0001193125-13-353880 Sample Contracts

CONFORMING DISTRIBUTION AGREEMENT
Conforming Distribution Agreement • August 30th, 2013 • 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”).

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AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • August 30th, 2013 • GMO Series Trust

This Administration Agreement is amended and restated as of August 31, 2013 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”).

MANAGEMENT CONTRACT
Management Contract • August 30th, 2013 • GMO Series Trust

Management Contract executed as of August 31, 2013 between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of its GMO International Opportunities Equity Allocation Series Fund (the “Fund”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Manager”).

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