EXHIBIT (M)(7)(II)
SECOND AMENDMENT TO FUNDS TRADING AGREEMENT BETWEEN FIDELITY INVESTMENTS
INSTITUTIONAL OPERATIONS COMPANY, INC., INVESTORS BANK & TRUST COMPANY, XXXXX
BROTHERS XXXXXXXX & COMPANY, GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, AND GMO
TRUST
THIS AMENDMENT, effective as of the first day of July 2002, by and between
Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"), Investors
Bank & Trust Company ("Transfer Agent"), Xxxxx Brothers Xxxxxxxx & Company
("Pricing Agent"), Grantham, Mayo, Van Otterloo & Co. LLC ("GMO") and GMO Trust,
a Massachusetts Business Trust, on behalf of each fund listed on Exhibit A,
severally and not jointly (individually, the "Fund" and collectively, the
"Funds").
WITNESSETH:
WHEREAS, FIIOC, Transfer Agent, Pricing Agent, GMO and GMO Trust heretofore
entered into an agreement dated July 1, 2001 (the "Agreement") with regard to
certain employee benefit plans for which FIIOC performs administrative and
recordkeeping services; and
WHEREAS, FIIOC, Transfer Agent, pricing Agent, GMO 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, Transfer Agent,
Pricing Agent, GMO and GMO Trust hereby amend the Agreement as follows:
- Amending and restating Exhibit A in its entirety as attached hereto;
IN WITNESS WHEREOF, FIIOC, Transfer Agent, Pricing Agent, GMO and GMO Trust
have caused this Amendment to be executed by their duly authorized officers
effective as of the day and year first above written.
INVESTORS BANK & TRUST COMPANY FIDELITY INVESTMENTS INSTITUTIONAL
OPERATIONS COMPANY, INC.
By: /S/ Xxxxxx XxXxxxxx By: /S/ Xxxxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx XxXxxxxx Name: Xxxxxxx Xxxxxx
Title: Senior Director Title: Vice President
Date: 4/25/02 Date: 4/11/2002
XXXXXXXX XXXX VAN OTTERLOO & CO. LLC GMO TRUST, ON BEHALF OF EACH FUND ON
EXHIBIT A, SEVERALLY AND NOT JOINTLY
By: /S/ Xxxxxx X. Xxxxxxx By: /S/ Xxxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Associate General Counsel Title: Vice President
Date: 4/16/02 Date: 4/16/02
XXXXX BROTHERS XXXXXXXX & COMPANY
By: /S/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Partner
Date: April 24, 2002
EXHIBIT A
FUNDS
SECTION I:
FUND: GMO Foreign Fund, Class III
TICKER SYMBOL: GMOFX
CUSIP: 000000000
SECTION II:
FUND: GMO Foreign Fund, Class M Shares
TICKER SYMBOL: N/A
CUSIP: 000000000
FUND: GMO Emerging Countries Fund, Class M Shares
TICKER SYMBOL: N/A
CUSIP: 000000000
