CONFORMING ACCOUNTING AGENCY AGREEMENT
Exhibit (g)(3)
Conforming Accounting Agency Agreement (the “Conforming Agreement”), made as of this
23rd day of November, 2011 by and between GMO Series Trust (the “Series Trust”), a
business trust established under the laws of the Commonwealth of Massachusetts, and Xxxxx Brothers
Xxxxxxxx & Co. (“BBH&Co.”).
WHEREAS, GMO Trust (the “Trust”) and BBH&Co. are party to the Accounting Agency Agreement
dated June 29, 2001, as amended, (the “Agreement”) pursuant to which the Administrator agrees to
provide certain services to the Trust:
WHEREAS, in connection with the creation of the Series Trust, the parties intend to apply the
terms of the Agreement to the Series Trust;
NOW, THEREFORE, in connection with the foregoing and in consideration of the mutual covenants
herein set forth, the Series Trust, and BBH&Co. agree as follows:
| 1. | The terms of the Agreement shall apply, mutatis mutandis, to each series of the Series Trust as if it were a series of the Trust. | ||
| 2. | A list of the series of the Series Trust is set forth in Schedule 1, which shall be amended from time to time by written notice from the Series Trust. | ||
| 3. | A new Section 15, Privacy and Data Protection, is added: |
“BBH&Co. shall protect and maintain the confidentiality, security and integrity of
personal information in the manner provided for under, and otherwise comply with: (i)
applicable laws, regulations, rules and industry standards related to the handling of
such information, including without limitation Massachusetts regulation 201 CMR 17.00
and with all applicable foreign privacy and data protection laws, directives, rules,
regulations or requirements related to the collection, processing and transfer of
information pursuant to this Agreement from any jurisdiction outside of the United
States; and (ii) reasonable policies, procedures and other requirements provided to
BBH&Co. by the Trust or the Series Trust in writing from time to time. To the extent
that BBH&Co.’s affiliates or other permitted agents or subcontractors have access to
personal information, BBH&Co. shall require that such entities comply with terms and
conditions related to personal information at least as protective of the personal
information as those set forth herein. At all times, BBH&Co. shall remain responsible
and liable for such entities’ compliance with this Agreement.”
IN WITNESS WHEREOF; the parties hereto have caused this Amendment to be duly executed as of
the day and year first written above.
By:____/s/ X.X. Kittredge__________
Name: X.X. Xxxxxxxxx
Title: President
Reviewed by: MB
Name: X.X. Xxxxxxxxx
Title: President
Reviewed by: MB
* GMO Series Trust is a Massachusetts business trust and a copy of the Agreement and Declaration
of Trust of GMO 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 or any other series, but are binding only upon the assets and property
of that series.
XXXXX BROTHERS XXXXXXXX & CO.
By:____/s/ Xxxxxxxx X. Fallon_____________
Name: Xxxxxxxx X. Xxxxxx
Title: Managing Director
Name: Xxxxxxxx X. Xxxxxx
Title: Managing Director
SCHEDULE 1
LIST OF GMO SERIES TRUST FUNDS 1
LIST OF GMO SERIES TRUST FUNDS 1
GMO Developed World Stock Series Fund
GMO Emerging Countries Series Fund
GMO Foreign Series Fund
GMO International Core Equity Series Fund
GMO International Growth Equity Series Fund
GMO International Large/Mid Cap Value Series Fund
| 1 | As of November 14, 2011 |
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ACCOUNTING AGENCY AGREEMENT
THIS ACCOUNTING AGENCY AGREEMENT is made as of June 29, 2001 by and between XXXXX BROTHERS
XXXXXXXX & CO., a limited partnership organized under the laws of the State of New York (the
“Accounting Agent”), and GMO TRUST (the “Trust”), a Massachusetts business trust on behalf of each
series of the Trust set forth on Schedule I hereto (each, a “Fund”).
WHEREAS, the Trust is registered as a management investment company under the Investment
Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Trust desires to retain the Accounting Agent to perform certain accounting and
recordkeeping services on behalf of the Funds, and the Accounting Agent is willing to render such
services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
parties hereto agree as follows:
1. Employment of Accounting Agent. The Trust hereby employs and appoints the
Accounting Agent to act as its fund accounting agent on the terms set forth in this Agreement, and
the Accounting Agent accepts such appointment.
2. Delivery of Documents. The Trust will (i) furnish the Accounting Agent with
properly certified or authenticated copies of resolutions of the Trust’s Board of Trustees
authorizing the appointment of the Accounting Agent to provide certain fund accounting services to
the Funds and approving this Agreement; (ii) provide the Accounting Agent with any other documents
or resolutions (including but not limited to directions or resolutions of the Trust’s Board of
Trustees) which relate to or affect the Accounting Agent’s performance of its duties hereunder or
which the Accounting Agent
may reasonably request; and (iii) notify the Accounting Agent promptly of any matter affecting
the performance by the Accounting Agent of its services under this Agreement.
3. Recordkeeping and Calculation of Net Asset Value. The Accounting Agent shall
compute and determine the net asset value per share of each Fund as of the close of business on the
New York Stock Exchange on each day on which such Exchange is open, unless otherwise directed by
Proper Instructions. Such computation and determination shall be made in accordance with (1) the
provisions of the Trust’s Declaration of Trust and By-Laws, as they may from time to time be
amended and delivered to the Accounting Agent, (2) the votes of the Board of Trustees of the Trust
at the time in force and applicable, as they may from time to time be delivered to the Accounting
Agent, and (3) Proper Instructions. On each day that the Accounting Agent shall compute the net
asset value per share of a Fund, the Accounting Agent shall provide such Fund’s investment adviser
with written reports which the investment adviser may use to verify that portfolio transactions
have been recorded in accordance with the Fund’s instructions and are reconciled with the Fund’s
trading records.
In computing the net asset value, the Accounting Agent may rely upon any information furnished
by Proper Instructions, including without limitation any information (1) as to accrual of
liabilities of the Fund and as to liabilities of the Fund not appearing on the books of account
kept by the Accounting Agent, (2) as to the existence, status and proper treatment of reserves, if
any, authorized by the Fund, (3) as to the sources of quotations to be used in computing the net
asset value, including those listed in Appendix A, (4) as to the fair value to be assigned to any
securities or other property for which price quotations are not readily available, and (5) as to
the sources of information
with respect to “corporate actions” affecting portfolio securities of the Fund, including
those listed in Appendix A. (Information as to “corporate actions” shall include information as to
dividends, distributions, stock splits, stock dividends, rights offerings, conversions, exchanges,
recapitalizations, mergers, redemptions, calls, maturity dates and similar transactions, including
the ex- and record dates and the amounts or other terms thereof). The Trust may instruct the
Accounting Agent to utilize a particular source for the valuation of a specific Security or other
Property and the Accounting Agent shall be protected in utilizing the valuation provided by such
source without further inquiry in order to effect calculation of a Fund’s net asset value.
Notwithstanding anything in this Agreement to the contrary, the Accounting Agent shall not be
responsible for the failure of a Fund or its investment adviser to provide the Accounting Agent
with Proper Instructions regarding liabilities which ought to be included in the calculation of
such Fund’s net asset value.
In like manner, the Accounting Agent shall compute and determine the net asset value of a Fund
as of such other times as the Board of Trustees of the Trust from time to time may reasonably
request.
4. Expenses and Compensation. For the services to be rendered and the facilities to be
furnished by the Accounting Agent as provided for in this Agreement, a Fund shall pay the
Accounting Agent for its services rendered pursuant to this Agreement a fee based on such fee
schedule as may from time to time be agreed upon in writing by the Trust and the Accounting Agent.
In addition to such fee, the Accounting Agent shall xxxx a Fund separately for any out-of-pocket
disbursements of the Accounting Agent. Out-of-pocket disbursements shall include, but shall not be
limited to, postage, including
courier services; telephone; telecommunications; printing, duplicating and photocopying
charges; forms and supplies; filing fees; legal expenses; and travel expenses. The foregoing fees
and disbursements shall be billed to the appropriate Fund by the Accounting Agent and shall be paid
promptly by wire transfer or other appropriate means to the Accounting Agent.
5. Standard of Care. The Accounting Agent shall be held to the exercise of reasonable
care in computing and determining net asset value as provided in this Agreement, but shall not be
held accountable or liable for any losses or damages a Fund or any shareholder or former
shareholder of a Fund or any other person may suffer or incur arising from or based upon errors or
delays in the determination of such net asset value resulting from any event beyond the reasonable
control of the Accounting Agent unless such error or delay was due to the Accounting Agent’s
negligence or reckless or willful misconduct in determination of such net asset value. (The parties
hereto acknowledge, however, that the Accounting Agent’s causing an error or delay in the
determination of net asset value may, but does not in and of itself, constitute negligence or
reckless or willful misconduct.) In no event shall the Accounting Agent be liable or responsible to
the Trust or any Fund, any present or former shareholder of the Trust or any Fund or any other
person for any error or delay which continued or was undetected after the date of an audit
performed by the certified public accountants employed by the Trust if, in the exercise of
reasonable care in accordance with generally accepted accounting standards, such accountants should
have become aware of such error or delay in the course of performing such audit. The Accounting
Agent’s liability for any such negligence or reckless or willful misconduct which results in an
error in determination of
such net asset value shall be limited exclusively to the direct, out-of-pocket loss the Trust,
any Fund, or shareholder or former shareholder thereof shall actually incur, measured by the
difference between the actual and the erroneously computed net asset value, and any expenses the
Trust or any Fund shall incur in connection with correcting the records of the Fund affected by
such error (including charges made by the Fund’s registrar and transfer agent for making such
corrections) or communicating with shareholders or former shareholders of the Fund affected by such
error.
Without limiting the foregoing, the Accounting Agent shall not be held accountable or liable
to the Trust, any Fund, any shareholder or former shareholder thereof or any other person for any
delays or losses, damages or expenses any of them may suffer or incur resulting from (1) the
Accounting Agent’s failure to receive timely and suitable notification concerning quotations or
corporate actions relating to or affecting portfolio securities of the Fund or (2) any errors in
the computation of the net asset value based upon or arising out of quotations or information as to
corporate actions if (i) received by the Accounting Agent either (a) from a source which the
Accounting Agent was authorized pursuant to Section 3 hereof to rely upon, or (b) from a source
which in the Accounting Agent’s reasonable judgment was as reliable a source for such quotations or
information as the sources authorized pursuant to Section 3 hereof or (ii) relevant information
known to the Trust, the Fund, the investment adviser or Accounting Agent’s pricing sources which
would impact the calculation of net asset value is not communicated by the Trust, the Fund, the
investment adviser or such pricing sources to the Accounting Agent.
Nevertheless, the Custodian will use its best judgment in determining whether to verify
through other sources any information it has received as to quotations or corporate actions if the
Custodian has reason to believe that any such information might be incorrect. It is also agreed
that in the event of any act, omission, error or delay in the determination of such net asset value
leads to losses, costs or expenses for which the Accounting Agent may be liable, the Trust and the
Accounting Agent will consult and make good faith efforts to reach agreement on what actions should
be taken in order to mitigate any loss suffered by the Trust, any Fund or its present or former
shareholders, in order that the Accounting Agent’s exposure to liability shall be reduced to the
extent possible after taking into account all relevant factors and alternatives. Such actions
might, but need not, include the Trust, any Fund or the Accounting Agent taking reasonable steps to
collect from any shareholder or former shareholder who has received any overpayment upon redemption
of shares such overpaid amount or to collect from any shareholder who has underpaid upon a purchase
of shares the amount of such underpayment or to reduce the number of shares issued to such
shareholder. It is understood that in attempting to reach agreement on the actions to be taken or
the amount of the loss which should appropriately be borne by the Accounting Agent, the Trust and
the Accounting Agent will consider such relevant factors as the amount of the loss involved, the
Trust’s desire to avoid loss of shareholder good will, the fact that other persons or entities
could have been reasonably expected to have detected the error sooner than the time it was actually
discovered, the appropriateness of limiting or eliminating the benefit which shareholders or former
shareholders might have obtained by reason of the
error, and the possibility that other parties providing services to the Trust might be induced
to absorb a portion of the loss incurred.
6. Limitation of Liability.
(a) The Accounting Agent shall incur no liability with respect to any telecommunications,
equipment or power failures, or any failures to perform or delays in performance by postal or
courier services or third-party information providers. The Accounting Agent shall also incur no
liability under this Agreement if the Accounting Agent or any agent or entity utilized by the
Accounting Agent shall be prevented, forbidden or delayed from performing, or omits to perform, any
act or thing which this Agreement provides shall be performed or omitted to be performed, by reason
of causes or events beyond its control, including but not limited to (x) any Sovereign Risk, or (y)
any provision of any present or future law, regulation or order of the United States or any state
thereof, or of any foreign country or political subdivision thereof, or of any securities
depository or clearing agency, or (z) any provision of any order or judgment of any court of
competent jurisdiction. A “Sovereign Risk” shall mean any nationalization; expropriation;
devaluation; revaluation; confiscation; seizure; cancellation; destruction; strike; act of war,
terrorism, insurrection or revolution; or any other act or event beyond the Accounting Agent’s
control.
(b) Notwithstanding any other provision of this Agreement, the Accounting Agent shall not be
held accountable or liable for any losses, damages or expenses the Fund or any shareholder or
former shareholder of the Fund or any other person may suffer or incur arising from acts,
omissions, errors or delays of the Accounting Agent in the performance of its obligations and
duties hereunder, including
without limitation any error of judgment or mistake of law, except a damage, loss or expense
resulting from the Accounting Agent’s willful malfeasance, bad faith or negligence in the
performance of such obligations and duties.
(c) The Accounting Agent shall in no event be required to take any action which is in
contravention of any applicable law, rule or regulation or any order or judgment of any court of
competent jurisdiction. The Trust on behalf of each Fund severally, and not jointly and severally,
hereby agrees to indemnify the Accounting Agent against and hold it harmless from any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any act, omission, error or delay or any claim, demand, action or suit, in
connection with or arising out of performance of its obligations and duties under this Agreement,
not resulting from the willful malfeasance, bad faith or negligence of the Accounting Agent in the
performance of such obligations and duties.
(d) Except as set forth in Section 5 hereof, the Accounting Agent’s entire liability to the
Trust or any Fund for any loss or damage arising or resulting from its performance or failure to
perform hereunder and regardless of the form of action, shall be limited to the Trust’s or such
Fund’s actual and direct out-of-pocket expenses and losses which are reasonably incurred by the
Trust or such Fund. In no event and under no circumstances shall the Accounting Agent, the Trust or
any Fund be held liable for consequential or indirect damages, loss of profits, damage to
reputation or business or any other special damages arising under or by reason of any provision of
this Agreement or for any act or omission hereunder.
7. Reliance by the Accounting Agent on Proper Instructions and Opinions of
Counsel and Opinions of Certified Public Accountants.
(a) The Accounting Agent shall not be liable for, and shall be severally indemnified by each
Fund against any and all losses, costs, damages or expenses arising from or as a result of, any
action taken or omitted in reliance upon Proper Instructions.
Proper Instructions shall include a written request, direction, instruction or certification
signed or initialed on behalf of the Trust or any Fund by one or more persons as the Board of
Trustees of the Trust shall have from time to time authorized. Those persons authorized to give
Proper Instructions may be identified by the Board of Trustees by name, title or position and will
include at least one officer empowered by the Board to name other individuals who are authorized to
give Proper Instructions on behalf of the Trust or any Fund. Telephonic or other oral instructions
or instructions given by telefax transmission may be given by any one of the above persons and will
also be considered Proper Instructions if the Accounting Agent reasonably believes them to have
been given by a person authorized to give such instructions with respect to the transaction
involved.
With respect to telefax transmissions, the Trust hereby acknowledges that (i) receipt of
legible instructions cannot be assured, (ii) the Accounting Agent cannot verify that authorized
signatures on telefax instructions are original, and (iii) the Accounting Agent shall not be
responsible for losses or expenses incurred through actions taken in reasonable reliance on such
telefax instructions. Proper Instructions given orally will be confirmed by written instructions in
the manner set forth above, including by telefax, but the lack of such confirmation shall in no way
affect any action taken by the Accounting Agent in reasonable reliance upon such oral instructions.
The Trust authorizes the Accounting Agent to tape record any and all telephonic or other oral
instructions given to
the Accounting Agent by or on behalf of the Trust or any Fund (including any of its officers,
Trustees, employees or agents or any investment manager or adviser or person or entity with similar
responsibilities which is authorized to give Proper Instructions on behalf of the Trust or any Fund
to the Accounting Agent.)
(b) The Accounting Agent may consult with its counsel (provided such counsel is reasonably
acceptable to the Trust whose consent shall not be unreasonably withheld) or the Trust’s counsel in
any case where so doing appears to the Accounting Agent to be necessary or desirable. The
Accounting Agent shall not be considered to have engaged in any misconduct or to have acted
negligently and shall be without liability in acting upon the advice of its counsel or of the
Trust’s counsel.
(c) The Accounting Agent may consult with a certified public accountant (provided such
certified public accountant is reasonably acceptable to the Trust whose consent shall not be
unreasonably withheld) or the Trust’s Treasurer in any case where so doing appears to the
Accounting Agent to be necessary or desirable. The Accounting Agent shall not be considered to have
engaged in any misconduct or to have acted negligently and shall be without liability in acting
upon the advice of such certified public accountant or of the Trust’s Treasurer.
8. Termination of Agreement.
(a) This Agreement shall continue in full force and effect until terminated by the Accounting
Agent or the Trust by an instrument in writing delivered or mailed, postage prepaid, to the other
party, such termination to take effect not sooner than ninety (90) days after the date of such
delivery or mailing. In the event a termination notice is given by a party hereto, all expenses
associated with the movement of records
and materials and the conversion thereof shall be paid by the Trust for which services shall
cease to be performed hereunder. The Accounting Agent shall be responsible for completing all
actions in progress when such termination notice is given unless otherwise agreed.
Notwithstanding anything in the foregoing provisions of this clause, if it appears
impracticable in the circumstances to effect an orderly delivery of the necessary and appropriate
records of the Accounting Agent to a successor within the time specified in the notice of
termination as aforesaid, the Accounting Agent and the Trust agree that this Agreement shall remain
in full force and effect for such reasonable period as may be required to complete necessary
arrangements with a successor.
(b) If the Accounting Agent shall fail to perform its duties and obligations hereunder
resulting in material loss to the Trust or any Fund, the Trust may terminate this Agreement by
giving written notice of such termination to the Accounting Agent. If the Trust shall fail to
perform its duties and obligations hereunder resulting in material loss to the Accounting Agent,
the Accounting Agent may give written notice thereof to the Trust, and if such material breach
shall not have been remedied within thirty (30) calendar days after such written notice is given,
then the Accounting Agent may immediately terminate this Agreement. If the Accounting Agent
terminates this Agreement pursuant to this Section 8(b), it shall not constitute a waiver of any
other rights or remedies of the Accounting Agent with respect to payment for services performed
prior to such termination or rights of the Accounting Agent to be reimbursed for out-of-pocket
expenses. In all cases, termination by a party pursuant to this Section
8(b) shall not constitute a waiver by such party of any other rights it might have under this
Agreement or otherwise against the other party hereto.
(c) This Section 8 shall survive any termination of this Agreement, whether
for cause or not for cause.
9. Amendment of this Agreement. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter hereof. No provision of this
Agreement may be amended or terminated except by a statement in writing signed by the party against
which enforcement of the amendment or termination is sought.
In connection with the operation of this Agreement, the Trust and the Accounting Agent may
agree in writing from time to time on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion be consistent with the general tenor of
this Agreement. No interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Agreement.
In the event any provision of this Agreement is determined to be void or unenforceable, such
determination shall not affect the remainder of this Agreement, which shall continue to be in
force.
The section headings and the use of defined terms in the singular or plural tenses in this
Agreement are for the convenience of the parties and in no way alter, amend, limit or restrict the
contractual obligations of the parties set forth in this Agreement.
10. GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND BE GOVERNED BY
THE LAWS OF, THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CONFLICTS OF
LAW OF SUCH STATE. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE FEDERAL COURTS LOCATED IN MASSACHUSETTS.
11. Notices. Notices and other writings delivered or mailed postage prepaid to a
Trust addressed to the Trust at 00 Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or to such other
address as the Trust may have designated to the Accounting Agent in writing, or to the Accounting
Agent at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Manager, Fund Accounting Department, or to
such other address as the Accounting Agent may have designated to the Trust in writing, shall be
deemed to have been properly delivered or given hereunder to the respective addressee.
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Trust and the Accounting Agent and their respective successors and assigns, provided that no
party hereto may assign this Agreement or any of its rights or obligations hereunder without the
written consent of the other party.
13. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and which collectively shall be deemed to constitute
only one instrument. This Agreement shall become effective when one or more counterparts have been
signed and delivered by each of the parties.
14. Exclusivity. The services furnished by the Accounting Agent hereunder are not to
be deemed exclusive, and the Accounting Agent shall be free to furnish similar services to others.
15. Authorization. The Trust hereby represents and warrants that the execution and
delivery of this Agreement have been authorized by the Trust’s Board of Trustees and that this
Agreement has been signed by an authorized officer of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the date first written above.
| XXXXX BROTHERS XXXXXXXX & CO. | GMO TRUST on behalf of each of the Funds set forth in Schedule I hereto | |||||||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxx | By: | /s/ Xxxxxx X. Xxxxxxxx | |||||||||||
Name:
|
Xxxxxxx X. Xxxxxx | Name: | Xxxxxx X. Xxxxxxxx | |||||||||||
Title:
|
Partner | Title: | Vice President | |||||||||||
SCHEDULE I
GMO International Disciplined Equity Fund
GMO International Intrinsic Value Fund
GMO International Growth Fund
GMO Currency Hedged International Equity Fund
GMO Foreign Fund
GMO Foreign Small Companies Fund
GMO International Small Companies Fund
GMO Emerging Markets Fund
GMO Evolving Countries Fund
GMO Asia Fund
GMO Tax-Managed International Equities Fund
GMO Global Hedged Equity Fund
APPENDIX A
The Trust on behalf of each Fund hereby acknowledges that the Accounting Agent is authorized to use
the following authorized sources for pricing (including corporate actions, dividends and rights
offering), and foreign exchange quotations, to assist it in fulfilling its obligations under the
Accounting Agency Agreement.
AUTHORIZED SOURCES
BLOOMBERG
EXTEL (LONDON)
FUND MANAGERS
INTERACTIVE DATA CORPORATION
REPUTABLE BROKERS
REUTERS
SUBCUSTODIAN BANKS
TELEKURS
VALORINFORM (GENEVA)
REPUTABLE FINANCIAL PUBLICATIONS
STOCK EXCHANGES
FINANCIAL INFORMATION INC. CARD
XX XXXXX
FRI CORPORATION
XXXXXXX XXXXX PRICING SERVICE
XXXXXX
BRIDGE
EXTEL (LONDON)
FUND MANAGERS
INTERACTIVE DATA CORPORATION
REPUTABLE BROKERS
REUTERS
SUBCUSTODIAN BANKS
TELEKURS
VALORINFORM (GENEVA)
REPUTABLE FINANCIAL PUBLICATIONS
STOCK EXCHANGES
FINANCIAL INFORMATION INC. CARD
XX XXXXX
FRI CORPORATION
XXXXXXX XXXXX PRICING SERVICE
XXXXXX
BRIDGE
Except as set forth in the Agreement, the Trust on behalf of each Fund hereby acknowledges and
agrees that the Accounting Agent shall not guarantee and make no warranties whatsoever, with
respect to the sources listed above and to the accuracy or completeness of currency and quotations,
market information or other information. The Accounting Agent shall have no liability to the Trust,
any Fund or any third party for any loss, damages or expenses arising from the use of the above
listed sources.
GMO TRUST ON BEHALF OF THE FUNDS
SET FORTH IN SCHEDULE I
SET FORTH IN SCHEDULE I
By: Name: |
/s/ Xxxxxx Xxxxxxxx
|
|||
Title:
|
Vice President | |||
Date:
|
June 29, 2001 |
SECOND AMENDMENT TO ACCOUNTING AGENCY AGREEMENT
This Second Amendment to Accounting Agency Agreement is dated as of , 2005 by and between GMO
Trust (the “Trust”), a Massachusetts business trust acting on behalf of each series set forth on
below (each a “Fund” and collectively, the “Funds”) and Xxxxx Brothers Xxxxxxxx & Co. (“BBH”).
Whereas pursuant to an Accounting Agency Agreement dated as of June 29, 2001 by and between
BBH and the Trust, as amended to date (the “Agreement”), BBH has been appointed as accounting agent
for certain funds as provided in the Agreement;
Whereas the Trust has requested and BBH has agreed to add each Fund listed on Schedule I
hereto as parties to the Agreement to the extent such Fund is not an original party hereto;
Now therefore, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereby agree to amend the Agreement as follows:
I. Amendment to the Agreement
Schedule I to the Agreement is hereby deleted in its entirety and Schedule I
attached hereto is hereby substituted therefore.
II. Miscellaneous
1. As amended hereby, all terms and provisions of the Agreement are hereby ratified and affirmed as
of the date hereof and are hereby extended to give effect to the terms hereof.
2. By signing below where indicated, the Trust on behalf of each Fund hereby ratifies and affirms
each of the representations and warranties and confirms that each such representation and warranty
remains true and correct as of the date hereof.
3. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of
this instrument are not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund.
4. Upon receipt by BBH of a fully executed copy of this Second Amendment, this Second Amendment
shall be deemed to be executed as an instrument under seal and governed by such laws as provided in
Section 10 of the Agreement. This Second Amendment may be executed in original counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
Second Amendment
and together with the Agreement, shall represent the entire understanding of the parties hereto.
XXXXX BROTHERS XXXXXXXX & CO.
By: |
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Name:
|
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Title: |
GMO TRUST on behalf of itself and
each Fund set forth on Schedule I hereto
each Fund set forth on Schedule I hereto
By: |
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Name:
|
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Title: |
SCHEDULE I
to Second Amendment to Accounting Agency Agreement
List of All Current Funds
International Intrinsic Value Fund
International Growth Equity Fund International Core Equity Fund
Currency Hedged International Equity Fund
International Growth Fund
International Disciplined Equity Fund Foreign Fund
International Small Companies Fund Emerging Markets Fund
Emerging Countries Fund
Emerging Markets Quality Fund Foreign Small Companies Fund
Tax-Managed International Equities Fund Global Growth Fund
Developed World Stock Fund Alpha Only Fund
Taiwan Fund
International Growth Equity Fund International Core Equity Fund
Currency Hedged International Equity Fund
International Growth Fund
International Disciplined Equity Fund Foreign Fund
International Small Companies Fund Emerging Markets Fund
Emerging Countries Fund
Emerging Markets Quality Fund Foreign Small Companies Fund
Tax-Managed International Equities Fund Global Growth Fund
Developed World Stock Fund Alpha Only Fund
Taiwan Fund
November 2005
