EXHIBIT 8
FIRST AMENDMENT TO FUNDS TRADING AGREEMENT BETWEEN
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.,
INVESTORS BANK & TRUST COMPANY, XXXXX BROTHERS XXXXXXXX & COMPANY,
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, AND GMO TRUST
THIS AMENDMENT, dated as of the first day of January 2002, by and
between Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"),
Investors Bank & Trust Company ("Transfer Agent"), Xxxxx Brothers Xxxxxxxx &
Company ("Pricing 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, Pricing Agent, GMO and GMO Trust
heretofore entered into an agreement dated July 1, 2001 (the "Agreement") with
regard to certain employee benefit plans for which FIIOC performs administrative
and recordkeeping services; and
WHEREAS, FIIOC, Transfer Agent, Pricing 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, Transfer Agent,
Pricing Agent, GMO and GMO Trust hereby amend the Agreement as follows:
1) Inserting the following notice and limitation of liability:
"20. Notice and Limitation of Liability. GMO Trust is a
Massachusetts business trust and a copy of the Agreement and
Declaration of Trust of GMO Trust is on file with the
Secretary of The Commonwealth of Massachusetts. Notice is
hereby given that this Agreement is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and
that the obligations of or arising out of this Agreement with
respect to each Fund are not binding upon any of the Trustees
or shareholders individually or any other series of the Trust,
but are binding only upon the assets and property of the
Fund."
2) Amending and restating Exhibit A in its entirety as attached
hereto; and
3) Amending and restating Exhibit D in its entirety as attached
hereto.
IN WITNESS WHEREOF, FIIOC, Transfer Agent, Pricing 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 FIDELITY INVESTMENTS INSTITUTIONAL
COMPANY OPERATIONS COMPANY, INC.
By: ______________________________ By: _________________________________
Name: ____________________________ Name: _______________________________
Title: ___________________________ Title: ______________________________
Date: ____________________________ Date: _______________________________
XXXXXXXX XXXX GMO TRUST, ON BEHALF OF EACH
VAN OTTERLOO & CO. LLC FUND ON EXHIBIT A, SEVERALLY
AND NOT JOINTLY
By: ______________________________ By: _________________________________
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
____________________________ _______________________________
Title: Assoc. General Counsel Title: Vice President
___________________________ ______________________________
Date: December 18, 2001 Date: December 18, 2001
____________________________ _______________________________
XXXXX BROTHERS XXXXXXXX &
COMPANY
By: ______________________________
Name: ____________________________
Title: ___________________________
Date: ___________________________
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EXHIBIT A
FUNDS
SECTION I:
---------
FUND: GMO Foreign Fund, Class III
TICKER SYMBOL: GMOFX
CUSIP: 000000000
SECTION II:
----------
FUND: GMO Foreign Fund, Class M Shares
TICKER SYMBOL: N/A
CUSIP: 000000000
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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 FIIOC an amount equal to 35basis 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.
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