EXHIBIT (G)(3)(I)
SECOND AMENDMENT TO ACCOUNTING AGENCY AGREEMENT
This Second Amendment to Accounting Agency Agreement is dated as of ______,
2005 by and between GMO Trust (the "Trust"), a Massachusetts business trust
acting on behalf of each series set forth on below (each a "Fund" and
collectively, the "Funds") and Xxxxx Brothers Xxxxxxxx & Co. ("BBH").
Whereas pursuant to an Accounting Agency Agreement dated as of June 29,
2001 by and between BBH and the Trust, as amended to date (the "Agreement"), BBH
has been appointed as accounting agent for certain funds as provided in the
Agreement;
Whereas the Trust has requested and BBH has agreed to add each Fund listed
on Schedule I hereto as parties to the Agreement to the extent such Fund is not
an original party hereto;
Now therefore, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereby agree to amend
the Agreement as follows:
I. Amendment to the Agreement
Schedule I to the Agreement is hereby deleted in its entirety and Schedule
I attached hereto is hereby substituted therefore.
II. Miscellaneous
1. As amended hereby, all terms and provisions of the Agreement are hereby
ratified and affirmed as of the date hereof and are hereby extended to give
effect to the terms hereof.
2. By signing below where indicated, the Trust on behalf of each Fund hereby
ratifies and affirms each of the representations and warranties and confirms
that each such representation and warranty remains true and correct as of the
date hereof.
3. 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.
4. Upon receipt by BBH of a fully executed copy of this Second Amendment, this
Second Amendment shall be deemed to be executed as an instrument under seal and
governed by such laws as provided in Section 10 of the Agreement. This Second
Amendment may be executed in original counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Second Amendment and together with the Agreement, shall represent the entire
understanding of the parties hereto.
XXXXX BROTHERS XXXXXXXX & CO.
By:
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Name:
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Title:
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GMO TRUST on behalf of itself and
each Fund set forth on Schedule I
hereto
By:
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Name:
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Title:
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SCHEDULE I
TO SECOND AMENDMENT TO ACCOUNTING AGENCY AGREEMENT
List of All Current Funds
International Intrinsic Value Fund
International Growth Equity Fund
International Core Equity Fund
Currency Hedged International Equity Fund
International Growth Fund
International Disciplined Equity Fund
Foreign Fund
International Small Companies Fund
Emerging Markets Fund
Emerging Countries Fund
Emerging Markets Quality Fund
Foreign Small Companies Fund
Tax-Managed International Equities Fund
Global Growth Fund
Developed World Stock Fund
Alpha Only Fund
Taiwan Fund
November 2005
