0001193125-14-327495 Sample Contracts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • August 29th, 2014 • GMO Series Trust

This Administration Agreement is amended and restated as of August 31, 2014 between GMO SERIES TRUST, a Massachusetts business trust (the “Trust”) on behalf of each of its series listed on Exhibit I hereto (each, a “Fund,” and collectively, the “Funds”), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Administrator”).

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FIRST AMENDMENT TO THE SERVICES AGREEMENT
Services Agreement • August 29th, 2014 • GMO Series Trust

This Amendment is made effective as of the first day of March, 2014 by and between GMO Series Trust (the “Company”) and Mercer HR Services, LLC (“MHRS”) as parties to the Services Agreement dated April 1, 2012 (the “Agreement”).

TRUST FUND/SERV AND NETWORKING AGREEMENT
Trust Fund/Serv and Networking Agreement • August 29th, 2014 • GMO Series Trust • Massachusetts

THIS TRUST FUND/SERV AND NETWORKING AGREEMENT is made and entered into as of the 27th day of May, 2014, by and between GMO SERIES TRUST (“Fund Company”) and BOSTON FINANCIAL DATA SERVICES, INC. (the “Trust Entity”).

FIRST AMENDMENT TO THE SHAREHOLDER SERVICES AGREEMENT BETWEEN BMO HARRIS BANK N.A. AND GMO SERIES TRUST
Shareholder Services Agreement • August 29th, 2014 • GMO Series Trust

THIS AMENDMENT, dated as of the 5th day of March 2014, by and between GMO Series Trust (the “Fund Company”) and BMO Harris Bank N. A. (the “Service Provider”).

SERVICE AGREEMENT
Service Agreement • August 29th, 2014 • GMO Series Trust • Texas

This Service Agreement (“Agreement”) is made as of August 1, 2014 by and between GMO Series Trust (“Company”), a Massachusetts business trust, located at 40 Rowes Wharf, Boston, MA 021110, and VALIC Retirement Services Company (“VRSCO” or “Service Provider”), a Texas corporation, located at 2919 Allen Parkway, Houston, Texas 77019.

SERVICE AGREEMENT
Service Agreement • August 29th, 2014 • GMO Series Trust • Massachusetts

This Agreement is entered into as of June 18, 2014 between Lincoln Retirement Services Company, LLC (“Recordkeeper”) organized as an Indiana limited liability company, 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.

FIRST AMENDMENT TO THE CONNECTICUT HIGHER EDUCATION TRUST PARTICIPATION AGREEMENT
Connecticut Higher Education Trust Participation Agreement • August 29th, 2014 • GMO Series Trust

This Amendment (this “Amendment”) is made and entered into as of this 2nd day of July, 2014 (the “Effective Date”), between TIAA-CREF Tuition Financing, Inc. (“TFI”) and GMO Series Trust (“GMO”) and modifies the Connecticut Higher Education Trust Participation Agreement dated June 29, 2012 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.

AMENDMENT TO OPERATING AGREEMENT
Operating Agreement • August 29th, 2014 • GMO Series Trust

This Amendment (“Amendment”) is made as of June 12, 2014, by and between Charles Schwab & Co., Inc. (“Schwab”), a California corporation, and each registered investment company (“Fund Company”) executing this Amendment on its own behalf and on behalf of each of its series or classes of shares (“Fund(s)”) listed on Schedule I hereto, and amends the Operating Agreement between the parties, made as of April 19, 2000, as amended thereafter (“Operating Agreement”). All capitalized terms used in the Amendment and not defined herein shall have the meaning ascribed to them in the Operating Agreement.

FIRST AMENDMENT TO THE SHAREHOLDER SERVICES AGREEMENT BY AND BETWEEN ING INSTITUTIONAL PLAN SERVICES, LLC AND GMO SERIES TRUST
Shareholder Services Agreement • August 29th, 2014 • GMO Series Trust

THIS AMENDMENT, dated as of the 14th day of March 2014, by and among GMO Series Trust (the “Company”) and ING Institutional Plan Services, LLC (“ING”).

AMENDMENT TO THE SERVICES AGREEMENT BY AND BETWEEN WELLS FARGO BANK, N.A. AND GMO SERIES TRUST
Services Agreement • August 29th, 2014 • GMO Series Trust

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

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
Services Agreement • August 29th, 2014 • 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”);

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