EXHIBIT (M)(6)(IV)
FIFTH AMENDMENT TO FUNDS TRADING AGREEMENT BETWEEN
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.,
INVESTORS BANK & TRUST COMPANY, GRANTHAM, MAYO,
VAN OTTERLOO & CO. LLC, AND GMO TRUST
THIS AMENDMENT, dated as of the first day of February, 2005, by and between
Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"), Investors
Bank & Trust Company ("Transfer 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, GMO and GMO Trust heretofore entered into
an agreement dated July 1, 2001, as amended (the "Agreement") with regard to
certain employee benefit plans for which FIIOC performs administrative and
recordkeeping services (individually a "Plan", collectively the "Plans"); and
WHEREAS, FIIOC, Transfer 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, FIIOC, Transfer
Agent, GMO and GMO Trust hereby amend the Agreement as follows:
Amending Section 9, Fund Waivers, by adding the following:
Notwithstanding the foregoing, effective as of the close of the New York
Stock Exchange on March 1, 0000, Xxxxxxxx Xxxxx, XXX and GMO Trust direct
FIIOC to monitor, and where appropriate restrict, the frequency of
transactions effected by participants in the following Funds:
GMO US Core Fund Class III (GMCTX)
GMO US Core Fund Class M (GCOMX)
GMO Growth Fund Class III (GMOGX)
GMO Growth Fund Class M (GMGMX)
GMO Emerging Country Debt Share Fund Class III (GECDX)
GMO Emerging Countries Fund Class III (GMCEX)
(the "AHM Funds") offered as investment options in employee benefit plans
for which Fidelity provides administrative and recordkeeping services.
Transfer Agent, GMO and GMO Trust represent that they have reviewed the
document entitled Frequent Trading Policy (the "Policy"), attached hereto
as Exhibit "E", and Transfer Agent, GMO and GMO Trust direct FIIOC to
monitor, and where appropriate restrict, participant
transactions in the ARM Funds in accordance with the Policy. Transfer
Agent, GMO and GMO Trust further represent that FIIOC's actions, in
monitoring and restricting the ability of participants to effect
transaction in the AHM Funds in accordance with the Policy, are in
compliance with the terms and conditions of each AHM Fund's prospectus. All
parties acknowledge that the Policy may be amended from time to time upon
provision of written notice from FIIOC and further, that the indemnities
available to the parties pursuant to Section 15 of the Agreement apply to
the failure to satisfy any obligation hereunder, or the breach of any
warranty or representation made herein.
Restating Exhibit "D", in its entirety, as attached hereto.
IN WITNESS WHEREOF, FIIOC, Transfer 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/ Xxxxxxxx Xxxxxx By: /S/ Xxxxxxx Xxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx
Title: Director Title: Director, FIIOC
Authorized Signatory
Date: 2/2/05 Date: 3/15/05
XXXXXXXX XXXX VAN OTTERLOO & CO. LLC GMO TRUST, ON BEHALF OF EACH FUND ON
EXHIBIT A, SEVERALLY AND NOT JOINTLY
By: /S/ Xxxxxxx X Xxxxx By: /S/ Xxxxxxx X Xxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Member, General Counsel Title: Vice President
Date: Date:
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EXHIBIT D
COMPENSATION
WITH REFERENCE TO THE FUNDS LISTED IN SECTION I OF EXHIBIT A, in
consideration of the services provided by FIIOC under this Agreement, no
compensation shall be paid.
WITH REFERENCE TO THE FUNDS LISTED IN SECTION II OF EXHIBIT A, in
consideration of the services provided by FIIOC under this Agreement, Transfer
Agent shall pay to FII0C an amount equal to 35 basis points (0.35%) per annum of
the average aggregate amount invested in the Funds through the Plans each
calendar month.
The average aggregate amount invested through the Plans over a calendar
month shall be computed by totaling daily balances during the month and dividing
such total by the actual number of days in the month. FIIOC shall calculate this
payment at the end of each calendar month and shall forward an invoice to
Transfer Agent, along with such other supporting data as may be reasonably
requested by Transfer Agent. Transfer Agent shall make such payment to FIIOC on
a quarterly basis via wire transfer, within 30 days following the close of the
calendar quarter.
EXHIBIT E
FREQUENT TRADING POLICY
DEFINITIONS
- Participant - a participant in an Employee Benefit Plan for which Fidelity
provides administrative and recordkeeping services.
- Employee Benefit Plan - an employee pension benefit plan as defined in
Section 3(2)(A) of the Employee Retirement Income Security Act of 1974, or
a tax-sheltered annuity or custodial account program as defined in Section
403(b) of the Internal Revenue Code.
- Days - calendar days unless noted otherwise.
- Participant Initiated - a volitional transaction effected at the direction
of the Participant rather than the sponsor or fiduciary of an Employee
Benefit Plan.
- Investment Option - any investment subject to this Policy available to a
Participant as part of an Employee Benefit Plan. All mutual funds in the
Fidelity complex other than the Fidelity Select funds and Fidelity money
market funds are considered Investment Options for purposes of this Policy.
- Exchange Purchase - Participant Initiated movement of any portion of a
Participant's assets in an Employee Benefit Plan into an Investment Option.
This does not include the initial allocation among Investment Options of
new assets contributed to an Employee Benefit Plan.
- Exchange Redemption - Participant Initiated movement of any portion of a
Participant's assets in an Employee Benefit Plan out of an Investment
Option. This does not include the withdrawal of assets out of an Employee
Benefit Plan.
- Round Trip - an Exchange Redemption effected within 30 Days of an Exchange
Purchase in the same Investment Option. The FIFO method will be used to
match Exchange Redemptions to Exchange Purchases. The 30 Day look back
period begins on the Day the Exchange Redemption was effected. If the
effective date on which Fidelity has been directed to begin monitoring
Participant Initiated transactions in the Investment Option is any day
after December 6, 2004, the 30 Day look back period will encompass Exchange
Purchases that may have occurred prior to such effective date. If an
Exchange Redemption is matched to an Exchange Purchase, neither the
Exchange Redemption not the Exchange Purchase will be matched with another
trade for purposes of determining whether a subsequent Round Trip occurred.
- 90 Day Rolling Monitoring Period - a 90 Day period beginning on the Day the
Exchange Redemption that caused a Participant to have engaged in a Round
Trip is effected.
POLICY STATEMENT
Fidelity will monitor and, in certain situations, limit a Participant's ability
to effect Exchange Purchases. After engaging in a Round Trip(1) in an Investment
Option, if a Participant engages in a second Round Trip in the same Investment
Option during a 90 Day Rolling Monitoring Period, a Single Fund Block will be
imposed. Four Round Trips in the same or different Investment Options during any
rolling 12 month period will subject the Participant to a Complex-Wide Block.
Certain activities fall outside this Policy. These include:
- Exchange Purchases and/or Exchange Redemptions of $1000 or less.
Multiple Exchange Purchases or Exchange Redemptions on the same Day
are aggregated for purposes of determining whether a Participant
exceeded the $1000 threshold.
- Any transaction other than an Exchange Purchase or an Exchange
Redemption, including error correction or "as-of" adjustments.
- Pre-scheduled systematic transactions such as participant initiated or
model driven automatic rebalancing.
In addition, any Participant subject to preexisting trading restrictions
will not be subject to the Policy until the preexisting restrictions
expire.
SINGLE FUND BLOCK
- After engaging in a Round Trip in an Investment Option, if a
Participant engages in a second Round Trip in the same Investment
Option during the 90 Day Rolling Monitoring Period, the Participant
will be blocked from making subsequent Exchange Purchases into that
Investment Option for 85 Days.
- The block will begin on the day after the Exchange Redemption that
caused a Participant to have engaged in a second Round Trip is
effected.
- The block will only extend to the Employee Benefit Plan in which the
Participant effected the two Round Trips
- If 12 months pass after the expiration of the block with no further
Round Trips in the Investment Option, the Participant will be treated
as if there had been no prior trading activity implicating the Policy.
COMPLEX WIDE BLOCK
- If a Participant engages in four Round Trips in the same or different
Investment Options in an Employee Benefit Plan, during a rolling 12
month period, a
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(1) A Participant may receive a warning letter after the first Round Trip
explaining the consequences of subsequent Round Trips, assuming the Round
Trip Occurs outside the a 90 Day Rolling monitoring Period.
complex-wide block will be imposed.
- If a participant completes four Round Trips in the same or different
Investment options on a single day, the next Round Trip during a
rolling 12 month period will result in the imposition of a complex
wide block.
- During the 12-month period, the complex-wide block will result in the
Participant being allowed, on one day during each calendar quarter, to
make one Exchange Purchase in each Investment Option.
- The block will begin on the day after the Exchange Redemption that
caused a Participant to have engaged in the fourth Round Trip is
effected.
- The block will only extend to the Employee Benefit Plan in which the
Participant effected the four Round Trips.
- If a Participant who is no longer subject to a complex-wide block
engages in another Round Trip in any Investment Option within the 12
month period following the expiration of the block, another
complex-wide block will be imposed.
- If 12 months pass from the expiration of a complex-wide block with no
further Round Trips in any Investment Option, the Participant will be
treated as if there had been no prior trading activity implicating the
Policy.
