FIRST AMENDMENT TO THE SHAREHOLDER SERVICE AGREEMENT BY AND AMONG HEWITT ASSOCIATES LLC AND GMO SERIES TRUST

Exhibit (m)(9)(i)

FIRST AMENDMENT TO THE SHAREHOLDER SERVICE

AGREEMENT BY AND AMONG XXXXXX ASSOCIATES LLC AND

GMO SERIES TRUST

THIS AMENDMENT, dated as of the 7th day of March 2014, by and among GMO Series Trust (the “Series Trust”) and Xxxxxx Associates LLC (the “Xxxxxx”)

WITNESSETH

WHEREAS, the Series Trust and Xxxxxx entered into an agreement dated October 2, 2012 (the “Agreement”);

WHEREAS, the Series Trust and Xxxxxx desire to amend the Agreement in accordance with the terms thereof.

NOW THEREFORE, in consideration of the above premises, the Series Trust and Xxxxxx hereby amend the Agreement as follows:

The existing Schedule A, Funds, shall be deleted in its entirety and replaced with the attached Amended and Restated Schedule A.

IN WITNESS WHEREOF, GMO Trust and the Company have caused this Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

GMO SERIES TRUST ON BEHALF OF EACH FUND ON SCHEDULE A, SEVERALLY AND NOT JOINTLY*

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Vice President and Asst. Clerk
Date:		3/7/2014

* The Series Trust is a Massachusetts business trust and a copy of the Agreement and Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts. Notice is hereby given that this Agreement is executed on behalf of the Trustees of the Series Trust as Trustees and not individually, and that the obligations of or arising out of this Agreement with respect to each series of the Series Trust are not binding upon any of the Trustees or shareholders individually, but are binding upon the assets and property of that series.

1

XXXXXX ASSOCIATES LLC

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		VP – Legal
Date:		March 7, 2014

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AMENDED AND RESTATED SCHEDULE A

THE FUNDS

Fund		Share Class		CUSIP #		12b-1 Fee
GMO Benchmark Free Allocation Series Fund R4		R4		380131417		25
GMO Benchmark Free Allocation Series Fund R5		R5		380131391		10
GMO Benchmark Free Allocation Series Fund R6		R6		380131383		0
GMO Core Plus Bond Series Fund R4		R4		380131649		25
GMO Core Plus Bond Series Fund R5		R5		380131631		10
GMO Core Plus Bond Series Fund R6		R6		380131623		0
GMO Emerging Countries Series Fund R4		R4		380131672		25
GMO Emerging Countries Series Fund R5		R5		380131664		10
GMO Emerging Countries Series Fund R6		R6		380131656		0
GMO Foreign Fund Series Fund R4		R4		380131714		25
GMO Foreign Fund Series Fund R5		R5		380131698		10
GMO Foreign Fund Series Fund R6		R6		380131680		0
GMO Global Asset Allocation Series Fund R4		R4		380131441		25
GMO Global Asset Allocation Series Fund R5		R5		380131433		10
GMO Global Asset Allocation Series Fund R6		R6		380131425		0
GMO Global Equity Allocation Series Fund R4		R4		380131474		25
GMO Global Equity Allocation Series Fund R5		R5		380131466		10
GMO Global Equity Allocation Series Fund R6		R6		380131458		0
GMO International Bond Series Fund R4		R4		380131615		25
GMO International Bond Series Fund R5		R5		380131599		10
GMO International Bond Series Fund R6		R6		380131581		0
GMO International Developed Equity Allocation Series Fund R4		R4		380131375		25
GMO International Developed Equity Allocation Series Fund R5		R5		380131367		10
GMO International Developed Equity Allocation Series Fund R6		R6		380131359		0
GMO International Equity Allocation Series Fund R4		R4		380131516		25
GMO International Equity Allocation Series Fund R5		R5		380131490		10
GMO International Equity Allocation Series Fund R6		R6		380131482		0
GMO Quality Series Fund R4		R4		380131409		25
GMO Quality Series Fund R5		R5		380131508		10
GMO Quality Series Fund R6		R6		380131607		0
GMO U.S. Core Equity Series Fund R4		R4		380131102		25
GMO U.S. Core Equity Series Fund R5		R5		380131201		10
GMO U.S. Core Equity Series Fund R6		R6		380131300		0