EXHIBIT (H)(3)
AMENDED AND RESTATED SERVICING AGREEMENT
The Servicing Agreement executed as of May 30, 1996 between GMO TRUST, a
Massachusetts business trust (the "Trust") on behalf of each of its Class II,
Class III, Class IV, Class V and Class VI (each a "Class" and collectively the
"Classes") Shares (the "Shares") of each Fund listed on Exhibit I hereto
(collectively, the "Funds"), and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a
Massachusetts limited liability company (the "Shareholder Servicer"), is hereby
amended and restated effective June 30, 2006:
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
SERVICES TO BE RENDERED BY SERVICING AGENT TO THE TRUST.
The Shareholder Servicer will, at its expense, provide direct client
service, maintenance and reporting to shareholders of each Class of Shares of
each Fund set forth on Exhibit 1 hereto, such services and reporting to include,
without limitation, professional and informative reporting, client account
information, personal and electronic access to Fund information, access to
analysis and explanations of Fund reports, and assistance in the correction and
maintenance of client-related information.
The Shareholder Servicer shall not be obligated under this agreement to pay
any expenses of or for the Trust or of or for the Fund not expressly assumed by
the Shareholder Servicer pursuant to this Section 1.
OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Shareholder Servicer, and in any
person controlled by or under common control with the Shareholder Servicer, and
that the Shareholder Servicer and any person controlled by or under common
control with the Shareholder Servicer may have an interest in the Trust. It is
also understood that the Shareholder Servicer and persons controlled by or under
common control with the Shareholder Servicer may have advisory, servicing,
distribution or other contracts with other organizations and persons, and may
have other interests and businesses.
COMPENSATION TO BE PAID BY THE TRUST TO THE SERVICING AGENT.
Each Class of Shares of each Fund will pay to the Shareholder Servicer as
compensation for the Shareholder Servicer's services rendered and for the
expenses borne by the Shareholder Servicer with respect to such Class of Shares
of such Fund pursuant to Section 1, a fee, computed and
accrued daily, and paid monthly or at such other intervals as the Trustees shall
determine, at the annual rate of such Class' average daily net asset value set
forth on the Fee Rate Schedule attached as Exhibit II hereto. Such fee shall be
payable for each month (or other interval) within five (5) business days after
the end of such month (or other interval). The Shareholder Servicer, as
reflected in Exhibit II or otherwise by notice to the Trust, may determine to
temporarily or permanently reduce or waive part or all of the compensation it is
entitled to receive pursuant to this Contract with respect to one or more Funds
or Classes.
If the Servicing Agent shall serve for less than the whole of a month (or
other interval), the foregoing compensation shall be prorated.
ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; provided, however, in the event of
consolidation or merger in which the Shareholder Servicer is not the surviving
corporation or which results in the acquisition of substantially all the
Shareholder Servicer's outstanding stock by a single person or entity or by a
group of persons and/or entities acting in concert, or in the event of the sale
or transfer of substantially all the Shareholder Servicer's assets, the
Shareholder Servicer may assign any such agreement to such surviving entity,
acquiring entity, assignee or purchaser, as the case may be. This Contract shall
not be amended unless such amendment is approved by votes of a majority of both
(a) the Trustees of the Trust, and (b) the Independent Trustees.
EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
Either party hereto may at any time terminate this Contract (or this
Contract's application to one or more Classes or Funds) by not more than sixty
days' written notice delivered or mailed by registered mail, postage prepaid, to
the other party, or
If a majority of both (i) the Trustees of the Trust, and (ii) a majority of
the Independent Trustees, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall automatically terminate
at the close of business on the second anniversary of its execution, or upon the
expiration of one year from the effective date of the last such continuance,
whichever is later.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
CERTAIN DEFINITIONS.
For purposes of this Contract, (a) the term "Independent Trustees" shall
mean those Trustees of the Trust who are not interested persons of the Trust or
the Shareholder Servicer, and have no direct or indirect financial interest in
this Agreement, (b) the terms "affiliated person", "control", "interested
person" and "assignment" shall have their respective meanings defined in the
Investment
Company Act of 1940 and the rules and regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act; and (c) the phrase "specifically approve at least annually"
shall be construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.
NONLIABILITY OF SERVICING AGENT.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Shareholder Servicer, or reckless disregard of its obligations and
duties hereunder, the Shareholder Servicer shall not be subject to any liability
to the Trust, or to any shareholder of the Trust, for any act or omission in the
course of, or connected with, rendering services hereunder.
LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
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.
IN WITNESS WHEREOF, GMO TRUST and GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
GMO TRUST
By
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Title:
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GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By
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Title:
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