EXHIBIT (M)(6)(I)
SECOND 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 April, 2003, 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:
Restating Exhibit "A" in its entirety, as attached hereto.
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/ Xxxxxx XxXxxxxx By: /S/ Xxxxxxx Xxxx
--------------------------------- ------------------------------------
Name: Xxxxxx XxXxxxxx Name: Xxxxxxx Xxxx
Title: Senior Director Title: Director, FIIOC Authorized
Signatory
Date: March 31, 2005 Date: March 28, 0000
XXXXXXXX XXXX XXX XXXXXXXX & XX. XXX XXX 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: Partner, General Counsel Title: Vice President
Date: 3/28/05 Date: 3/28/03
EXHIBIT A
FUNDS
SECTION I:
FUND: GMO U.S. Core Fund, Class III
TICKER SYMBOL: GMCTX
CUSIP: 000000000
FUND: GMO Emerging Country Debt Share Fund, Class III
TICKER SYMBOL: GECDX
CUSIP: 000000000
SECTION II:
FUND: GMO Growth Fund, Class M
TICKER SYMBOL: GMGMX
CUSIP: 000000000
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 FIIOC 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 via wire transfer within 30 days of receipt of FIIOC's invoice.
