0001193125-13-276895 Sample Contracts

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • June 28th, 2013 • GMO Series Trust • New York

This Shareholder Services Agreement (the “Agreement”) is made as of January 11, 2013 by GMO Series Trust, a Massachusetts business trust Fund Company having an address at 40 Rowes Wharf, Boston, Massachusetts 02110 (“Fund Company”) and BMO Harris Bank N.A., a national banking association having an address at 11270 West Park Place, Suite 400, Milwaukee, WI 53224 (“Service Provider”) (collectively, the “Parties”).

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SERVICE AGREEMENT
Service Agreement • June 28th, 2013 • GMO Series Trust • Massachusetts

This Agreement is entered into as of January 9, 2013 between Mid Atlantic Capital Corporation (“Recordkeeper”) organized as a Pennsylvania Corp., and GMO Series Trust (“Series Trust”), an investment company with multiple series (each, a “Fund” and together, the “Funds”) registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and organized as a Massachusetts business trust.

SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • June 28th, 2013 • GMO Series Trust • Connecticut

THIS AGREEMENT is made and entered into as of this 22nd day of January, 2013 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLC (“ING Institutional”), ING Financial Advisers, LLC (“ING Financial”) (collectively, “ING”), and GMO Series Trust, (the “Series Trust”) a registered open-end management investment company (each a “Fund” or collectively the “Funds”).

CONNECTICUT HIGHER EDUCATION TRUST PARTICIPATION AGREEMENT
Participation Agreement • June 28th, 2013 • GMO Series Trust • New York

THIS AGREEMENT is made effective as of the 29th day of June, 2012 by and among TIAA-CREF Tuition Financing, Inc., a Delaware corporation (“TFI”), GMO Series Trust, a Massachusetts business trust (the “Trust”).

SERVICES AGREEMENT
Services Agreement • June 28th, 2013 • GMO Series Trust • Massachusetts

THIS AGREEMENT (the “Agreement”) is made as of the first day of May, 2012 by and among: (1) National Financial Services LLC (“NFS”) and Fidelity Brokerage Services LLC (“FBS”) (solely with respect to Articles One and Three); (2) Fidelity Investments Institutional Operations Company, Inc. (“FIIOC”) (solely with respect to Articles Two and Three); and (3) GMO Series Trust (“Fund/Agent”). NFS, FBS, and FIIOC are collectively referred to as “Fidelity” herein.

Shareholder Service Agreement
Shareholder Service Agreement • June 28th, 2013 • GMO Series Trust • Illinois

Agreement made as of the 2nd day of October, 2012 by and among Hewitt Associates LLC (“Hewitt”) and GMO Series Trust (“The Series Trust”).

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