AMENDMENT TO THE SERVICES AGREEMENT BY AND BETWEEN WELLS FARGO BANK, N.A. AND GMO SERIES TRUST

Exhibit (m)(3)(i)

AMENDMENT TO THE SERVICES AGREEMENT BY AND BETWEEN

XXXXX FARGO BANK, N.A.

AND

GMO SERIES TRUST

THIS AMENDMENT, dated as of the 9^th day of June, 2014, by and among GMO Series Trust (the “Alliance Partner”) and Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”).

WITNESSETH

WHEREAS, the Alliance Partner and Xxxxx Fargo entered into an agreement dated March 29, 2012 (the “Agreement”);

WHEREAS, the Alliance Partner and Xxxxx Fargo desire to amend the Agreement to add additional services that will be provided by Xxxxx Fargo in accordance with the terms thereof.

NOW THEREFORE, in consideration of the above premises, the Alliance Partner and Xxxxx Fargo hereby amend the Agreement as follows:

1. The following WHEREAS clause to be added to the recitals to cover Xxxxx Fargo’s non-recordkeeping business:

WHEREAS, Xxxxx Fargo and Affiliates act as (i) trustee, custodian and/or recordkeeper of various employee benefit plans (the “Plans”) and (ii) as trustee or agent for various institutional accounts in its trust department (the “Trust Accounts”, and together with the Plans, the “Accounts”);

Previous references to the Plans in the Services Agreements and Amendments will be replaced with Trust Accounts, where applicable.

2. The following language shall be added to Section 1, Performance of Services:

(g) Xxxxx Fargo shall provide shareholder and administration services for the Trust Accounts maintained under Xxxxx Fargo non-recordkeeping business. Such services may include, without limitation:

i. maintaining one account for each Trust Account;

ii. providing transfer agent and subtransfer agent services for beneficial owners of Fund shares;

iii. submitting purchase and redemption orders for each Trust Account pursuant to the procedures outlined in Schedule B and C;

iv. responding to inquiries by beneficial owners and providing such owners with statements showing their positions in the Funds;

v. processing dividend payments;

vi. providing subaccounting services for Fund shares held beneficially;

vii. forwarding shareholder communications, such as proxies, shareholder reports, dividend and tax notices, and prospectuses to beneficial owners;

viii. receiving, tabulating, and transmitting proxies executed by beneficial owners;

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ix. providing such other information and services as Alliance Partner may reasonably request, to the extent Xxxxx Fargo is permitted by applicable statute, rule or regulation to provide such information or services (collectively, the “Services”); and

x. provide such information and services relating to the foregoing as Alliance Partner reasonably requests, to the extent Xxxxx Fargo is permitted by applicable law to provide such information or service, including, without limitation notification of whether any of the Accounts meet any of the following definitions:

(a) broker-dealer or an affiliate of a broker-dealer;

(b) investment company; or

(c) pooled vehicle that relies on Section 3(c)(1) or 3(c)(7) of the 1940 Act (Xxxxx Fargo may rely on the representation of an Account representative in responding to an inquiry on whether the Account meets such definition).

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

IN WITNESS WHEREOF, GMO Series Trust and the Xxxxx Fargo 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 AMENDED AND RESTATED SCHEDULE A, SEVERALLY AND NOT JOINTLY*

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Vice President
Date:		6/9/14

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

XXXXX FARGO BANK, N.A.

By:		/s/ Xxxxxxxxx Xxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxx
Title:		Vice President
Date:		6/9/14

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AMENDED AND RESTATED SCHEDULE A

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

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As consideration for providing the Services, each Fund agrees to pay Xxxxx Fargo the fees noted above.

Xxxxx Fargo represents that it has the appropriate authority to receive fees for services provided to Institutional Accounts in the Trust Department, including non-qualified employee benefit plans not subject to ERISA, accounts over which Xxxxx Fargo has investment discretion, and accounts for which Xxxxx Fargo acts as trustee only and does not otherwise provide recordkeeping services. It is Xxxxx Fargo Bank, N.A.’s decision to limit the amount of the fees, which it receives under the Agreement for these preceding account types, to no more than the fees listed in the preceding table (with a maximum fee of no more than 25 basis points).

The fees shall be calculated based upon a 365 day year and shall be calculated on the last day of each month and paid to Xxxxx within 10 business days thereafter. The payment of the fee shall be accompanied by a statement showing the calculation of the fee by the company of the fund.

All payments shall be sent to:

Xxxxx Fargo Bank NA—dealers 2027 and 0929

WIRING INSTRUCTIONS FED FUNDS

Xxxxx Fargo Bank, NA

ABA #000000000

DDA #0000000000

FFC: AU 0000000

Account Name: Reference Fund Company Name and Invoice Period

MAILING INSTRUCTIONS

Xxxxx Fargo Bank, NA

Mutual Fund Fees

X.X. Xxx 000000

Xxxxxxxxx, XX 00000-0000

The parties agree that the fees paid under this Agreement are for Services only and do not constitute payment in any manner for investment advisory or distribution services.

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