AMENDMENT TO ADMINISTRATION AGREEMENT
Exhibit (h)(4)(i)
AMENDMENT TO ADMINISTRATION AGREEMENT
This Amendment to the Administration Agreement (the “Amendment”) is dated as of March 30, 2017 by and between Xxxxxxxx, Xxxx Van Otterloo & Co. LLC, a Massachusetts limited liability company (“GMO”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement (as defined below).
WHEREAS, each of GMO Trust and GMO Series Trust, is a business trust established under the laws of The Commonwealth of Massachusetts (the “Trusts”), is registered as a management investment company under the Investment Company Act of 1940, as amended, consisting of certain of the separate portfolios as listed on Schedule A attached hereto (each a “Fund” and collectively, the “Funds”);
WHEREAS, the GMO ERISA Pool is a master group trust, also included on Schedule A attached hereto, in which participation is limited to certain pension, profit sharing and stock bonus plans (the “ERISA Pool”);
WHEREAS, GMO and Investors Bank & Trust Company (“IBT”) entered into an Administration Agreement dated as of June 30, 2003 and Conforming Administration Agreements dated as of August 23, 2011 and July 28, 2014 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”);
WHEREAS, IBT merged with and into State Street, effective July 2, 2007, with the result that State Street now serves as Administrator under the Agreement; and
WHEREAS, GMO and State Street desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | Schedule A to the Agreement is hereby deleted in its entirety and replaced with the revised Schedule A attached hereto. |
| 2. | Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. |
| 3. | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. This Amendment may be executed in multiple counterparts, which together shall constitute one instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
| By: | /s/ X.X. Xxxxxxxxx | |
| Name: | X.X. Xxxxxxxxx | |
| Title: | General Counsel | |
| Reviewed by: | /s/ DYC |
STATE STREET BANK AND TRUST COMPANY
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Executive Vice President |
This instrument is executed on behalf of Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) by a duly authorized officer or other agent solely in his or her capacity as authorized signatory, pursuant to delegated authority from GMO, and not individually. The obligations of or arising out of this instrument are not binding upon any officer or other agent, partner, member or director of GMO individually, but are binding only upon GMO and its assets. A Certificate of Organization of GMO is on file with the Secretary of the Commonwealth of Massachusetts.
SCHEDULE A
Listing of Trusts and Funds
(Updated as of March 30, 2017)
GMO Trust
GMO SGM Major Markets Fund
GMO Asset Allocation Bond Fund
GMO Benchmark-Free Allocation Fund
GMO Benchmark-Free Fund
GMO Core Plus Bond Fund
GMO Climate Change Fund*
GMO Currency Hedged International Bond Fund
GMO Emerging Country Debt Fund
GMO Global Asset Allocation Fund
GMO Global Equity Allocation Fund
GMO Implementation Fund
GMO International Equity Allocation Fund
GMO International Developed Equity Allocation Fund
GMO Quality Fund
GMO Opportunistic Income Fund
GMO Risk Premium Fund
GMO Special Opportunities Fund
GMO Strategic Opportunities Allocation Fund
GMO U. S. Equity Allocation Fund
GMO U.S. Treasury Fund
GMO Global Developed Equity Allocation Fund
GMO Alpha Only Fund
GMO Emerging Countries Fund
GMO Emerging Domestic Opportunities Fund
GMO Emerging Markets Fund
GMO Foreign Fund
GMO Foreign Small Companies Fund
GMO International Large/Mid Cap Equity Fund
GMO International Equity Fund
GMO International Small Companies Fund
GMO Resources Fund
GMO Taiwan Fund
GMO Tax-Managed International Equities Fund
GMO Benchmark-Free Allocation Series Fund
GMO Core Plus Bond Series Fund*
GMO Emerging Countries Series Fund
GMO Emerging Country Debt Series Fund*
GMO Foreign Series Fund*
GMO Global Asset Allocation Series Fund
GMO Global Equity Allocation Series Fund
GMO International Equity Allocation Series Fund
GMO International Developed Equity Allocation Series Fund*
GMO Quality Series Fund*
GMO U.S. Equity Allocation Series Fund*
GMO SGM Major Markets Series Fund*
GMO ERISA Pool
*GMO will provide State Street with at least (5) business days’ prior notice to the commencement of operations.
