Goldman Sachs Trust Retail Service Agreement — TPA Assistance Version Date Service Organization Address RE: Goldman Sachs Trust (the “Trust”)Retail Service Agreement Ladies and Gentlemen:

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Xxxxxxx Xxxxx Trust Retail Service Agreement — TPA Assistance Version

Date

Service Organization
Address

RE:      Xxxxxxx Xxxxx Trust (the “Trust”)Retail Service Agreement

Ladies and Gentlemen:

The undersigned, Xxxxxxx, Xxxxx & Co. (“Xxxxxxx Xxxxx”), 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, is the principal distributor of the shares of beneficial interest of the Trust. Xxxxxxx Xxxxx Asset Management, a separate operating division of Xxxxxxx Xxxxx, or an affiliate thereof, acts as an investment adviser to the Trust, which is an open-end management investment company that includes the Xxxxxxx Xxxxx Asset Allocation Portfolios, Xxxxxxx Xxxxx Fixed Income Funds, Xxxxxxx Xxxxx Domestic Equity Funds and Xxxxxxx Xxxxx International Equity Funds (such Funds now or hereafter offered by the Trust are individually referred to herein as a “Fund” and, collectively, as the “Funds”). Shares or units of beneficial interest (the “Shares”) of each Fund are divided into separate classes. This Agreement relates to Class A Shares of the Funds.

You are a financial institution or other service provider (the “Service Organization”) whose customers include employee benefit plans that purchase, hold, exchange and redeem Shares of the Funds (the “Customers”). Certain recordkeeping, reporting and processing services are provided by a third party administrator (“TPA”) in connection with the Customers’ investments. You are willing to perform, and Xxxxxxx Xxxxx wishes to compensate you for performing, support services with respect to the Customers, including assisting the TPA in the performance of its services (the “Services”). Accordingly, the Service Organization and Xxxxxxx Xxxxx agree as follows:

     1. Agreement to Provide Services. Xxxxxxx Xxxxx hereby engages the Service Organization, and the Service Organization hereby agrees, to perform the following Services: (a) assist in establishing and maintaining individual accounts and records with respect to those Shares of the Funds owned by the Customers; (b) assist in processing Customer orders to purchase, redeem and exchange Shares promptly and in accordance with the effective prospectus relating to such Shares; (c) assist in receiving and transmitting funds representing the purchase price or redemption proceeds of such Shares; (d) assist in providing periodic statements to each Customer showing account balances and transactions during the relevant period; (e) assist in disbursing dividends and distributions declared on Shares of the Funds; (f) assist in mailing to Customers reports and proxy statements issued by the Trust; (g) assist in handling tax withholding and remittances required by federal income tax laws with respect to Customer accounts, preparing and filing with the Internal Revenue Service required returns and statements and preparing and mailing to Customers statements and reports concerning dividends and distributions to shareholders that are required by the Investment Company Act of 1940 (the “1940 Act”) or federal income tax laws; (h) assist in acting as liaison between Customers and the Trust, including obtaining information from the Trust, assisting the Trust in correcting errors and resolving problems; (i) assist in providing services similar to those listed above to the participants in Customers that are participant-directed plans; and (j) provide such statistical and other information as may be reasonably requested by Xxxxxxx Xxxxx or necessary for Xxxxxxx Xxxxx or the Funds to comply with applicable federal or state laws, including reports of sales of the Classes of the Funds in each state or other jurisdiction for purposes of complying with state securities or “Blue Sky” laws.

     2. Expenses of the Service Organization. The Service Organization shall furnish such office space, equipment, facilities and personnel as may be necessary to perform its duties hereunder. The Service Organization shall bear all costs incurred by it in performing such duties.

     3. Fees Payable to the Service Organization. For the Services provided and the expenses incurred by the Service Organization hereunder, Xxxxxxx Xxxxx will pay to the Service Organization a quarterly service fee equal on an annual basis to 0.25% of the average daily net asset value of the Shares of each Fund which are owned beneficially by Customers during such period.

     4. Performance of Duties. In performing its duties hereunder, the Service Organization will act in conformity with Xxxxxxx Xxxxx’ instructions, the terms of its Customer agreements, the then effective prospectuses and statements of additional information for the Shares of each Fund, the Investment Company Act of 1940, as amended (the “1940 Act”), the Employee Retirement Income Security Act of 1974 (“ERISA”) and all other applicable federal and state laws, regulations and rulings and the constitution, by-laws and rules of any applicable self-regulatory organization. The Service Organization will assume sole responsibility for its compliance with applicable federal and state laws and regulations, and shall rely exclusively upon its own determination, or that of its legal advisers, that the performance of its duties hereunder complies with such laws and regulations. Under no circumstances shall the Trust, any Fund, Xxxxxxx Xxxxx or any of their affiliates be held responsible or liable in any respect for any statements or representations made by them or their legal advisers to the Service Organization or any Customer of the Service Organization concerning the applicability of any federal or state laws or regulations to the activities described herein. The Service Organization will perform its duties hereunder in a manner consistent with the customs and practices of other institutions that provide similar services.

     5. Money Laundering. The Service Organization and its agents are required either by law or as a matter of good practice to operate policies and procedures for the purpose of guarding against money laundering activities. Amongst other matters, those policies and procedures include the identification of clients and the source of moneys provided by clients and the identification of “suspicious transactions”. We have agreed that investments made on behalf of Clients must be made through a nominee or omnibus account in your name (or your clearing agent’s name on your behalf) and have agreed that corresponding information identifying Clients will not be sought by us from each of your Clients. As a consequence, you are required to identify your Clients underlying each transaction and the source of the moneys and to identify whether such transactions are suspicious transactions. You hereby agree that you will fully comply with all applicable anti-money laundering laws, rules and regulations and that in respect of each order for the purchase of Shares which either you or your agents or your Clients place with the Service Organization: (a) you have obtained recent evidence satisfactory in nature to establish the identity of each Client and/or principal to the transaction and the beneficial owner(s) of the Shares so purchased; and (b) such evidence will be made available to us or to the Service Organization or its agents for regulatory purposes, on request; and (c) you will identify any suspicious transaction to us.

     6. Representations and Warranties. The Service Organization hereby represents, warrants and covenants to Xxxxxxx Xxxxx:

(a). (i) That it is an investment adviser as defined under Section 202(a)(11) of the Investment Advisers Act of 1940 (the “Advisers Act”); it is registered and in good standing, and will during the term of this Agreement remain in good standing, as an investment adviser with the United States Securities and Exchange Commission (the “Commission”) or with the securities commission of any state, territory or possession of the United States and is in full compliance with the rules, regulations and policies of the aforesaid commissions, particularly those rules, regulations and policies governing capital requirements, financial reporting, bonding, fiduciary standards and supervisory concerns; and its entering into and performing its obligations under this Agreement does not and will not violate any laws, rules or regulations (including Rule 206(4)-2 under the Advisers Act and rules or regulations of any self-regulatory organization); or

(ii) That it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); that it is registered and in good standing, and will during the term of this Agreement remain in good standing (A) as a broker-dealer with the Commission pursuant to Section 15 of the Exchange Act and with the securities commission of any state, territory or possession of the United States and (B) as a member of the National Association of Securities Dealers, Inc. (the “NASD”) and/or any stock exchange or other self-

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			regulatory organization in which the Service Organization’s membership is necessary for the conduct of its business under this Agreement, and is in full compliance with the rules, regulations and policies of the aforesaid commissions and organizations, particularly those rules, regulations and policies governing capital requirements, financial reporting, bonding, fiduciary standards and supervisory concerns; and its entering into and performing its obligations under this Agreement does not and will not violate any laws, rules or regulations (including the net capital and customer protection rules of the Commission and the rules or regulations of the NASD or any self-regulatory organization or any so-called “restriction” letter with the NASD); or
	(iii)		That it is a depository institution (A) organized, chartered or holding an authorization certificate under the laws of a state or of the United States, which authorizes the Service Organization to receive deposits, including a savings, share, certificate or deposit account, and which is regulated, supervised and examined for the protection of depositors by an official or agency of a state or the United States and is insured by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund, or (B) is a trust company or other institution that is authorized by federal or state law to exercise fiduciary powers of a type a national bank is permitted to exercise under the authority of the United States Office of the Comptroller of the Currency, and is regulated, supervised and examined by an official or agency of a state or the United States; and its entering into and performing its obligations under this Agreement does not and will not violate any laws, rules or regulations or require its registration as a broker or dealer under federal or state law.

(b). That it is a corporation, association or partnership duly organized, validly existing, and in good standing under the laws of the state of its organization;

	(c).		That entering into and performing its obligations under this Agreement does not and will not violate (i) its charter or by-laws; or (ii) any agreements to which it is a party;
	(d).		If the Service Organization is a depository institution or broker or dealer, in processing Customer orders to purchase, redeem and exchange Shares, (i) it shall act solely for the account of its Customer; (ii) the Customer will have full beneficial ownership of any Shares purchased upon its authorization order; and (iii) under no circumstances will any transactions be for the account of the Service Organization. Under no circumstances will the Service Organization make any oral or written representations to the contrary;
	(e).		With respect to the purchase, redemption or exchange of Fund Shares for Customer accounts with respect to which the Service Organization is a fiduciary under state or federal trust or comparable fiduciary requirements, or, in the case of any such accounts which are subject to the Employee Retirement Income Security Act of 1974, as amended, the Service Organization is a fiduciary or party in interest, the Service Organization represents that the purchase, redemption or exchange of such Shares, and the Service Organization’s receipt of the relevant fee described in Section 3 hereof, is permissible under all such applicable requirements and complies with any restrictions, limitations or procedures under such requirements;
	(f).		It will keep confidential any information acquired as a result of this Agreement regarding the business and affairs of the Trust and Xxxxxxx, Xxxxx & Co., which requirement shall survive the term of this Agreement; and
	(g).		It will not, without written consent of the Trust in each instance, use in advertising, publicity, administering and servicing the Funds or otherwise the name of the Trust, Xxxxxxx, Xxxxx & Co., or any of their affiliates nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof (the “Mark”) of the Trust, Xxxxxxx, Xxxxx & Co. or their affiliates. Service Organization acknowledges that Xxxxxxx Xxxxx owns all right, title and interest in and to the Mark and the registration thereof. Upon termination of this Agreement, the

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Service Organization or its successor, (to the extent and as soon as it lawfully can), will cease the use of the Mark.

     7. Limitation of Liability. The Service Organization agrees that neither Xxxxxxx Xxxxx, any Fund nor any of their agents shall have any responsibility or liability to review any purchase, exchange or redemption request which is presented by the Service Organization or the TPA: (i) to determine whether such request is genuine or authorized by the Customer of the Service Organization; or (ii) to determine the suitability of the selected Class or Fund for such Customer. Xxxxxxx Xxxxx, each Fund and their agents shall be entitled to rely conclusively on any purchase or redemption request communicated to any of them by the Service Organization or the TPA, and shall have no liability whatsoever for any losses, claims or damages to or against the Service or any Customer resulting from a failure of the Service Organization or the TPA to transmit any such request, or from any errors contained in any request. Any such failure or error shall be the responsibility of the service organization.

     8. Amendment; Termination. This Agreement may be amended by a written instrument executed by both parties and may be terminated by Xxxxxxx Xxxxx or the Service Organization at any time on 60 days’ written notice mailed or delivered to the other party at its address set forth above.

     9. Indemnification. Xxxxxxx Xxxxx agrees to indemnify the Service Organization and each person who controls (as defined in Section 2(a)(9) of the 1940 Act) the Service Organization from and against any losses, claims, damages, expenses (including reasonable fees and expenses of counsel) or liabilities (“Damages”) to which the Service Organization or such person may become subject in so far as such Damages arise out of the failure of Xxxxxxx Xxxxx or its employees or agents to comply with Xxxxxxx Xxxxx’ obligations under this Agreement or any other agreement between Xxxxxxx Xxxxx and the Service Organization relating to the performance of Services hereunder (a “Covered Agreement”). The Service Organization agrees to indemnify Xxxxxxx Xxxxx, the Funds, their agents and each person who controls (as defined in Section 2(a)(9) of the 1940 Act) any of them from and against any Damages to which any of them may become subject in so far as such Damages arise out of the purchase, redemption, transfer or registration of Shares by the Service Organization’s Customers, any request related thereto by the Service Organization or its employees or agents, or the failure of the Service Organization or its employees, agents or Customers to comply with the Service Organization’s obligations under a Covered Agreement. Notwithstanding the foregoing, neither Xxxxxxx Xxxxx nor the Service Organization shall be entitled to be indemnified for Damages arising out of its or its agent’s or employee’s gross negligence. The foregoing indemnity agreements shall be in addition to any liability Xxxxxxx Xxxxx or the Service Organization may otherwise have, and shall survive the termination of this Agreement.

     10. No Association or Agency. The Service Organization shall be deemed an independent contractor and not an agent of Xxxxxxx Xxxxx or any Fund for all purposes hereunder and shall have no authority to act for or represent Xxxxxxx Xxxxx or any Fund. In addition, no officer or employee of the Service Organization shall be deemed to be an employee or agent of the Funds or Xxxxxxx Xxxxx or be subject, in any respect, to the supervision of Xxxxxxx Xxxxx or any affiliate thereof.

     11. Applicable Law. If any provision of this Agreement shall be held or made invalid by a decision in a judicial or administrative proceeding, statute, rule or otherwise, the enforceability of the remainder of this Agreement will not be impaired thereby. This Agreement shall be governed by the laws of the State of New York and shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

Very truly yours,

XXXXXXX, XXXXX & CO.

By:

     [Authorized Officer]

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Accepted and agreed to as of the date first above written:

SERVICE ORGANIZATION

By:

     [Authorized Officer]

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