EXHIBIT (M)(8)(III)
THIRD AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
BETWEEN CITISTREET LLC AND GMO TRUST
THIS AMENDMENT, dated as of the 30th day of April, 2003, 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, GMO Trust has entered into a Shareholder Services Agreement with
CitiStreet, dated October 31, 2001 (the "Agreement") which is incorporated
herein by reference; and
WHEREAS, Section 18 of said Agreement provides that the Agreement may only
be amended by written instrument signed by both parties.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending to be legally bound, the Agreement shall be amended as
follows:
1) The following shall be inserted at the beginning of Section 14,
entitled "Termination; Withdrawal of Offering", prior to the first
sentence thereof:
"This Agreement shall become effective upon the date set forth above,
provided that this Agreement has been approved by the Company or its
Board of Trustees, if such approval is required. It shall continue in
force for one year, and shall thereafter continue automatically for
successive annual periods unless earlier terminated, subject to any
periodic approval required by the Company or its Board of Trustees."
[ ] Attachment A shall be replaced in its entirety by the new Attachment
A, as affixed hereto and incorporated by this reference.
Except as provided herein, the terms and conditions contained in the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date set forth above.
CITISTREET LLC GMO TRUST, ON BEHALF OF EACH FUND ON
EXHIBIT A, SEVERALLY AND NOT JOINTLY
By: /S/ Xxxxxxxx Xxxxxxxx By: /S/ Xxxxxx X. Xxxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: CFO Title: Vice President
Date: 4/10/03 Date:
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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 Fund - Class III In consideration of the services provided by Citistreet under this
Agreement, no compensation shall be paid.
GMO Emerging Countries 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.
GMO Foreign 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.
GMO 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.
GMO Intrinsic Value 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.
GMO International Intrinsic Value Fund - In consideration of the services provided by Citistreet under this
Class M 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.