AMENDMENT TO SERVICES AGREEMENT BY AND AMONG NATIONAL FINANCIAL SERVICES LLC, FIDELITY BROKERAGE SERVICES LLC, FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC., AND GMO SERIES TRUST

Exhibit (m)(5)(i)

AMENDMENT TO SERVICES AGREEMENT BY AND AMONG NATIONAL

FINANCIAL SERVICES LLC, FIDELITY BROKERAGE SERVICES LLC, FIDELITY

INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC., AND GMO SERIES TRUST

THIS AMENDMENT, effective as of the first day of July, 2014, is by and among National Financial Services LLC (“NFS”), Fidelity Brokerage Services LLC (“FBS”), Fidelity Investments Institutional Operations Company, Inc. (“FIIOC”), and GMO Series Trust (“Fund/Agent”);

WITNESSETH:

WHEREAS, NFS, FBS, FIIOC, Fund/Agent entered into a Services Agreement dated May 1st, 2012 (the “Agreement”), with regard to certain administrative services provided to beneficial owners of shares of mutual funds or other investment products associated with Fund/Agent; and

WHEREAS, the parties now desire to amend the Agreement as provided for in the relevant sections thereof.

NOW THEREFORE, in consideration of the above premises the parties now amend the Agreement by:

(1) Restating in its entirety Exhibit C as attached hereto.

IN WITNESS WHEREOF, the parties have executed this amendment as of the date first written above.

GMO Series Trust* on behalf of the Funds separately and not jointly						National Financial Services LLC Member NYSE, SIPC
By:		/s/ Xxxxx Xxxxxxxx				By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxxx				Name:		Xxxxxxx Xxxxxxx
Title:		Clerk				Title:		VP
Date:		7/11/14				Date:		7/14/2014
Fidelity Brokerage Services LLC Member NYSE, SIPC						Fidelity Investments Institutional Operations Company, Inc.
By:		/s/ Xxxxxxx Xxxxxx				By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxxx Xxxxxx				Name:		Xxxxxx Xxxxx
Title:		EVP Funds Network				Title:		SVP
Date:		7/14/2014				Date:		7/11/2014

* 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 State of the Commonwealth of Massachusetts. Notice is hereby riven 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.

EXHIBIT C

FUNDS

Fund Information										Participation
Legal Fund Name				Ticker		CUSIP				No Transaction Fee Fund Program				FIIOC Channel Service Payment		RFN Fee
										NTF to all Brokerage Channels		NTF to Advisers only						FIIOC Channel Redemption Fee (minimum hold/fee rate)
1.		GMO Benchmark Free Allocation Series Fund R4					380131417							0.25%		0.00%			N/A				N/A
2.		GMO Core Plus Bond Series Fund R4					380131649							0.25%		0.00%			N/A				N/A
3.		GMO Emerging Countries Series Fund R4					380131672							0.25%		0.00%			N/A				N/A
4.		GMO Foreign Fund Series Fund R4					380131714							0.25%		0.00%			N/A				N/A
5.		GMO Global Asset Allocation Series Fund R4					380131441							0.25%		0.00%			N/A				N/A
6.		GMO Global Equity Allocation Series Fund R4					380131474							0.25%		0.00%			N/A				N/A
7.		GMO International Bond Series Fund R4					380131615							0.25%		0.00%			N/A				N/A
8.		GMO International Equity Allocation Series Fund R4					380131516							0.25%		0.00%			N/A				N/A
9.		GMO Quality Series Fund R4					380131409							0.25%		0.00%			N/A				N/A
10.		GMO U.S. Core Equity Series Fund R4					380131102							0.25%		0.00%			N/A				N/A
11.		GMO International Developed Equity Allocation Series R4					380131375							0.25%		0.00%			N/A				N/A
12.		GMO Benchmark Free Allocation Series Fund R5					380131391							0.10%		0.00%			N/A				N/A
13.		GMO Core Plus Bond Series Fund R5					380131631							0.10%		0.00%			N/A				N/A
14.		GMO Emerging Countries Series Fund R5					380131664							0.10%		0.00%			N/A				N/A
15.		GMO Foreign Fund Series Fund R5					380131698							0.10%		0.00%			N/A				N/A
16.		GMO Global Asset Allocation Series Fund R5					380131433							0.10%		0.00%			N/A				N/A
17.		GMO Global Equity Allocation Series Fund R5					380131466							0.10%		0.00%			N/A				N/A
18.		GMO International Bond Series Fund R5					380131599							0.10%		0.00%			N/A				N/A
19.		GMO International Equity Allocation Series Fund R5					380131490							0.10%		0.00%			N/A				N/A
20.		GMO Quality Series Fund R5					380131508							0.10%		0.00%			N/A				N/A
21.		GMO U.S. Core Equity Series Fund R5					380131201							0.10%		0.00%			N/A				N/A
22.		GMO International Developed Equity Allocation Series R5					380131367							0.10%		0.00%			N/A				N/A
23.		GMO Benchmark Free Allocation Series Fund R6					380131383							0.00%		0.00%			N/A				N/A
24.		GMO Core Plus Bond Series Fund R6					380131623							0.00%		0.00%			N/A				N/A
25.		GMO Emerging Countries Series Fund R6					380131656							0.00%		0.00%			N/A				N/A
26.		GMO Foreign Fund Series Fund R6					380131680							0.00%		0.00%			N/A				N/A
27.		GMO Global Asset Allocation Series Fund R6					380131425							0.00%		0.00%			N/A				N/A
28.		GMO Global Equity Allocation Series Fund R6					380131458							0.00%		0.00%			N/A				N/A
29.		GMO International Bond Series Fund R6					380131581							0.00%		0.00%			N/A				N/A
30.		GMO International Equity Allocation Series Fund R6					380131482							0.00%		0.00%			N/A				N/A
31.		GMO Quality Series Fund R6					380131607							0.00%		0.00%			N/A				N/A
32.		GMO U.S. Core Equity Series Fund R6					380131300							0.00%		0.00%			N/A				N/A
33.		GMO International Developed Equity Allocation Series R6					380131359							0.00%		0.00%			N/A				N/A

For purposes of Fund availability to the Brokerage Channels, the parties acknowledge and agree that the term “investment adviser” or “adviser” is intended to include registered investment advisers, third party administrators, banks, trust departments, and family office clients. If a Fund is designated as “NTF to Advisers Only” on this Exhibit C, the Fund may be made available under the No Transaction Fee Fund Program to Correspondents for managed

accounts. Fund/Agent acknowledges and agrees that FBS will make institutional share class of funds available to family office clients unless Fund/Agent notifies FBS to the contrary. Fund/Agent further acknowledges and agrees that FBS will make fund shares available on a load-waived basis to accounts maintained for employee benefit plans and accounts maintained through investment advisers unless the Fund/Agent notifies FBS to the contrary.