder shall have the right to bring or maintain any court action, proceeding, or claim on behalf of the Trust without first making a written demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding, or claim. Such demand shall be mailed to the Secretary of the Trust at the Trust’s principal office and shall set forth in reasonable detail the nature of the proposed court action, proceeding, or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. In their sole discretion, the Trustees may act on any demand or may submit the matter to a vote of the Shareholders of the Trust, as appropriate.

Section 4. Quorum and Required Vote . Except when a larger quorum is established by the Trustees, 10% of the Shares entitled to vote shall constitute a quorum at a Shareholders’ meeting. When any one Series or Class is to vote separately from any other Shares which are to vote on the same matters as a separate Series or Class, 10% of the Shares of each such Series or Class entitled to vote shall constitute a quorum at a Shareholder’s meeting of that Series or Class. Any meeting of Shareholders may be adjourned from time to time, whether or not a quorum is present, and the meeting may be held as adjourned after the date set for the original meeting without further notice. The Trustees shall determine the vote of Shares necessary to decide any questions at a Shareholders’ meeting.

Section 5. Action by Written Consent . At the discretion of the Trustees, any action to be taken by Shareholders may be taken by written consent. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 6. Record Dates . For the purpose of determining the Shareholders of any Series or Class who are entitled to vote or act at any meeting or any adjournment thereof, the Trustees may from time to time fix a time as the record date for determining the Shareholders of such Series or Class having the right to notice of and to vote at such meeting and any adjournment thereof, and in such case only Shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. For the purpose of determining the Shareholders of any Series or Class who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a date, which shall be before the date for the payment of such dividend or such other payment, as the record date for determining the Shareholders of such Series or Class having the right to receive such dividend or distribution. Without fixing a record date, the Trustees may, for voting

and/or distribution purposes, close the register or transfer books for one or more Series or Classes for all or any part of the period between a record date and a meeting of shareholders or the payment of a distribution. Nothing in this section shall be construed as precluding the Trustees from setting different record dates for different Series or Classes.

Section 7. Additional Provisions . The By-Laws may include further provisions for Shareholders’ votes and meetings and related matters.

ARTICLE VI.

Net Income, Distributions, Allocations, and Redemptions and Repurchases

Section 1. Distributions . The Trustees shall each year, or more frequently if they so determine in their sole discretion, distribute to the Shareholders of each Series or Class, in shares of that Series or Class, cash or otherwise, an amount approximately equal to the net income attributable to the assets belonging to such Series (or the assets allocable to such Class) and may from time to time distribute to the Shareholders of each Series or Class, in shares of that Series, cash or otherwise, such additional amounts from sources including, without limitation, capital gains and/or paid in surplus, but only from the assets belonging to such Series (or allocable to that Class), as they may authorize; provided, however, that with respect to any Series for which it is determined, prior to the time that any Shares of such Series are outstanding, that the Series will elect to be treated as a partnership for tax purposes, the Trustees shall determine in their sole discretion the timing and amount of any distributions to Shareholders of such Series. All dividends and distributions on Shares of a particular Series or Class shall be distributed pro rata to the holders of that Series or Class in proportion to the number of Shares of that Series or Class held by such holders and recorded on the books of the Trust at the date and time of record established for that payment or such dividend or distributions.

     The manner of determining net income, income, asset values, capital gains, expenses, liabilities and reserves of any Series or Class may from time to time be altered as necessary or desirable in the judgment of the Trustees to conform such manner of determination to any other method prescribed or permitted by applicable law. Net income shall be determined by the Trustees or by such person as they may authorize at the times and in the manner provided in the By-Laws. Determinations of net income of any Series or Class and determination of income, asset value, capital gains, expenses, and liabilities made by the Trustees, or by such person as they may authorize, in good faith, shall be binding on all parties concerned. The foregoing sentence shall not be construed to protect any Trustee, officer or agent of the Trust against any liability to the Trust or its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

     If, for any reason, the net income of any Series or Class determined at any time is a negative amount, the pro rata share of such negative amount allocable to each Shareholder of such Series or Class shall constitute a liability of such Shareholder to that Series or Class which shall be paid out of such Shareholder’s account at such times and in such manner as the Trustees

may from time to time determine (x) out of the accrued dividend account of such Shareholder, (y) by reducing the number of Shares of that Series or Class in the account of such Shareholder, or (z) otherwise.

Section 2. Allocations . In respect of any Series that is treated as a partnership for federal income tax purposes, the Trustees (or such other person designated by the Trustees as having responsibility for making tax determinations on behalf of the Series) shall have authority to make special allocations of income, gain, loss or deduction among Shareholders upon withdrawals or transfers of shares as necessary to avoid mandatory basis adjustments in the assets of the Series as required by Internal Revenue Code of 1986, as amended (the “Code”), section 743 or 734 that would otherwise apply as a result of amendments to such Code sections under The American Jobs Creation Act of 2004, enacted on October 22, 2004.

Section 3. Redemptions and Repurchases . The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, as determined in accordance with the By-Laws, next determined, less any applicable redemption fee as the Trustees may approve from time to time. The Board may approve a redemption fee from time to time applicable to Shares whether such Shares were outstanding at the time of the Board’s approval or issued after the time of the Board’s approval.

     Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request is made. The obligation set forth in this Section 3 is subject to the provision that in the event that any time the New York Stock Exchange is closed for other than weekends or holidays, or if permitted by the rules of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the applicable Series or to determine fairly the value of the net assets belonging to such Series (or net assets allocable to such Class) or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. The Trust may also purchase or repurchase Shares at a price not exceeding the net asset value of such Shares in effect when the purchase or repurchase or any contract to purchase or repurchase is made.

     Payment for any redemption, purchase, or repurchase may be made in cash or in other property, or in any combination thereof. The composition of any such payment shall be determined by the Trust in its sole discretion, and the Trust shall have no obligation to effect a pro rata division of cash or other property in making any such payment. In no case shall the Trust be liable for any delay of any corporation or other person in transferring securities selected for delivery as all or part of any payment in kind.

Section 4. Redemptions at the Option of the Trust . The Trustees shall have the right, in their sole discretion, to cause the Trust at any time to redeem Shares of any Shareholder at the net asset value thereof as described in Section 3 of this Article VI, less any redemption fee as the Board may approve from time to time as applicable to Shares, whether such Shares were outstanding at the time of the Board’s approval or issued after the time of the Board’s approval.

ARTICLE VII.

Compensation and Limitation of Liability of Trustees

Section 1. Compensation . The Trustees as such shall be entitled to reasonable compensation from the Trust, which compensation shall be determined by the Trustees. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.

Section 2. Limitation of Liability . A Trustee shall be liable for his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, but, for so long as the Trust is registered as an investment company under the 1940 Act and as long required by Section 17(h) of the 1940 Act, nothing herein contained shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

ARTICLE VIII.

Indemnification

Section 1. Trustees, Officers, etc. The Trust shall, to the maximum extent permitted by applicable law, indemnify each of its Trustees and officers (including persons who serve at the Trust’s request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceedings, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Trustee or officer or by reason of his being or having been such a Trustee or officer, except with respect to any matter as to which such Covered

Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in or not opposed to the best interest of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) either a majority of the Trustees who are disinterested persons (as defined in Section 4 of this Article VIII) and who are not “interested persons” of the Trust, as defined in the 1940 Act (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

Section 2. Compromise Payment . As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication in a decision on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person either (a) did not act in good faith in the reasonable belief that such Covered Person’s action was in or not opposed to the best interests of the Trust or (b) is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office, indemnification shall be provided if (x) approved as in or not opposed to the best interests of the Trust, after notice that it involves such indemnification, by at least a majority of the Trustees who are disinterested persons and are not “interested persons” of the Trust, as defined in the 1940 Act (provided that a majority of such Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (but not a full trial-type inquiry) that such Covered Person is not liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office, or (y) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (but not a full trial-type inquiry), to the effect that such indemnification would not protect such Covered Person against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Any approval pursuant to this Section 2 shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section 2 as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person’s action was in or not opposed to the best interests of the Trust or to have been liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

Section 3. Rebuttable Presumption . For purposes of the determination or opinion referred to in clause (c) of Section 1 of this Article VIII or clauses (x) or (y) of Section 2 of this Article VIII, the disinterested Trustees acting on the matter or independent legal counsel, as the case may be, shall be entitled to rely upon a rebuttable presumption that the Covered Person has not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.

Section 4. Indemnification Not Exclusive . The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled, whether by contract or otherwise. As used in this Article VIII, the term “Covered Person” shall include such person’s heirs, executors and administrators; and a “disinterested Trustee” or “disinterested person” is a Trustee or a person against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this Article VIII shall affect the power of the Trust to purchase and maintain liability insurance on behalf of any such person.

Section 5. Amendment . Notwithstanding any other provision of this Declaration of Trust relating to its amendment generally, any repeal or modification of this Article VIII shall not adversely affect any right or protection of a Trustee or officer of the Trust with respect to any acts or omissions of such Trustee or officer occurring prior to such repeal or modification.

Section 6 . Shareholders . In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representative or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability, but only out of the assets of the particular Series or Class of Shares of which he or she is or was a Shareholder.

ARTICLE IX.

Miscellaneous

Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice . All persons extending credit to, contracting with or having any claim against the Trust or any Series or Class of Shares shall look only to the assets of the Trust, or, to the extent that the liability of the Trust may have been expressly limited by contract to the assets of a particular Series (or the assets allocable to a particular Class), only to the assets belonging to the relevant Series (or allocable to the relevant Class), for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee.

     Every note, bond, contract, instrument, certificate or undertaking made or issued on behalf of the Trust by the Trustees, by any officers or officer or otherwise shall give notice that this Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officers or officer or otherwise and not individually and that the obligations of such instrument are not binding upon any of them or the shareholders individually but are binding only upon the assets and property of the Trust or upon the assets belonging to the Series (or allocable to the Class) for the benefit of which the Trustees have caused the note, bond, contract, instrument, certificate or undertaking to be made, or issued, and may contain such further recital as he or they may deem appropriate, but the omission of any such recital shall not operate to bind any Trustee or Trustees or officers or officer or Shareholders or any other person individually.

Section 2. No Bond or Surety . The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 3. Liability of Third Persons Dealing with Trustees . No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

Section 4. Termination of Trust or Series or Class . Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be terminated at any time by the Trustees. Any Series may be terminated at any time by the Trustees. Any Class may be separately terminated at any time by the Trustees.

     Upon termination of the Trust (or any Series or Class, as the case may be), after paying or otherwise providing for all charges, taxes, expenses and liabilities belonging, severally, to each Series or allocable to each Class (or the applicable Series or Classes, as the case may be), whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets belonging, severally, to each Series or allocable to each Class (or the applicable Series or Classes, as the case may be), to distributable form in cash or shares or other securities, or any combination thereof, and distribute the proceeds belonging to each Series or allocable to each Class (or the applicable Series or Classes, as the case may be), to the Shareholders of that Series or Class, as a Series or Class, ratably according to the number of Shares of that Series or Class held by the several Shareholders on the date of termination.

Section 5. Merger and Consolidation . The Trustees may cause the Trust or any Series or Class thereof to be merged or reorganized into or consolidated with another trust or company (including another Series or Class of the Trust) or its shares exchanged under or pursuant to any state or federal statute, if any, or otherwise to the extent permitted by law; provided that in all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation.

Section 6. Initials “GMO” and the name “Grantham, Mayo, Van Otterloo & Co. LLC” . The Trust acknowledges that the initials “GMO” and the name “Grantham, Mayo, Van Otterloo & Co. LLC” and any derivatives thereof are owned by the Manager and that the Trust may use the initials “GMO,” the name “GMO Series Trust,” or any other name embodying the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC” only with the consent of the Manager and subject to such conditions as the Manager may impose. The Trust acknowledges and agrees that as between the Manager and the Trust, the Manager has the exclusive right to use, or authorize others to use, said initials and name and the Trust agrees to take such action as may reasonably be requested by the Manager to give full effect to the provisions of this section (including, without limitation, consenting to use of said initials and name by others). The Trust agrees that if the Manager terminates its consent to the use by the Trust of the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC” the Trust will, at the request of the Manager, use its best efforts to promptly change the name of the Trust (and, as applicable, each Series thereof) so as to eliminate all reference, if any, to the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC” and will not thereafter transact any business in a name containing the initials “GMO” or the words “Grantham, Mayo, Van Otterloo & Co. LLC” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC” or any other reference to the Manager. Such covenants on the part of the Trust shall be binding upon it, its Trustees, officers, Shareholders, creditors and all other persons claiming under or through it.

Section 7. Filing of Copies, References, Headings . The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of The Commonwealth of Massachusetts and with any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions like “herein,” “hereof,” and “hereunder” shall be deemed to refer to this instrument as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original.

Section 8. Applicable Law . This Declaration of Trust is made in The Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. The Massachusetts Business Corporations Act and the regulations thereunder shall not apply to the operations of the Trust or this Declaration of Trust. Should any part of this Declaration of Trust be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Declaration of Trust shall not be affected thereby.

Section 9. Amendments . This Declaration of Trust may be amended, without Shareholder approval, at any time by the Trustees.

     IN WITNESS WHEREOF, the undersigned Trustee as aforesaid does hereto set his hand this 13 ^th day of September, 2011.

		/s/ J.B. Kittredge, Jr.   J.B. Kittredge, Jr.
		Trustee

Schedule 3.6A to Declaration of Trust

Series

GMO U.S. Core Equity Series Fund
GMO Quality Series Fund
GMO U.S. Intrinsic Value Series Fund
GMO U.S. Growth Series Fund
GMO Foreign Series Fund
GMO International Core Equity Series Fund
GMO International Growth Equity Series Fund
GMO International Large/Mid Cap Value Series Fund
GMO Developed World Stock Series Fund
GMO Emerging Countries Series Fund
GMO Core Plus Bond Series Fund
GMO International Bond Series Fund
GMO Global Asset Allocation Series Fund
GMO Global Equity Allocation Series Fund
GMO International Equity Allocation Series Fund
GMO U.S. Equity Allocation Series Fund
GMO Benchmark-Free Allocation Series Fund
GMO Emerging Country Debt Series Fund

Schedule 3.6B to Declaration of Trust

Classes

Class R1
Class R2
Class R3
Class R4
Class R5
Class R6

Exhibit (d)

MANAGEMENT CONTRACT

     Management Contract executed as of                      , 2011 between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO U.S. Core Equity Series Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

W I T N E S S E T H:

     That in consideration of the mutual covenants herein contained, it is agreed as follows:

1.

SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.

     (a) Subject always to the control of the Trustees of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of its portfolio securities. In the performance of its duties, the Manager will comply with the provisions of the Trust’s Agreement and Declaration of Trust and By-laws and the Fund’s stated investment objective, policies and restrictions.

     (b) In placing orders for the portfolio transactions of the Fund, the Manager will seek the best price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager shall consider all factors it deems relevant, including, without limitation, the overall net economic result to the Fund (involving price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, availability of the broker to stand ready to execute possibly difficult transactions in the future and financial strength and stability of the broker. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Trust and to other clients of the Manager as to which the Manager exercises investment discretion.

     (c) The Manager shall not be obligated under this agreement to pay any expenses of or for the Trust or of or for the Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3.

2.

OTHER AGREEMENTS, ETC.

     It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a partner, shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

3.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.

     The Fund will pay no fee to the Manager for the Manager’s investment management services rendered hereunder.

4.

ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

     This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment; and this Contract shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager.

5.

EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

     This Contract shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

     (a) Either party hereto may at any time terminate this Contract by not more than sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or

     (b) If (i) the Trustees of the Trust or the shareholders by the affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually after the second anniversary of its execution, the continuance of this Contract, then this Contract shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Contract is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Manager may continue to serve hereunder in

a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder.

     Action by the Trust under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

     Termination of this Contract pursuant to this Section 5 shall be without the payment of any penalty.

6.

CERTAIN DEFINITIONS.

     For the purposes of this Contract, the “affirmative vote of a majority of the outstanding shares” of the Fund means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

     For the purposes of this Contract, the terms “affiliated person”, “control”, “interested person” and “assignment” shall have their respective meanings defined in the Investment Company Act of 1940 and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act; and the phrase “specifically approve at least annually” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder.

7.

NONLIABILITY OF MANAGER.

     In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Trust, or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services hereunder.

8.

INITIALS “GMO” and the name “Grantham, Mayo, Van Otterloo & Co. LLC”.

     The Manager owns the initials “GMO” and the name “Grantham, Mayo, Van Otterloo & Co. LLC” which may be used by the Trust only with the consent of the Manager. The Manager consents to the use by the Trust of the name “GMO Series Trust” or any other name embodying the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC”, in such forms as the Manager shall in writing approve, but only on condition and so long as (i) this Contract shall remain in full force and (ii) the Trust shall fully perform, fulfill and comply with all provisions of this Contract expressed herein to be performed, fulfilled or complied with by it. No such name shall be used by the Trust at any time or in any place or for any purposes or under any conditions except as in this section provided. The foregoing authorization by the Manager to the Trust to use said initials and name as part of a business or name is not exclusive of the right of the Manager itself to use, or to authorize others to use, the same; the Trust acknowledges and agrees that as between the Manager and the Trust, the Manager has the exclusive right so to authorize others to use the same; the Trust acknowledges and agrees that as between the Manager and the Trust, the Manager has the exclusive right so to use, or authorize others to use, said initials and name and the Trust agrees to take such action as may reasonably be requested by the Manager to

give full effect to the provisions of this section (including, without limitation, consenting to such use of said initials and name). Without limiting the generality of the foregoing, the Trust agrees that, upon any termination of this Contract by either party or upon the violation of any of its provisions by the Trust, the Trust will, at the request of the Manager made within six months after the Manager has knowledge of such termination or violation, use its best efforts to change the name of the Trust so as to eliminate all reference, if any, to the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC” and will not thereafter transact any business in a name containing the initials “GMO” or the words “Grantham, Mayo, Van Otterloo & Co. LLC” in any form or combination whatsoever, or designate itself as the same entity as or successor to an entity of such name, or otherwise use the initials “GMO” or the name “Grantham, Mayo, Van Otterloo & Co. LLC” or any other reference to the Manager. Such covenants on the part of the Trust shall be binding upon it, its trustees, officers, stockholders, creditors and all other persons claiming under or through it.

9.

LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

     A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

     IN WITNESS WHEREOF, GMO SERIES TRUST and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written.

Exhibit (e)

CONFORMING DISTRIBUTION AGREEMENT

          Conforming Distribution Agreement (the “Conforming Agreement”), dated as of this 23 ^rd day of August 2011 by and between GMO Series Trust (the “Series Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and Funds Distributor, LLC (formerly known as Funds Distributor, Inc.) (the “Distributor”).

          WHEREAS, the series of GMO Trust (each a “Fund”, collectively, the “Funds”) and the Distributor are party to the Distribution Agreement dated March 31, 2009 and amended as of May 12, 2011 (the “Agreement”) pursuant to which the Distributor agreed to serve as the distributor for the Funds;

          WHEREAS, in connection with the creation of the Series Trust, the parties intend to apply the terms of the Agreement, as it may be amended from time to time, to the Series Trust;

          NOW, THEREFORE, in connection with the foregoing and in consideration of the mutual covenants herein set forth, the Series Trust and the Distributor agree as follows:

	1.		All capitalized terms used, but not defined herein, shall have the same meaning ascribed to them in the Agreement.
	2.		The terms of the Agreement shall apply, mutatis mutandis, to each series of the Series Trust as if each were a Fund.
	3.		A list of the series of the Series Trust is set forth in Schedule A, which shall be amended from time to time by written notice from the Series Trust.
	4.		A new Section 1.3(a) is added:

“The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV.”

5.

A new Section 4.7 is added:

“To the extent the Distributor receives, in connection with its activities under this Conforming Agreement and the Agreement, Nonpublic Personal Information as defined in SEC’s Regulation S-P or information considered Personal Information as defined in Massachusetts regulation 201 CMR 17.00 (the “Massachusetts Regulation”), it shall protect and maintain the confidentiality, security and integrity of such information in the manner

provided for under, and otherwise comply with applicable laws, regulations, rules and industry standards related to the handling of such information, including without limitation the Massachusetts Regulation. To the extent that the Distributor’s affiliates or other permitted agents or subcontractors have access to such information, the Distributor shall require that such entities comply with all terms and conditions of this provisionrelated to such information. At all times, the Distributor shall remain responsible and liable for such entities’ compliance with this provision.”

     IN WITNESS WHEREOF; the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.

GMO SERIES TRUST*
By:		/s/ JB Kittredge
Name:		JB Kittredge
Title:		President and Chief Executive Officer

FUNDS DISTRIBUTOR, LLC
By:		/s/ Mark Fairbanks
Name:		Mark Fairbanks
Title:		President

SCHEDULE A
LIST OF GMO SERIES TRUST FUNDS ¹

GMO U.S. Core Equity Series Fund

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DISTRIBUTION AGREEMENT

          THIS DISTRIBUTION AGREEMENT is made as of the 31st day of March, 2009 by and between each series of GMO Trust (the “Trust”) listed on Schedule A hereto, as such schedule may be amended from time to time in accordance with Section 8.4 below, separately and not jointly (each, a “Fund”), and Funds Distributor, LLC, a Massachusetts limited liability company having a place of business at 10 High Street Boston, Massachusetts 02110 (“FDI”).

          WHEREAS, the shares of beneficial interest of each of the Funds correspond to a distinct portfolio of securities and many of the Funds are also divided into multiple classes of shares, all as set forth on Schedule A. For purposes of this Agreement, the term “Shares” shall mean the authorized shares of the relevant Fund and classes of shares of the Fund, if any, and otherwise shall mean the Fund’s authorized shares; and

          WHEREAS, FDI is registered as a broker-dealer with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”); and

          WHEREAS, the Board of Trustees wishes to engage FDI to act as the distributor for each of the Funds and FDI is willing to render such service on the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties agree as follows:

1. Appointment

          The Trust hereby appoints FDI as its principal underwriter for the distribution of Shares of each of the Funds. FDI accepts such appointment and agrees to perform such services as are described in this Agreement.

2. Services

          2.1. FDI will act as agent of the Trust on behalf of each Fund for the distribution of Shares covered by, and in accordance with, the registration statement and prospectus then in effect under the Securities Act of 1933, as amended (the “1933 Act”), and will transmit promptly any orders received by FDI for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent for the Fund of which the Fund has notified FDI in writing. The Fund reserves the right to sell Shares in accordance with any current applicable prospectus relating to the Shares.

          2.2. FDI agrees to use its best efforts to perform its duties hereunder in the solicitation of orders for the sale of Shares. It is contemplated that FDI, at the request of the Trust, may enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms (“Servicing Agents”) for the purpose of facilitating the offer, sale

and redemption of Shares. The Trust shall pre-approve the forms of agreements with Servicing Agents and shall have the right to approve any compensation set forth therein or any material changes from such pre-approved forms.

          2.3. FDI shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitations, the Investment Company Act of 1940, as amended (the “1940 Act”), the 1933 Act, the 1934 Act, the Rules of FINRA, the Trust’s Amended and Restated Agreement and Declaration of Trust, as amended from time to time, and Amended and Restated By-Laws, as amended from time to time. In the event there is a change in applicable federal and state securities law related to or affecting the services contemplated in this Agreement, FDI shall perform the services hereunder in accordance with such change, commencing on or prior to the date such change is effective or enforceable. If the services performed hereunder following such change are materially different or more burdensome than the current level of services, the parties shall agree to mutually acceptable policies and procedures for such services. FDI represents and warrants that it is a broker-dealer registered with the SEC and that it is registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. FDI also represents and warrants that it is a member of the FINRA.

          2.4. The Trust represents and warrants (A) the registration statement has been, and any amendment thereto will be, as the case may be, prepared in conformity with the requirements of the 1940 Act and the rules and regulations thereunder, and all material statements of fact contained or to be contained in the registration statement are or will be true and correct in all material respects at the time indicated or on the effective date, as the case may be; and the registration statement, when it shall become effective or be authorized for use, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares and (b) it shall not file any amendment to the registration statement or prospectuses without giving FDI reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

          2.5. Nothing contained herein shall be construed to require FDI to perform any service that could cause FDI to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended.

          2.6. Neither FDI, nor any other person acting on behalf of FDI is authorized to give any information or to make any representations other than as is contained in a Fund’s prospectus, statement of additional information, or any advertising materials or sales literature specifically approved in writing by the Trust or its agents.

          2.7. FDI shall timely file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall

obtain such approvals for their use as may be required by the SEC, FINRA and/or state securities administrators.

          2.8. The Fund reserves the right to refuse at any time or times to sell its Shares or the Shares of any class hereunder for any reason deemed adequate by the Board of Trustees of the Trust. The Fund shall promptly notify FDI of such a determination by the Board of Trustees.

          2.9. The Fund agrees to pay: (i) all costs and expenses in connection with the registration of Shares under the federal securities laws and securities laws of any state or other jurisdiction in which the Shares are sold; (ii) all expenses in connection with supplying information, prices, and other data to be furnished by the Fund hereunder; and (iii) all expenses in connection with the preparation and printing of the Fund’s prospectuses and statements of additional information for regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall pay all expenses connected with its own qualification as a dealer under state or Federal laws and all expenses incurred in providing office space, equipment, and personnel as may be necessary or convenient to provide the services contemplated under this Agreement.

          2.10. Except as provided in this paragraph, FDI shall not be paid a fee by the Trust or the Fund for the services rendered by it hereunder. FDI may receive compensation from the Trust or Grantham, Mayo, Van Otterloo & Co. LLC (the “Adviser”), related to its services hereunder or for additional services as may be agreed to between the Trust, Adviser and FDI. FDI, in its capacity as the principal underwriter of the Fund’s Shares and for so long as it continues to serve in such capacity, shall be paid Rule 12b-1 fees pursuant to GMO Trust’s Amended and Restated Distribution and Service Plan (Class M) (the “Rule 12b-1 Plan”) in an amount equal to 0.25% of the Fund’s average daily net assets attributable to its Class M shares, if any (the “Service Fees”). Since FDI, in turn, has or will enter into servicing arrangements with investment platforms and other financial intermediaries under which FDI will be obligated to pay the Service Fees to such intermediaries, FDI hereby directs that the Service Fees be paid by the Fund for the account of FDI to such financial intermediaries that are agreed to from time to time by the Trust and FDI. FDI may enter into dealer agreements and other selling agreements with broker-dealers and other intermediaries; provided, however, that FDI shall have no obligation to make any payments to any third parties, whether as finder’s fees, compensation or otherwise, unless FDI has received a corresponding payment from the Fund pursuant to the Rule 12b-1 Plan, the Adviser, or from another source as may be permitted by applicable law, and such corresponding payment has been approved by the Trust’s Board of Trustees. To the extent that Rule 12b-1 fees are paid to FDI as default broker-dealer, such Rule 12b-1 fees shall continue to be paid to FDI after FDI ceases to act as distributor of a Fund for so long as FDI continues to serve as such default broker-dealer.

          2.11. The Fund agrees to execute documents and to furnish information and otherwise to take actions as shall from time to time be reasonably requested by FDI for

the purpose of qualifying and maintaining qualification of the Fund’s Shares for sale under the so-called Blue Sky Laws of any state. The Fund shall furnish FDI from time to time, for use in connection with the sale of Shares, such information with respect to the Fund and the Shares as FDI may reasonably request. The Fund also shall furnish FDI upon request with semi-annual reports and annual audited reports of the Fund’s books and accounts made by independent public accountants regularly retained by the Trust and such additional information regarding the Fund’s financial condition as FDI may reasonably request.

          2.12. FDI will facilitate and deliver such quarterly reports as may be reasonably requested by the Trustees, substantially in the form requested by the Trust. If requested by the Trust, one or more representatives of FDI will attend meetings of the Trustees.

          2.13. With respect to the subject matter of this Agreement, FDI may rely on advice or instruction that it receives and that it reasonably believes in good faith was transmitted by the Trust or an authorized representative of the Trust.

          2.14. The Fund authorizes FDI and any dealers with whom FDI has entered into dealer agreements to use any prospectus in the form furnished by the Fund in connection with the sale of Shares.

          2.15. The Fund agrees to indemnify, defend and hold FDI, its several officers and directors, employees, subsidiaries who provide services to the Fund, and any person who controls FDI within the meaning of Section 15 of the 1933 Act (the “FDI Indemnified Persons”) free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the FDI Indemnified Persons may incur under the 1933 Act, the 1940 Act, or common law or otherwise, arising out of or on the basis of (a) FDI acting as distributor of the Funds; (b) FDI or any subsidiary or affiliate of FDI acting as a member of the National Securities Clearing Corporation (or any successor or other entity performing similar functions) (“NSCC”) on behalf of the Fund; (c) FDI or any subsidiary or affiliate of FDI entering into selling agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking agreements or similar agreements with financial intermediaries on behalf of the Fund; or (d) any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any registration statement or any prospectus or any statement of additional information or any Fund-related advertisement or sales literature, or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement, any prospectus or any statement of additional information or any Fund-related advertisement or sales literature or necessary to make the statements in any of them not misleading, except that the Fund’s agreement to indemnify the FDI Indemnified Persons will not be deemed to cover any such claim, demand, liability or expense to the extent that it arises out of or is based upon any such untrue statement, alleged untrue statement, omission or alleged omission made in any registration statement, any prospectus or any statement of additional information or any Fund-related advertisement or sales literature in reliance upon information furnished by an Indemnified Person to the Fund or its

representatives for use in the preparation thereof, and except that the Fund’s agreement to indemnify the FDI Indemnified Persons will not be deemed to cover any liability to the Fund or its shareholders to which the FDI Indemnified Persons would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement (“Disqualifying Conduct”). The Fund’s agreement to indemnify the FDI Indemnified Persons, as aforesaid, is expressly conditioned upon the Fund’s being notified of any action brought against the FDI Indemnified Persons, such notification to be given by letter, by facsimile or by telegram addressed to the Fund at its address set forth on Schedule A, attached hereto, within a reasonable period of time after the summons or other first legal process shall have been served. The failure so to notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund’s indemnity agreement contained in this Section 2.15. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by FDI, which approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by FDI, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, the Fund will reimburse the FDI Indemnified Persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by FDI or them. If the Fund does not assume the defense, the FDI Indemnified Persons shall not consent to a settlement or any other disposition not involving a final adjudication without the prior consent of the Fund. The Fund’s indemnification agreement contained in this Section 2.15 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the FDI Indemnified Persons, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to the benefit of the FDI Indemnified Persons and, if the FDI Indemnified Persons are natural persons, their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify FDI of the commencement of any litigation or proceedings against the Fund or any of its officers or Trustees in connection with the issue and sale of Shares.

          2.16. FDI agrees to indemnify, defend and hold the Fund, its several officers and Trustees, and any person who controls the Fund within the meaning of Section 15 of the 1933 Act (the “Fund Indemnified Persons”) free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Fund Indemnified Persons, may incur under the 1933 Act, the 1940 Act, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund Indemnified Persons resulting from such claims or demands, (a) shall arise out of or be based upon any unauthorized sales literature, advertisements, information, statements or representations or any Disqualifying Conduct in connection with the offering and sale of any Shares, (b) shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact

contained in information furnished in writing by FDI to the Fund specifically for use in the Fund’s registration statement, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by FDI to the Fund and required to be stated in such answers or necessary to make such information not misleading or (c) any other liability to which the Fund becomes subject by reason of willful misfeasance, bad faith or gross negligence in the performance (or failure to perform) of FDI’s duties under the Agreement. FDI’s agreement to indemnify the Fund Indemnified Persons, as aforesaid, is expressly conditioned upon FDI being notified of any action brought against the Fund Indemnified Persons, such notification to be given by letter, by facsimile or by telegram addressed to FDI at its address set forth below within a reasonable period of time after the summons or other first legal process shall have been served. FDI shall have the right to control the defense of such action, with counsel of its own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on FDI’s part, and in any other event the Fund Indemnified Persons shall each have the right to participate in the defense or preparation of the defense of any such action. The failure so to notify FDI of any such action shall not relieve FDI from any liability which FDI may have to the Fund Indemnified Persons by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of FDI’s indemnity agreement contained in this Section 2.16. This agreement of indemnity will inure exclusively to the benefit of the Fund Indemnified Persons, and if the Fund Indemnified Persons are natural persons, their respective estates, and to the benefit of any controlling persons and their successors. FDI agrees promptly to notify the Fund of the commencement of any litigation or proceedings against FDI or any of its officers or directors in connection with the issue and sale of Shares.

          2.17. No Shares shall be offered by either FDI or the Fund under any of the provisions of this Agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on file with the SEC; provided, however, that nothing contained in this Section 2.17 shall in any way restrict or have an application to or bearing upon a Fund’s obligation to repurchase any Shares from any shareholder in accordance with the provisions of the Fund’s prospectus or the Trust’s charter documents.

          2.18. Notwithstanding anything in this Agreement to the contrary, except as specifically set forth below: (A) neither party shall be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; or elements of nature; (B) neither party shall be liable for any consequential, special or indirect losses or damages suffered by the other party, whether or not the likelihood of such losses or damages was known by the party; (C) no affiliate, director,

officer, employee, manager, shareholder, partner, agent, counsel or consultant of either party shall be liable at law or in equity for the obligations of such party under this Agreement or for any damages suffered by the other party related to this Agreement; and (D) each party shall have a duty to mitigate damages for which the other party may become responsible; the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund, and no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise; and in asserting any rights or claims under this Agreement, FDI shall look only to the assets and property of the Fund to which FDI’s rights or claims relate in settlement of such rights or claims.

          2.19. The Fund agrees to advise FDI promptly:

	(a)		in the event of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose; and
	(b)		of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading.

          2.20. The Trust agrees to comply in all material respects with all applicable provisions of the 1940 Act, the 1933 Act, and all other federal and state laws governing the issuance and sale of Shares or otherwise applicable to the Trust.

3. Offering Price

          Shares of any class of a Fund offered for sale by FDI shall be offered at the net asset value per share (the “Offering Price”) plus any applicable purchase premium, as set forth in the then-current prospectus. In addition, Shares of any class of the Fund offered for sale by FDI may be subject to a redemption fee, as set forth in the Fund’s then-current prospectus. Purchase premiums and redemption fees are retained by the Fund.

4. Term

          This Agreement shall become effective with respect to the Fund as of the date hereof and will continue until August 1, 2009 and will continue thereafter so long as such continuance is specifically approved at least annually (i) by the Trust’s Board of Trustees or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event its continuance also is approved by a majority of the Board of Trustees who are not “interested persons” of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable with respect to a Fund, without penalty, on not less than sixty days’ notice to FDI, by the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund. This Agreement may be terminated by FDI on ninety days’ written notice to the Fund. This Agreement will automatically and immediately terminate in the event of its “assignment.” (As used in this Agreement, the terms

“majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings as such terms have in the 1940 Act). FDI agrees to notify the Fund immediately upon the event of its expulsion, suspension or censure by FINRA. This Agreement will automatically and immediately terminate in the event of FDI’s expulsion or suspension by FINRA.

5. Confidentiality

          5.1. Each party (for purposes of this Section 5, a “Receiving Party”) agrees to keep confidential all information disclosed by the other party (for purposes of this Section 5, a “Disclosing Party”), including, without limitation all forms and types of financial, business, marketing, operations, technical, economic and engineering information of the Disclosing Party, whether tangible or intangible.

          5.2. Notwithstanding any provision of this Agreement to the contrary, the parties agree that the following information shall not be deemed confidential information: (i) information that was known to the receiving party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the party seeking to enforce its rights under this Section 5; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information.