0001193125-15-165481 Sample Contracts

FIRST AMENDMENT TO ORDER PLACEMENT AGREEMENT BETWEEN GMO SERIES TRUST AND BENEFIT TRUST COMPANY
Order Placement Agreement • May 1st, 2015 • GMO Series Trust • Massachusetts

THIS AMENDMENT, dated as of the First day of March 2013, by and between GMO Series Trust (the “Series Trust”), on behalf of each fund listed on Schedule A (each a “Fund”), severally and not jointly, and Benefit Trust Company (the “Trust Entity”).

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SERVICE AGREEMENT
Service Agreement • May 1st, 2015 • GMO Series Trust • Massachusetts

This Agreement is entered into as of October 28, 2014 between Xerox HR Solutions, LLC (“Recordkeeper”) a Pennsylvania 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.

SERVICE AGREEMENT
Service Agreement • May 1st, 2015 • GMO Series Trust • New York

This Agreement is made as of the 15th day of September, 2014 by and between GMO Series Trust (“Trust”) and NYLIFE Distributors LLC (“Company”).

AGENCY AGREEMENT
Agency Agreement • May 1st, 2015 • GMO Series Trust • Maryland

THIS AGREEMENT is made effective the 1st day of October, 2014, by and among T. Rowe Price Retirement Plan Services, Inc. (the “Recordkeeper”), T. Rowe Price Investment Services, Inc. (the “Broker-Dealer”), and GMO Series Trust (collectively, the “Fund Company).

AGENCY AGREEMENT
Agency Agreement • May 1st, 2015 • GMO Series Trust • New York

THIS AGREEMENT made as of this 25th day of August, 2014 by and between THE VANGUARD GROUP, INC. (“Vanguard”), a Pennsylvania corporation, and GMO Series Trust, a Massachusetts business trust (the “Fund”).

TRADING AND NSCC FUND/SERV NETWORKING AGREEMENT
Trading and NSCC Fund/Serv Networking Agreement • May 1st, 2015 • GMO Series Trust • Colorado

THIS AGREEMENT is made and entered into this 11th day of September 2014 by and between GWFS Equities, Inc. (“GWFS”), a Delaware corporation having its principal office and place of business at 8515 East Orchard Road, Greenwood Village, Colorado, 80111, and GMO Series Trust, a Massachusetts business trust having its principal office and place of business at 40 Rowes Wharf, Boston, MA 02110 (the “Trust”).

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