0000950123-11-103757 Sample Contracts

MANAGEMENT CONTRACT
Management Contract • December 21st, 2011 • GMO Series Trust

Management Contract executed as of December 21, 2011 between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Benchmark-Free Allocation Series Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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MANAGEMENT CONTRACT
Management Contract • December 21st, 2011 • GMO Series Trust

Management Contract executed as of December 21, 2011 between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO Developed World Stock Series Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

GMO SERIES TRUST AMENDED AND RESTATED SCHEDULE A TO CONFORMING ADMINISTRATION AGREEMENT DATED AS OF NOVEMBER 22, 2011 LIST OF GMO SERIES TRUST FUNDS
Conforming Administration Agreement • December 21st, 2011 • GMO Series Trust

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

CONFORMING ACCOUNTING AGENCY AGREEMENT
Conforming Accounting Agency Agreement • December 21st, 2011 • GMO Series Trust • Massachusetts

Conforming Accounting Agency Agreement (the “Conforming Agreement”), made as of this 23rd day of November, 2011 by and between GMO Series Trust (the “Series Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and Brown Brothers Harriman & Co. (“BBH&Co.”).

CONFORMING DELEGATION AGREEMENT
Conforming Delegation Agreement • December 21st, 2011 • GMO Series Trust

In establishing systems for the Monitoring of foreign custody arrangements and contracts with Eligible Foreign Custodians, Delegate shall consider the following factors, if such information is available:

GMO Letterhead] December 2, 2011 State Street Bank and Trust Company Attn: Transfer Agent 200 Clarendon Street 16th Floor Boston, MA 02116
Conforming Transfer Agency and Service Agreement • December 21st, 2011 • GMO Series Trust

Pursuant to the Conforming Transfer Agency and Service Agreement, dated August 23, 2011, by and between GMO Series Trust (the “Trust”), on behalf of its series, Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”), and State Street Bank and Trust Company (the “Agreement”), State Street Bank and Trust Company (“State Street”) serves as transfer agent, dividend disbursing agent and agent for certain other activities for the Trust. The purpose of this letter is to instruct State Street to follow the procedures set forth below (the “Procedures”) so that certain conditions set forth by the staff of the Securities and Exchange Commission in a line of “no action” letters1 may be met in connection with the investment by each series of the Trust (each, a “Feeder Fund”) in shares issued by series of GMO Trust (each, a “Master Fund”), and which shares are maintained in the name of the relevant Feeder Fund in the book-entry system of State Street pursuant to the Transfer Agency and Service Agreement, da

CONFORMING CUSTODIAN AGREEMENT
Conforming Custodian Agreement • December 21st, 2011 • GMO Series Trust • Massachusetts

Conforming Custodian Agreement (the “Conforming Agreement”), made as of this 23rd day of November, 2011 by and between GMO Series Trust (the “Series Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and Brown Brothers Harriman & Co. (“BBH&Co.” or the “Custodian).

ADMINISTRATION AGREEMENT
Administration Agreement • December 21st, 2011 • GMO Series Trust

This Administration Agreement is dated January 1, 2012 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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