0001193125-12-376091 Sample Contracts

SERVICES AGREEMENT
Services Agreement • August 31st, 2012 • GMO Series Trust • New York

This Services Agreement is made effective as of the first day of April, 2012 by and between GMO Series Trust, a Massachusetts business trust, with its principal office at 40 Rowes Wharf, Boston, Massachusetts 02110 (“Company”) and Mercer HR Services, LLC, a Delaware limited liability company, with its principal office at Investors Way, Norwood, Massachusetts 02062 (“MHRS”).

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SELLING AND SERVICING AGREEMENT
Selling and Servicing Agreement • August 31st, 2012 • GMO Series Trust • New York

This Selling and Servicing Agreement (the “Agreement”) is made as of April 19, 2012 between GMO Series Trust (“Company”), a Massachusetts business trust and TIAA-CREF Individual & Institutional Services, LLC (“Intermediary”), a Delaware limited liability company.

ORDER PLACEMENT AGREEMENT
Order Placement Agreement • August 31st, 2012 • GMO Series Trust • Massachusetts

This Agreement is entered into as of March 23, 2012 between The Northern Trust Company (“Trustee”), organized as and Illinois banking corporation, 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.

SERVICES AGREEMENT
Services Agreement • August 31st, 2012 • GMO Series Trust • Massachusetts

This Services Agreement (the “Agreement”) is made and entered into as of March 29, 2012, by and between Wells Fargo Bank, N.A., a national banking association chartered by The Office of the Comptroller of the Currency under the laws of the United States, and GMO Series Trust, a Massachusetts business trust (the “Alliance Partner”).

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