EXHIBIT (M)(8)(V)
FIFTH AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
BETWEEN CITISTREET LLC AND GMO TRUST
THIS AMENDMENT, dated as of the 1st day of September 2005, by and between
Citistreet LLC ("Citistreet") and GMO Trust, on behalf of each fund listed on
Attachment A, severally and not jointly (individually, the "Fund" and
collectively, the "Funds").
WITNESSETH:
WHEREAS, Citistreet and GMO Trust heretofore entered into an agreement
dated October 31, 2001, as amended (the "Agreement"); and
WHEREAS, Citistreet and GMO Trust desire to amend the Agreement in
accordance with the provisions of Section 18 thereof.
NOW THEREFORE, in consideration of the above premises, Citistreet and GMO
Trust hereby amend the Agreement as follows:
1) Amending and restating Attachment A in its entirety as attached hereto
effective as of September 16, 2005.
IN WITNESS WHEREOF, Citistreet and GMO Trust have caused this Amendment to
be executed by their duly authorized officers as of the day and year first above
written.
CITISTREET LLC GMO TRUST, ON BEHALF OF EACH FUND ON
ATTACHMENT A, SEVERALLY AND NOT JOINTLY
By: /S/ Xxxxxxxx Xxxxxxxx By: /S/ Xxxxx X. Xxxxx
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Name: Xxxxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer Title: Vice President
Date: 9-1-05 Date: 9-5-05
ATTACHMENT A
FUNDS AVAILABLE AND APPLICABLE FEE
NAME OF FUND APPLICABLE FEE
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GMO Foreign Fund - Class III In consideration of the services provided by Citistreet under
this Agreement, no compensation shall be paid.
GMO U.S. Core Equity Fund - Class III In consideration of the services provided by Citistreet under
this Agreement, no compensation shall be paid.
GMO International Intrinsic Value Fund - In consideration of the services provided by Citistreet under
Class M this Agreement, Fund will pay to Citistreet a fee*, computed
daily and paid quarterly in arrears, equal to 0.35% per annum of
the average daily value of the total number of shares of the
Fund held in accounts at Citistreet.
GMO U.S. Growth Fund - Class M In consideration of the services provided by Citistreet under
this Agreement, Fund will pay to Citistreet a fee*, computed
daily and paid quarterly in arrears, equal to 0.35% per annum of
the average daily value of the total number of shares of the
Fund held in accounts at Citistreet.
* The Fund will pay Citistreet such fee within 30 days after the end of each
quarter. For purposes of this Attachment A, the average daily value of the
shares of the Fund will be based on the NAV reported by the Fund to
Citistreet.