EXHIBIT (M)(3)(I)
SECOND AMENDMENT TO SERVICE AGREEMENT BETWEEN AMERICAN EXPRESS FINANCIAL
ADVISERS, INC. AND GMO TRUST
THIS AMENDMENT, dated as of the 9th day of September 2005, by and between
American Express Financial Advisors Inc. ("AEFA"), and GMO Trust, a
Massachusetts Business Trust, on behalf of each fund listed on Schedule A,
severally and not jointly (individually, the "Fund" and collectively, the
"Funds").
WITNESSETH:
WHEREAS, AEFA and GMO Trust heretofore entered into an agreement dated
October 1, 2001 (the "Agreement"); and
WHEREAS, AEFA and GMO Trust desire to amend the Agreement in accordance
with the provisions of Section 19 thereof.
NOW THEREFORE, in consideration of the above premises, AEFA and GMO Trust
hereby amend the Agreement as follows:
1) Amending and restating Schedule A in its entirety as attached hereto
effective as of September 16, 2005.
IN WITNESS WHEREOF, AEFA and GMO Trust have caused this Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
AMERICAN EXPRESS FINANCIAL GMO TRUST, ON BEHALF OF EACH FUND
ADVISORS INC. ON SCHEDULE A, SEVERALLY AND NOT JOINTLY
By: /S/ Xxxx Xxxxxxxxx By:/S/ Xxxxx X. Xxxxx
--------------------------------- -------------------------------------
Name: Xxxx Xxxxxxxxx Name: Xxxxx X. Xxxxx
Title: President--ARS Title: Vice President
Date: 9/6/2005 Date:
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SCHEDULE A
Schedule A to the Service Agreement entered into as of the 1st day of October,
2001, by and between American Express Financial Advisors Inc. and GMO Trust, on
behalf of each fund listed on this Schedule A, severally and not jointly.
FUND NAME CUSIP TICKER
--------- --------- ------
GMO Emerging Countries Fund (Class M) 362008435 N/A
GMO International Intrinsic Value Fund (Class M) 362008476 N/A
GMO U.S. Value Fund (Class M) 362013559 N/A
This Schedule A, dated September 16, 2005, supersedes and replaces any previous
Schedule A.