EXHIBIT (M)(5)(I)
FIRST AMENDMENT TO SHAREHOLDER SERVICE AGREEMENT
BETWEEN GE FINANCIAL TRUST COMPANY AND GMO TRUST
THIS AMENDMENT, dated as of the ___ day of September 2005, by and between
GE Financial Trust Company ("GE Financial"), and GMO Trust, a Massachusetts
Business Trust, on behalf of each fund listed on Schedule A, severally and not
jointly (individually, the "Fund" and collectively, the "Funds").
WITNESSETH:
WHEREAS, GE Financial and GMO Trust heretofore entered into an agreement
dated September 30, 2002 (the "Agreement"); and
WHEREAS, GE Financial and GMO Trust desire to amend the Agreement in
accordance with the provisions of Section 12 thereof.
NOW THEREFORE, in consideration of the above premises, GE Financial and GMO
Trust hereby amend the Agreement as follows:
1) Amending and restating Schedule A in its entirety as attached hereto
effective as of September 16, 2005.
IN WITNESS WHEREOF, GE Financial and GMO Trust have caused this Amendment
to be executed by their duly authorized officers as of the day and year first
above written.
GMO TRUST, ON BEHALF OF EACH GE FINANCIAL TRUST
FUND ON SCHEDULE A, SEVERALLY COMPANY
AND NOT JOINTLY
By: /S/ Xxxxx X. Xxxxx By: /S/ Xxxx Xxxxxx
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Name: Xxxxx X. Xxxxx Name: Xxxx Xxxxxx
Title: Vice President Title: Vice President
Date: Date: 8/29/05
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SCHEDULE A
LIST OF FUNDS
GMO U.S. Growth Fund - Class M
GMO TRUST
REDEMPTION AUTHORIZATION FORM
After reading the Outline and the Prospectus, the undersigned shareholder
agrees and instructs as indicated below (and agrees that if no box is checked
the shareholder will participate in the Migration Transactions as if the first
box were checked). Shareholders are reminded that they may redeem their interest
in any of the funds in which they hold shares at any time.
CHECK ONE
[ ] Participation in the Migration Transactions. Shareholder hereby
requests full redemption of all shares of each Current GMO Fund in the
GMO Accounts listed below, to occur on such date as GMO may deem
appropriate in connection with the closing of the Migration
Transactions, and with the understanding that each such redemption
will be honored in kind with shares of the Corresponding Clone GMO
Fund.
[ ] No participation in the Migration Transactions, with the understanding
that non-participation will cause the Current GMO Fund shares to be
treated for U.S. tax purposes as redeemed (as described more fully in
the Outline).
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Authorized Signature Name
Date: Title:
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GMO Account Number:
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GMO Account Name:
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PLEASE RETURN THIS FORM BY FAX TO XXXXXX XXXXXXX AT (000) 000-0000 BY
SEPTEMBER 9, 2005
