SECOND AMENDMENT TO ORDER PLACEMENT AGREEMENT BETWEEN GMO SERIES TRUST AND BENEFIT TRUST COMPANY

Exhibit (m)(21)(ii)

SECOND AMENDMENT TO ORDER PLACEMENT AGREEMENT

BETWEEN GMO SERIES TRUST AND

BENEFIT TRUST COMPANY

THIS SECOND AMENDMENT, dated as of the 6th day of March, 2015, 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”).

WITNESSETH

WHEREAS, the Series Trust and the Trust Entity entered into an agreement dated July 17, 2012 (the “Agreement”), as amended;

WHEREAS, the Series Trust and the Trust Entity desire to amend the Agreement in accordance with the terms thereof.

NOW THEREFORE, in consideration of the above premises, the Series Trust and the Trust Entity hereby amend the Agreement as follows:

The existing Schedule A, Plan and Investment Fund, shall be deleted in its entirety and replaced with the attached Schedule A.

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.

IN WITNESS WHEREOF, GMO Trust and the Company have caused this Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

GMO SERIES TRUST, ON BEHALF OF EACH FUND ON SCHEDULE B, SEVERALLY AND NOT JOINTLY*

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Vice President and Assistant Clerk
Date:		3/10/15

* The 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 the Series Trust as Trustees and not individually, and that the obligations of or arising out of this Agreement with respect to each series of the Series Trust are not binding upon any of the Trustees or shareholders individually, but are binding upon the assets and property of that series.

BENEFIT TRUST COMPANY

By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President
Date:		March 9, 2015

Schedule A

PLAN AND FUND INVESTMENT

CLIENT NAME		GMO SERIES TRUST FUND		CLASS
Connecticut Higher Education Trust		GMO International Equity Allocation Series Fund			R6
Connecticut Higher Education Trust		GMO Benchmark Free Allocation Series Fund			R6

ORDER PLACEMENT AGREEMENT

This Agreement is entered into as of July 17, 2012 between Benefit Trust Company (“Trust Entity”), a Trust organized under the laws of Kansas, 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.

WHEREAS, the Trust Entity possesses the authority to act on behalf of certain plan shareholders (the “Plans”) as identified on Schedule A;

WHEREAS, the Trust Entity from time to time places purchase and redemption orders (“Orders”) solely with respect to the Plans investing in the Funds;

WHEREAS, the Trust Entity and Series Trust desire to facilitate the timely and accurate processing and confirmation of transactions in shares of the Funds through accounts in each Fund (each an “Account”) established by Trust Entity in the names of the Plans through the Funds’ designated transfer agent, subject to the terms and conditions of this Agreement.

NOW THEREFORE, the parties hereto agree as follows:

1. Services. Series Trust shall make shares of the Funds available to the Plans, subject to the Funds’ prospectuses as in effect from time to time. This Agreement states the terms and conditions that govern the Trust Entity’s use of the National Securities Clearing Corporation’s Fund/SERV platform (the “NSCC Platform”) to place Orders with the Company. All order notification requirements, order limits and order time deadlines agreed to by the parties, shall be set forth herein. No new accounts will be added or established without advanced notice to and approval from the Series Trust.

2. Pricing Information. Series Trust or its designee shall use best efforts to furnish Trust Entity, with respect to each Fund,

(a) by 7 p.m. Eastern Time, net asset value information as of the close of regular trading on the New York Stock Exchange (currently, 4:00 p.m. Eastern Time) or as of such earlier times at which a Fund’s net asset value is calculated as specified in such Fund’s prospectus (“Close of Trading”) on each business day that the New York Stock Exchange (the “Exchange”) is open for business and on which the relevant Fund determines its net asset value (“Business Day”), and

(b) distribution information by 7 p.m. Eastern Time on ex-dividend date via e-mail delivery to Trust Entity as it becomes available.

3. Acceptance of Orders and Timing Requirements.

(a) Trust Entity will transmit to a Fund’s transfer agent orders to purchase or redeem Fund shares for an Account on the basis of those instructions. Trust Entity agrees that orders for net purchases or net redemptions of Fund shares that are transmitted to the Fund’s transfer agent, or via standard NSCC processes, were received in good order by the Trust Entity, or an agent or designee, prior to the Close of Trading on any given Business Day will receive the next available net asset value of the Fund. Wires will be transmitted in accordance with then current NSCC DCC&S processing guidelines (collectively, “NSCC guidelines”).

(b) The Business Day on which instructions are received in good order and are transmitted to the Fund’s transfer agent by 8:30 am T+1 via standard NSCC guidelines shall be the trade date for which shares of the Funds shall be purchased and redeemed as a result of such instructions. Instructions received in good order by Trust Entity from a Plan representative after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. Distributions will be automatically reinvested at net asset value in accordance with each Fund’s then current prospectus unless Trust Entity otherwise indicates that such distributions are to be paid in cash.

(c) Subject to Trust Entity’s compliance with the foregoing, Trust Entity will be considered agent for the Funds for the sole and limited purpose of receiving orders for purchases and redemptions of shares of the Funds on behalf of an Account. Trust Entity shall be solely responsible for ensuring that all cash distributions paid to an Account by a Fund are credited to the Plan in a timely manner. Any liabilities arising from such cash distribution payments accurately credited to an account by a Fund that are_reported by Plan as lost, stolen, materially altered or forged shall be the sole responsibility of Trust Entity.

4. Operating Procedures.

The purchase, sale, redemption and settlement of Fund shares will normally follow the NSCC guidelines, as set forth in Schedule B. In the event that such guidelines are not followed as described, the Manual Processing Procedures defined in Schedule C shall apply.

5. Maintenance of Records. Trust Entity shall maintain and preserve all records as required by law to be maintained and preserved in connection with providing the services contemplated by this agreement. Upon the request of Series Trust, Trust Entity shall provide copies of all records relating to transactions between an Account and a Fund to enable Series Trust, the Funds or their representatives to comply with any request of a governmental body or self-regulatory organization or the Plan or to monitor and review the provision of services by Trust Entity as contemplated by this Agreement. Trust Entity agrees that it will permit Series Trust or its representatives to have reasonable access to Trust Entity personnel and records in order to facilitate the monitoring of the quality of the services to be provided under this Agreement.

6. Fees. The parties agree that for services contemplated herein no compensation will be paid.

7. Compliance with Laws. At all times each party shall comply with all laws, rules and regulations applicable to it by virtue of entering into this Agreement, including, without limitation, those applicable to a transfer agent under the Federal securities laws, including, without limitation, all prospectus delivery requirements. The parties agree that Trust Entity may satisfy prospectus delivery requirements applicable to the Trust Entity, if any, by subcontracting with Plan; provided, however, that Trust Entity remains ultimately responsible for satisfying any prospectus delivery requirements applicable to the Trust Entity.

8. Liability of Trust Entity for Actions of its Agents or Affiliates. Trust Entity is solely responsible for actions or omissions by any affiliates or agents of Trust Entity who perform services or obligations required of Trust Entity hereunder to the same extent as if such action or omission was performed by Trust Entity directly, and failure by such affiliate or agent to perform under or comply with this Agreement will not relieve Trust Entity of any of its obligations under this Agreement.

9. Operation of Funds. Trust Entity acknowledges that the processing of orders to purchase or redeem Fund shares shall be subject to the terms and conditions set forth in each Fund’s prospectus, as in effect from time to time. In no way shall the provisions of this Agreement limit the authority of any Fund or Series Trust to take such action as it may deem appropriate or advisable in connection with all matters relating to the operation of such Fund and the sale of its shares.

10. Relationship of Parties. Except as specifically provided in Section 3 of this Agreement, it is understood and agreed that all services performed hereunder by Trust Entity shall be as an independent contractor and not as an employee or agent of Series Trust or any of the Funds, and none of the parties shall hold itself out as an agent of any other party with the authority to bind such party. The parties acknowledge that Funds Distributor, LLC serves as the Funds’ distributor and principal underwriter, and to the extent Trust Entity or its agent or affiliate is involved directly or indirectly in the purchase or redemption of shares of any Fund under this Agreement, such involvement will be as agent of Plan and the Account only.

11. Use of Names. Except as otherwise expressly provided for in this Agreement, Trust Entity shall not use, nor shall it allow its employees or agents to use, the name or logo of Series Trust or the Funds, any affiliate of Series Trust, or any products or services sponsored, managed, advised, administered, or distributed by Series Trust or any of its affiliates, for advertising, trade or other commercial or noncommercial purposes without the express prior written consent of Series Trust.

12. Confidentiality. The parties agree to keep in strict confidence all information, including the terms of this Agreement, pertaining to the performance of the services performed in connection with this Agreement, except such information that is required to be disclosed by any regulator or auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

13. Termination or Assignment. This Agreement may be terminated upon sixty (60) days advance written notice (or in the case of termination, suspension, or restriction of sales of Fund shares by the Series Trust, in which case the earlier of 30 days advance written notice or the termination date established by the Series Trust shall be the date for termination of the Agreement) to the other party. Furthermore, each party may terminate this Agreement at any time by giving written notice to the other party in the event of a material breach of this Agreement by the other party that is not cured within 30 days.

Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written consent of the parties. This Agreement shall inure to the benefit of and be binding upon both parties and their respective successors and permitted assigns. Both parties agree to give as much prior notice as is administratively and/or legally practicable in the event of its intent to assign this Agreement.

14. Notices. Each notice required by this Agreement shall be given in writing and delivered personally or mailed by certified mail or courier service to the other party at the following address or such other address as each party may give notice to the other:

If to Trust Entity, to:

Xxxx Ravnsburg

Benefit Trust Company

0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxx

Xxxx, Xxxxxx 00000

If to Series Trust or any Fund, to:

Xxxx Xxxxxxxx

GMO DC Operations

00 Xxxxx Xxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of The Commonwealth of Massachusetts applicable to agreements executed and to be performed therein.

16. Massachusetts Business Series Trust. GMO Series Trust is a Massachusetts business trust and a copy of the Agreement and Declaration of Series Trust of GMO Series Trust is on file with the Secretary of The Commonwealth of Massachusetts. Notice is hereby given that this Agreement is executed on behalf of the Series Trust Entitys of the Series Trust as Series Trust Entitys and not individually, and that the obligations of or arising out of this Agreement with respect to each series of the Series Trust are not binding upon any of the Series Trust Entitys, officers, or shareholders individually or any other series, but are binding only upon the assets and property of the Funds listed in Schedule I, severally and not jointly.

17. Survival. The provisions of Section 4 hereof shall survive the termination of this Agreement.

18. Modification. This Agreement may be modified or amended, and the terms of this Agreement may be waived, only by a writing signed by each of the parties.

19. Non-Exclusivity. Each of the parties acknowledges and agrees that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the parties is free to enter into similar agreements and arrangements with other entities.

20. Complete Agreement. This Agreement contains the full and complete understanding of the parties and supersedes all prior representations, promises, statements, arrangements, warranties and understandings between the parties with respect to the subject matter hereof, whether oral or written, express or implied.

21. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

22. Force Majeure. Neither party shall be responsible under this Agreement for any delay or failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such delay or failure to perform, for or in consequence of any circumstance or event which is beyond the reasonable control of the affected party and which adversely affects the performance by the affected party of its obligations hereunder, including any event caused by, arising out of or involving (a) an act of God, (b) any strike or other work stoppage, whether partial or total, or (c) any other cause similarly beyond the reasonable control of the affected party.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of the date first above written.

Benefit Trust Company
		By:		/s/ Xxxx Xxxxxx

Print Name: Xxxx Xxxxxx

		Title:		Vice President
GMO SERIES TRUST, on behalf of the Funds separately and not jointly.
		By:		/s/ Xxxx Xxxxxxx

Print Name: Xxxx Xxxxxxx

Title: Vice President

Reviewed by:

* 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 Trust Entitys of GMO Series Trust as Trust Entitys 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 Trust Entitys or shareholders individually, but are binding upon the assets and property of that series.

Schedule A

PLAN AND FUND INVESTMENT

CLIENT NAME		GMO SERIES TRUST FUND		CLASS
Connecticut Higher Education Trust		GMO International Equity Allocation Series Fund			R6

Schedule B

NSCC ORDER PLACEMENT PROCESS

The parties agree to establish an electronic data link through the NSCC DCC&S system (together, “NSCC system”). The NSCC system will enable Trust Entity to transmit Account trade information, including purchase, redemption and exchange instructions, as directed by the Plan Representative, to the Funds and likewise to receive trade and pricing information from the Funds. The parties agree to pay or arrange for payment of their respective NSCC costs.

Each party agrees to abide by NSCC guidelines in order to perform their respective obligations under this Agreement.

Trust Entity agrees that it will not place trades through the NSCC system with an “as of date prior to the last Business Day on which a net asset value was reported without prior consent of Series Trust.

On each Business Day, each Fund (or its transfer agent) shall accept and effect changes on its records upon receipt of purchase, redemption and exchange instructions for an Account in good order from Trust Entity through the NSCC system without supporting documents from the Plan Representative.

Confirmed trades and any other information provided through the NSCC system pursuant to this Agreement shall be accurate, complete and in a format prescribed by the NSCC guidelines. Each party or their agent shall adopt, implement and maintain current procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC system. Each party shall be entitled to act on information and transmissions received through the NSCC system that it reasonably believes to be genuine.

Trust Entity agrees that its receipt of information regarding confirmed trades through the NSCC system pursuant to this Agreement shall be deemed to be receipt of the written notification (“confirmation”) required by Rule 10b-10 under the Securities Exchange Act of 1934, as amended, and, as such, Trust Entity, on behalf of the Account and the Plan, hereby gives its informed consent to electronic delivery of such confirmation; provided that Trust Entity may request a paper copy of any confirmation delivered to it electronically and, provided further, that Trust Entity may revoke its consent to electronic delivery pursuant to a notice delivered under Section 22 hereof.

The purchase, sale, redemption and settlement of a Fund’s shares will normally follow NSCC guidelines, as described above. In the event that such guidelines are not followed as described, the Manual Processing Procedures defined in Schedule C will apply.

Schedule C

MANUAL OPERATING PROCEDURES

The purchase, sale, redemption and settlement of Funds will normally follow NSCC’s processing procedures, as described above in Section 5, Operating procedures. In the event that such procedures are not followed as described, the Manual Processing Procedures defined herein will apply.

1. On each business day that the New York Stock Exchange (the “Exchange”) is open for business and on which the relevant Fund determines its net asset value (“Business Day”), Trust Entity or its designee may transmit orders for the purchase, sale, exchange or transfer of Fund shares by the Account. Orders that are transmitted to a Fund or its designated agent via facsimile, electronic transmission or by a method mutually acceptable to both parties prior to the Close of Trading on any given Business Day (“Day 1”) ( such orders are referred to as “Day 1 Trades”) will be executed at the net asset value (“NAV”) of the applicable Fund determined as of the Close of Trading on Day 1.

2. Immediately following the completion of the transmission of any Account order by Trust Entity to a Fund, Trust Entity will verify that such instructions were received by the Fund by a method mutually acceptable to both parties.

3. Day I Trades shall normally settle on Day 2, but settlement may be extended as prescribed in a Fund’s then current prospectus (“Settlement Date”). Settlements will be through net Federal Funds wire transfers to an account designated by a Fund or its agent. In the case of instructions which constitute a net purchase order, Trust Entity shall initiate a wire transfer of Federal Funds for the dollar amount of the net purchase order by 2:00 p.m. Eastern Time on the Settlement Date to Fund’s transfer agent. In the event the instructions constitute a net redemption order, the relevant Fund shall initiate a wire transfer of Federal Funds for the dollar amount of the net redemption order by 2:00 p.m. Eastern Time on the Settlement Date. Settlement will be in U.S. dollars.