SECOND AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT

Exhibit (m)(14)(ii)

SECOND AMENDMENT TO

SHAREHOLDER SERVICES AGREEMENT

This Second Amendment to the Shareholder Services Agreement (“Amendment”) is entered into as of April 27, 2016 by and among GMO Series Trust (“Company”) and MSCS Financial Services Division of Broadridge Business Process Outsourcing, LLC (f/k/a MSCS Financial Services, LLC) (the “Service Provider”).

WHEREAS, the parties entered into a Shareholder Services Agreement, dated March 19, 2014 and as subsequently amended (the “Agreement”);

WHEREAS, the parties desire to amend the Agreement to revise and incorporate certain provisions contained within the Agreement as more particularly provided below.

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Amendments. The Agreement is amended as more particularly provided below.

a. Schedule A. The existing Schedule A to the Agreement shall be deleted in its entirety and replaced with the enclosed Schedule A.

b. Schedule C. The existing Schedule C to the Agreement shall be deleted in its entirety and replaced with the enclosed Schedule C.

2. Recitals Incorporated; Definitions

The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

3. Continuing Provisions of the Agreement

Except as otherwise specifically set forth in this Amendment, all other terms of the Agreement, including all other Schedules and Exhibits, shall remain unchanged and continue in full force and effect.

4. Counterparts Signatures

This Amendment may be executed in any number of counterpart signatures with the same effect as if the parties had all signed the same document. All counterpart signatures shall be construed together and shall constitute one agreement.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first above written.

GMO Series Trust (on behalf of the portfolios separately and not jointly)*						MSCS Financial Services Division of Broadridge Business Process Outsourcing, LLC (f/k/a MSCS Financial Services, LLC)
By:		/s/ Xxxxx Xxxxxxx				By:		/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxx Xxxxxxx				Name:		Xxxxxxxxx Xxxxxx
Title:		V.P. and Assistant Clerk				Title:		Senior Vice President
Date:		5/19/16				Date:		5/17/16

* GMO Series Trust is a Massachusetts business trust and a copy of the Agreement and Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts. Notice is hereby given that this Agreement is executed on behalf of the Trustees of GMO Series Trust and not individually, and that the obligations of or arising out of this Agreement with respect to each series of GMO Series Trust are not binding upon any of the Trustees or shareholders individually, but are binding upon the assets and property of that series.

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SCHEDULE A

THE FUNDS

FUND		Share Class		CUSIP #		12b-1 Fee
GMO Benchmark Free Allocation Series Fund R4		R4		380131417		25
GMO Benchmark Free Allocation Series Fund R5		R5		380131391		10
GMO Benchmark Free Allocation Series Fund R6		R6		380131383		0
GMO Core Plus Bond Series Fund R4		R4		380131649		25
GMO Core Plus Bond Series Fund R5		R5		380131631		10
GMO Core Plus Bond Series Fund R6		R6		380131623		0
GMO Emerging Country Debt Series Fund R4		R4		380131573		25
GMO Emerging Country Debt Series Fund R5		R5		380131565		10
GMO Emerging Country Debt Series Fund R6		R6		380131557		0
GMO Emerging Countries Series Fund R4		R4		380131672		25
GMO Emerging Countries Series Fund R5		R5		380131664		10
GMO Emerging Countries Series Fund R6		R6		380131656		0
GMO Foreign Fund Series Fund R4		R4		380131714		25
GMO Foreign Fund Series Fund R5		R5		380131698		10
GMO Foreign Fund Series Fund R6		R6		380131680		0
GMO Global Asset Allocation Series Fund R4		R4		380131441		25
GMO Global Asset Allocation Series Fund R5		R5		380131433		10
GMO Global Asset Allocation Series Fund R6		R6		380131425		0
GMO Global Equity Allocation Series Fund R4		R4		380131474		25
GMO Global Equity Allocation Series Fund R5		R5		380131466		10
GMO Global Equity Allocation Series Fund R6		R6		380131458		0
GMO International Developed Equity Allocation Series Fund R4		R4		380131375		25
GMO International Developed Equity Allocation Series Fund R5		R5		380131367		10
GMO International Developed Equity Allocation Series Fund R6		R6		380131359		0
GMO International Equity Allocation Series Fund R4		R4		380131516		25
GMO International Equity Allocation Series Fund R5		R5		380131490		10
GMO International Equity Allocation Series Fund R6		R6		380131482		0
GMO Quality Series Fund R4		R4		380131409		25
GMO Quality Series Fund R5		R5		380131508		10
GMO Quality Series Fund R6		R6		380131607		0
GMO SGM Major Markets Series Fund R4		R4		380131342		25
GMO SGM Major Markets Series Fund R5		R5		380131334		10
GMO SGM Major Markets Series Fund R6		R6		380131326		0
GMO U.S. Equity Allocation Series Fund R4		R4		380131102		25
GMO U.S. Equity Allocation Series Fund R5		R5		380131201		10
GMO U.S. Equity Allocation Series Fund R6		R6		380131300		0

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SCHEDULE C

LIST OF CLIENTS WITH APPLICABLE GMO FUND

CLIENT		GMO FUND
HSA Bank Mosaic HSA		GMO Benchmark-Free Allocation Series Fund R6
UA Locals Xx. 000 & 000 Xxxxxxxxxxxx Xxxxxxx Xxxx		XXX Benchmark-Free Allocation Series Fund R6
Minnesota Life		GMO Benchmark-Free Allocation Series Fund R6
Texas Prepaid		GMO Global Asset Allocation Fund

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