0000950123-11-084678 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • September 15th, 2011 • GMO Series Trust

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”).

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST GMO SERIES TRUST
Agreement and Declaration of Trust • September 15th, 2011 • GMO Series Trust • Massachusetts

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

CONFORMING CUSTODIAN AGREEMENT
Conforming Custodian Agreement • September 15th, 2011 • GMO Series Trust • Massachusetts

Conforming Custodian Agreement (the “Conforming Agreement”) made as of this 23rd 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 State Street Bank and Trust Company (as successor by merger to Investors Bank Trust Company) (“State Street”).

CONFORMING TRANSFER AGENCY AND SERVICE AGREEMENT
Conforming Transfer Agency and Service Agreement • September 15th, 2011 • GMO Series Trust • Massachusetts

Conforming Transfer Agency and Service Agreement (“Conforming Agreement”) made as of this 23rd 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 State Street Bank and Trust Company (as successor by merger to Investors Bank & Trust Company)(“State Street”).

CONFORMING DISTRIBUTION AGREEMENT
Conforming Distribution Agreement • September 15th, 2011 • GMO Series Trust • Massachusetts

Conforming Distribution Agreement (the “Conforming Agreement”), dated as of this 23rd 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”).

CONFORMING ADMINISTRATION AGREEMENT
Administration Agreement • September 15th, 2011 • GMO Series Trust • Massachusetts

Conforming Administration Agreement (the “Conforming Agreement”), made as of this 23rd day of August, 2011, by and between Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) and State Street Bank and Trust Company (as successor by merger to Investors Bank & Trust Company) (“State Street Bank”).

ADMINISTRATION AGREEMENT
Administration Agreement • September 15th, 2011 • GMO Series Trust

This Administration Agreement is dated [ ], 2011 between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of each of its series listed on Exhibit I hereto (each, a “Fund,” and collectively, the “Funds”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Administrator”).

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