AMENDMENT TO OPERATING AGREEMENT

Exhibit (m)(11)(v)

GMO

AMENDMENT TO OPERATING AGREEMENT

This Amendment (“Amendment”) is made as of June 12, 2014, by and between Xxxxxxx Xxxxxx & 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.

WHEREAS, the parties wish to amend Schedule I to the Operating Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties agree as follows:

1. Schedule I to the Operating Agreement shall be deleted in its entirety and the Schedule I attached hereto shall be inserted in lieu thereof.

2. Except as specifically set forth herein, all other provisions of the Operating Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized representative of the parties hereto.

SCHWAB Required Signature						FUND COMPANY Required Signatures
XXXXXXX XXXXXX & CO., INC.						GMO TRUST, on its own behalf and on behalf of each Fund listed on Schedule I hereto
By:		/s/ Xxxx Xxxxxx				By:		/s/ Xxxxx Xxxxxxxx
		Dough Xxxxxx				Name:		Xxxxx Xxxxxxxx
		Vice President				Title:		Clerk
Date:		6/27/14				Date:
						GMO SERIES TRUST, on its own behalf and on behalf of each Fund listed on Schedule I hereto
						By:		/s/ Xxxxx Xxxxxxxx
						Name:		Xxxxx Xxxxxxxx
						Title:		Clerk
						Date:

.

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GMO

SCHEDULE I TO THE OPERATING AGREEMENT

— Additions and/or changes are noted in BOLD —

Fund Company

Fund

Share Class

No-load

Purchase Availability

PPMF ($)

Minimum Waived

Effective Date

GMO Series Trust

GMO Benchmark Free Allocation Series Fund

Class R6

*

PLAN

$0

—

4/1/14

GMO Series Trust

GMO Global Asset Allocation Series Fund

Class R6

*

PLAN

$0

—

4/1/14

GMO Series Trust

GMO Global Equity Allocation Series Fund

Class R6

*

PLAN

$0

—

4/1/14

GMO Series Trust

GMO International Developed Equity Allocation Series Fund

Class R6

*

PLAN

$0

—

6/12/14

GMO Series Trust

GMO International Equity Allocation Series Fund

Class R6

*

PLAN

$0

—

4/1/14

GMO Trust

GMO Emerging Countries Fund

Class III

None

$20

YES

5/31/02

GMO Trust

GMO Emerging Markets Fund

Class III

None

$0

—

4/19/00

GMO Trust

GMO Foreign Fund

Class II

*

None

$0

—

4/19/00

GMO Trust

GMO International Equity Fund

Class III

(1)

$20

NO

4/19/00

GMO Trust

GMO Quality Fund

Class III

*

(2); (3)

$20

YES

3/10/10

* Indicates that Fund has no sales charge, as that term is defined in Rule 2830, and, if such Fund has a distribution or shareholder servicing plan maintained or adopted pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”), such Fund’s Rule 12b-1 Plan does not exceed 25 basis points per annum.

(1) Indicates that Fund can be made available for purchase to customers of Kaspick and Company LLC.

(2) Indicates that Fund can be made available for purchase to customers of Prodigy Asset Management, LLC.

(3) Indicates that Fund can be made available for purchase to customers of Carleon Capital Partners, LLC.

None Indicates that Fund shares can only be custodied and redeemed through the Account(s) and that Schwab will not place purchases of Fund shares under this Agreement.

PLAN Indicates that Fund can be made available for purchase by participants (including personal choice retirement accounts or otherwise) in retirement and deferred compensation plans and trusts used to fund those plans, including, but not limited to those defined in Section 401(a), 403(b), or 457 of the Internal Revenue Code and “rabbi trusts” for which (a) Schwab acts as broker-dealer, (b) Xxxxxxx Xxxxxx Bank acts as trustee of the trust funds under the Plans, and/or (c) Xxxxxx Retirement Plan Services, Inc. or another entity acts as recordkeeper.

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