EXHIBIT 7
SHAREHOLDER SERVICES AGREEMENT
THIS SHAREHOLDER SERVICES AGREEMENT effective as of October 31,
2001 by and between CITISTREET LLC ("CitiStreet") and GMO TRUST, on behalf of
each fund listed on Attachment A, severally and not jointly ( the "Company").
WHEREAS, CitiStreet, has been retained by the sponsor of a qualified
employee benefit plan or plans (the "Plan" or "Plans"), to provide recordkeeping
and related administrative support services on behalf of such Plans and the
participants under such Plans (the "Participants"), including daily valuation
and processing of orders for investment and reinvestment of assets in the
various investment options available under the Plans; and
WHEREAS, CitiStreet has been requested by the sponsor of such
qualified employee benefit Plans to offer as investment options under such
Plans, one or more of the funds identified in Attachment A attached hereto (the
"Funds"), each of which is a series of mutual fund shares registered under the
Investment Company Act of 1940, as amended, and issued by one of the Funds; and
WHEREAS, on the terms and conditions hereinafter set forth, the
parties desire to make shares of the Funds available as investment options under
the Plans and to retain CitiStreet to perform certain administrative services on
behalf of the Funds, and CitiStreet is willing and able to furnish such
services;
NOW, THEREFORE, CitiStreet and the Company agree as follows:
1. TRANSACTIONS IN THE FUNDS. Subject to the terms and conditions
of this Agreement, the Company will make shares of the Funds available to be
purchased, exchanged, or redeemed, by or on behalf of the Plan or Plans through
a single account per Plan for each Fund (the "Accounts" ) at the net asset value
applicable to each order. The Funds' shares shall be purchased and redeemed on a
net basis in such quantity and at such time as determined by CitiStreet to
correspond with investment instructions received by CitiStreet from the
Participants. Dividends and capital gains distributions will be automatically
reinvested in full and fractional shares of the Funds.
2. ADMINISTRATIVE SERVICES. CitiStreet agrees to provide all
administrative services for the Plan and Plan Participants, including but not
limited to those specified in Attachment B (the "Administrative Services"). The
Company shall not be required to provide Administrative Services for the benefit
of the Plans or Plan Participants. CitiStreet's representatives shall not make
any statements that indicate otherwise to Participants or representatives of any
Plan. CitiStreet agrees that it will maintain and preserve all records as
required by law or its agreement with the Plan sponsors to be maintained and
preserved in connection with providing the Administrative Services, and will
otherwise comply with all laws, rules and regulations applicable to the
provision of the Administrative Services. CitiStreet will permit Company or its
representative to have reasonable access to its personnel and records in order
to facilitate the monitoring of the quality of the Administrative Services.
CitiStreet agrees to provide the Company with such information as the Company
may reasonably request concerning the Plans as may be necessary or advisable to
enable the
Company to comply with applicable laws, including state "Blue Sky" laws relating
to the sale of Fund shares. CitiStreet further agrees that on a monthly basis it
will provide the Company with the number of underlying Plan Participants holding
an interest in each Account.
3. PROCESSING AND TIMING OF TRANSACTIONS.
(a) The Company hereby appoints CitiStreet as its agent for the
limited purpose of accepting purchase and redemption orders for Fund shares from
the Plans and/or Participants, as applicable. On each day the New York Stock
Exchange (the "Exchange") is open for business (each, a "Business Day"),
CitiStreet may receive instructions from the Plans and/or Participants for the
purchase or redemption of shares of the Funds ("Orders"). Orders received and
accepted by CitiStreet prior to the close of regular trading on the Exchange
(the "Close of Trading") on any given Business Day and transmitted to the
Company by 8:30 a.m. Eastern time the next Business Day will be executed by the
Company at the net asset value determined as of the Close of Trading on the
Business Day the order was received by CitiStreet. Any Orders received by
CitiStreet on such day but after the Close of Trading, and all Orders that are
transmitted to the Company after 8:30 a.m. Eastern time on the next Business
Day, will be executed by the Company at the net asset value determined as of the
Close of Trading on the next Business Day following the day of receipt of such
Order. The day on which an Order is executed by the Company pursuant to the
provisions set forth above is referred to herein as the "Effective Trade Date."
(b) Company will provide to CitiStreet via facsimile or other
electronic transmission acceptable to CitiStreet the Funds' net asset value,
dividend and capital gain information and, in the case of income funds, the
daily accrual for interest rate factor (mil rate), determined at the Close of
Trading. Company shall use its best efforts to provide or cause to be provided
to CitiStreet such information by 6:30 p.m., East Coast time, on each Business
Day; unless a delay due to extraordinary or unforeseen circumstances precludes
this.
(c) By 8:30 a.m. Eastern time on the Business Day following the
receipt of orders, CitiStreet shall use its best efforts to provide to Company
via facsimile or other electronic transmission acceptable to Company a report
stating whether the Orders received by CitiStreet from Participants by the Close
of Trading on such Business Day resulted in each Plan being a net purchaser or
net seller of shares of the Funds.
(d) Upon the timely receipt from CitiStreet of the report described
in (c) above, Company will execute the purchase or redemption transactions (as
the case may be) at the net asset value computed at the Close of Trading on the
Effective Trade Date. Such purchase and redemption transactions will settle on
the Business Day next following the Effective Trade Date. Payments for net
purchase and net redemption orders shall be made by wire transfer by the Plan
(for net purchases ) or by the Funds (for net redemptions) to the account
designated by the appropriate receiving party on the Business Day following the
Effective Trade Date.
4. PROCESS FOR CORRECTING ERRORS
The Company shall be responsible for making the Plan whole,
including at the Participant level, in the event of an error or delay in the
calculation of any of the information provided by the Company pursuant to
Section 3 and for all reasonable costs
2
incurred by CitiStreet in correcting the error. CitiStreet shall make a
reasonable effort to recover any gain received by a Plan or a Participant as a
result of any error, provided that Company assumes responsibility for all
reasonable and demonstrable expenses incurred by CitiStreet in attempting to
recover any gain.
5. ACCOUNT INFORMATION.
The Company shall provide to CitiStreet:
(a) daily confirmations of Account activity mailed within two
Business Days after each day on which a purchase or redemption of Shares is
effected for the particular Account.
(b) monthly statements detailing activity in each Account within
fifteen Business Days after the end of each month.
6. PROSPECTUS AND PROXY MATERIALS.
(a) The Company shall provide to the shareholder of record on
behalf of the Plans copies of the proxy materials, periodic fund reports to
shareholders and other materials that are required by law to be sent to the
Funds' shareholders. In addition, the Company shall provide CitiStreet with a
sufficient quantity of prospectuses of the Funds to be used in conjunction with
the transactions contemplated by this Agreement, together with such additional
copies of the Funds' prospectuses as may be reasonably requested by the
CitiStreet. If a Plan provides for pass-through voting by its Participants, or
if CitiStreet determines that pass-through voting is required by law, the
Company will provide CitiStreet with a sufficient quantity of proxy materials
for each Participant.
(b) The cost of preparing, printing and shipping of the
prospectuses, proxy materials, periodic FUND reports and other materials of the
Funds to CitiStreet shall be paid by the Company or its agent; provided,
however, that if at any time the Company or its agent reasonably deems the usage
by CitiStreet or a Plan of such items to be excessive, it may, prior to the
delivery of any quantity of materials in excess of what is deemed reasonable,
request that CitiStreet or the Plan, as the case may be, demonstrate the
reasonableness of such usage. If the Company believes the reasonableness of such
usage has not been adequately demonstrated, they may request that the party
responsible for such excess usage pay the cost of printing (including press
time) and delivery of any excess copies of such materials. Unless CitiStreet or
the Plan, as the case may be, agrees to make such payments, the Company may
refuse to supply additional materials and this section shall not be interpreted
as requiring delivery by Company of any copies in excess of the number of copies
required by law.
(c) The cost of any distribution of prospectuses, proxy materials,
periodic fund reports and other materials of the Funds to the Plan or its
Participants shall be paid by either CitiStreet, the Plan, or the Plan sponsor,
as determined by CitiStreet's agreement with the Plan, and shall not be the
responsibility of Company.
7. COMPENSATION AND EXPENSES.
3
For services under this Agreement, CitiStreet shall be entitled to
the fees set forth on Attachment A, as may be amended from time to time.
8. REPRESENTATIONS.
(a) CitiStreet represents that it is authorized under an agreement
with each Plan to implement the investment of Plan assets in the name of the
Plan in shares of the Funds as directed by Participants, and to provide the
Administrative Services for such Plan consistent with the terms of this
Agreement, and that it has full power and authority to enter into and perform
this Agreement. CitiStreet also hereby represents that it will promptly notify
the Company in the event that CitiStreet is for any reason unable to perform any
of its obligations under this Agreement.
(b) The Company represents that it has full power and authority to
enter into and perform this Agreement. The Company also hereby represents that
it will promptly notify CitiStreet in the event that the Company is for any
reason unable to perform any of its obligations under this Agreement.
9. ADDITIONAL COVENANTS AND AGREEMENTS.
(a) CitiStreet shall comply with all applicable federal and state
securities, insurance and tax laws applicable to the activities of CitiStreet
contemplated by this Agreement.
(b) CitiStreet shall not, without the written consent of Company,
make representations concerning the shares of the Funds except those contained
in the then current prospectus and in current printed sales literature approved
by Company or the Funds.
(c) The Company shall comply with all laws, rules and regulations
applicable to it as a result of the transactions contemplated by this Agreement.
10. USE OF NAMES. Except as otherwise expressly provided for in
this Agreement, neither Company nor the Funds shall use any trademark, trade
name, service ▇▇▇▇ or logo of CitiStreet, or any variation of any such
trademark, trade name, service ▇▇▇▇ or logo, without CitiStreet's prior written
consent, which consent may be unreasonably withheld. Except as otherwise
expressly provided for in this Agreement, CitiStreet shall not use any
trademark, trade name, service ▇▇▇▇ or logo of the Funds or the Company, or any
variation of any such trademarks, trade names, service marks, or logos, without
the prior written consent of the Company, as appropriate, which consent may not
be unreasonably withheld.
11. PROXY VOTING. CitiStreet, being the shareholder of record,
shall vote (or shall cause its nominee to vote) all shares owned on behalf of
such Plan. If CitiStreet or its nominee is not the shareholder of record and the
Plan does not pass through voting rights to Participants, CitiStreet shall use
its best efforts to obtain an agreement of the Plan trustee or other
representative to vote all shares owned on behalf of the Plan.
12. LIMITATION OF LIABILITY.
4
(a) Notwithstanding anything contained herein to the contrary, the
Company agrees that it is responsible with respect to any liability (excluding
consequential damages) to which CitiStreet shall be subjected as a result of the
Company's action or failure to act in the performance of its duties hereunder
including liability arising from (i) CitiStreet's compliance with any written
direction given in accordance with this Agreement by the Company, (ii)
CitiStreet's reliance on any written information provided pursuant to this
Agreement by the Company, or (iii) CitiStreet's failure to act resulting from
the failure of the Company to provide reasonably necessary information or
directions on a timely basis as requested by CitiStreet.
(b) CitiStreet agrees that it is responsible with respect to any
liability or claim of liability (excluding consequential damages) to which the
Company shall be subjected as a result of CitiStreet's action or failure to act
in the performance of its duties hereunder.
(c) Notwithstanding (a) or (b) above, neither CitiStreet nor the
Company shall be responsible with respect to any liability arising from acts or
omissions by the Funds, its transfer agent or any fiduciary or plan sponsors.
13. FORCE MAJEURE. Except for payment obligations hereunder, in the
event that either party is unable to perform its obligations under the terms of
this Agreement because of acts of God, strikes, equipment or transmission
failure or damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable to the other party for any
damages resulting from such failure to perform or otherwise from such causes.
14. TERMINATION; WITHDRAWAL OF OFFERING. Any party may terminate
this Agreement with respect to such party upon 60 days' prior written notice to
the other parties; provided, however, that each Fund reserves the right, without
prior notice, to suspend sales of shares of any Fund, in whole or in part, or to
make a limited offering of shares of any of the Funds in the event that (A) any
regulatory body commences formal proceedings against the Company, any of the
Funds or CitiStreet, which proceedings the Company believes will have a material
adverse impact on the ability of the Company or CitiStreet to perform its
obligations under this Agreement or (B) in the judgment of the Company,
declining to accept any additional instructions for the purchase or sale of
shares of any such Fund is warranted by market, economic or political conditions
or is otherwise provided in the fund prospectus or Statement of Additional
Information. Notwithstanding the foregoing, this Agreement may be terminated
immediately upon (i) termination by the trustee or other Plan representative of
CitiStreet's right to provide Administrative Services to the Plan and the actual
cessation by Company of providing such services, or (ii) a good faith
determination by the Company that shares of any of the Funds are not being
offered in conformity with the terms of this Agreement, the then current
prospectus or applicable law, or (iii) any other breach by a party, which breach
is not cured within 30 days after notice from the other party. Termination of
this Agreement shall not affect the obligations of the parties to make payments
under Section 3 or provide compensation under Section 6 for Orders received by
the Company prior to such termination and shall not affect the Funds' obligation
to maintain the Accounts in the name of any Plan or any successor trustee or
recordkeeper for such Plan. Following termination, the Company shall not have
any Administrative Services payment obligation to CitiStreet.
5
15. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees
that this Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
16. SURVIVAL. The provisions of Section 9 (use of names) and
Section 11 (limitation of liability) of this Agreement shall survive termination
of this Agreement.
17. CONFIDENTIALITY. Company and CitiStreet agree to keep
confidential all proprietary data software, processes, information and
documentation related to this Agreement, except as may be necessary to perform
under this Agreement or as otherwise may be agreed to from time to time by the
parties.
18. AMENDMENT. Neither this Agreement, nor any provision hereof,
may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by all of the parties hereto.
19. NOTICES. All notices and other communications hereunder shall
be given or made in writing and shall be delivered personally, or sent by telex,
telecopier, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following addresses, or at such other addresses as may be designated by
notice from such party to all other parties.
To CitiStreet:
CITISTREET LLC
Batterymarch Park III
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (telecopy number)
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
cc: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Esq.
With a Copy to: CITISTREET LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
To the Company: Grantham, Mayo, Van Otterloo & Co. LLC
▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
With a Copy to: Grantham, Mayo, Van Otterloo & Co. LLC
▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Legal Department - ▇▇▇▇ ▇▇▇▇▇▇
6
Any notice, demand or other communication given in a manner prescribed in this
Section 18 shall be deemed to have been delivered on receipt.
20. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
without the written consent of all parties to the Agreement at the time of such
assignment. The assignment of the Agreement shall not change the obligations,
rights or responsibilities under this Agreement and it shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted
successors and assigns.
21. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
22. SEVERABILITY. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
23. ENTIRE AGREEMENT. This Agreement, including the Attachments
hereto, constitutes the entire agreement between the parties with respect to the
matters dealt with herein, and supersedes all previous agreements, written or
oral, with respect to such matters.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date set forth above.
CITISTREET LLC GMO TRUST, ON BEHALF OF EACH
FUND LISTED ON ATTACHMENT A,
SEVERALLY AND NOT JOINTLY
By: _________________________ By: ____________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer Title: Vice President
7
ATTACHMENT A
FUNDS AVAILABLE AND APPLICABLE FEE
Type of Fee: [ ] Fee payable under 12b-1 Plan
[ ] Fee payable from management fee
NAME OF FUND APPLICABLE FEE
------------ --------------
GMO Foreign Fund - Class III In consideration of the services provided by
CitiStreet under this Agreement, no
compensation shall be paid.
8
ATTACHMENT B
ADMINISTRATIVE SERVICES
Pursuant to the Agreement to which this is attached, CitiStreet
shall perform all administrative services required or requested by any Plan,
including, but not limited to, the following:
1. Maintain separate records for each Participant under the Plan,
which records shall reflect the shares purchased and redeemed and share balances
of such Participants. The Company will maintain a single master account with
each Fund on behalf of the Plan and such account shall be in the name of
CitiStreet (or its nominee) or the trustee of the Plan (or its nominee) as the
record owner of shares owned by the Plan.
2. Disburse or credit to the Plan all proceeds of redemptions of
shares of the Funds and all dividends and other distributions not reinvested in
shares of the Funds.
3. Prepare and transmit to the Plan and/or Participants, as
required by law or the Plan, periodic statements showing the total number of
shares owned by the Participants as of the statement closing date, purchases and
redemptions of Fund shares by the Participants during the period covered by the
statement and the dividends and other distributions paid during the statement
period (whether paid in cash or reinvested in Fund shares), and such other
information as may be required, from time to time, by the Plan.
4. Transmit purchase and redemption orders to the Funds on behalf
of the Plan in accordance with the procedures set forth in Section 3 to the
Agreement.
5. Pursuant to the provisions in Section 5, Distribute to the Plan
and/or Participants, as appropriate, copies of the Funds' prospectus, proxy
materials, periodic fund reports to shareholders and other materials that the
Funds are required by law or otherwise to provide to their shareholders or
prospective shareholders.
6. Maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the Administrative
Services for the Plan.
9
FIRST AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT BETWEEN
CITISTREET LLC AND GMO TRUST
THIS AMENDMENT, dated as of the sixth day of May 2002, by and between
Citistreet LLC ("Citistreet") and GMO Trust, on behalf of each fund listed on
Attachment A, severally and It not jointly (individually, the "Fund" and
collectively, the "Funds").
WITNESSETH:
WHEREAS, Citistreet and GMO Trust heretofore entered into an agreement
dated October 31, 2001 (the "Agreement") with regard to certain employee benefit
plans for which Citistreet performs recordkeeping and related administrative
support services; and
WHEREAS, Citistreet and GMO Trust desire to amend the Agreement in
accordance with the provisions of Section 18 thereof.
NOW THEREFORE, in consideration of the above premises, Citistreet and
GMO Trust hereby amend the Agreement as follows:
1) Inserting the following notice and limitation of liability:
"24. 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."
IN WITNESS WHEREOF, Citistreet 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.
CITISTREET LLC GMO TRUST, ON BEHALF OF
EACH FUND ON EXHIBIT A,
SEVERALLY AND NOT JOINTLY
By: _________________ By: _________________
Name: _________________ Name: _________________
Title: _________________ Title: _________________
Date: _________________ Date: _________________
10
ATTACHMENT A
FUNDS
GMO Foreign Fund - Class III
11
SECOND AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
BETWEEN CITISTREET LLC AND GMO TRUST
This Amendment, made as of the fifteen day of October, 2002, by and
between CitiStreet LLC ("CitiStreet') and GMO Trust, on behalf of each fund
listed on Attachment A, severally and not jointly (individually, the "Fund" and
collectively, the "Funds").
WITNESSETH:
WHEREAS, GMO Trust has entered into a Shareholder Services Agreement
with CitiStreet, dated as of October 31, 2001, ("the Agreement') which is
incorporated herein by this reference; and
WHEREAS, Section 18 of said Agreement provides that the Agreement may
only be amended by written instrument signed by both parties.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, and intending to be legally bound, the Agreement shall be amended as
follows:
Attachment A shall be replaced in its entirety by the new Attachment A,
as affixed hereto and incorporated herein by this reference.
Except as provided herein, the terms and conditions contained in the
Agreement, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date set forth above.
CITISTREET LLC GMO TRUST, on behalf of each fund listed
on Attachment A, severally and not jointly
By: _________________ By: _________________
Name: _________________ Name: _________________
Title: _________________ Title: _________________
12
ATTACHMENT A
FUNDS AVAILABLE AND APPLICABLE FEE
Type of Fee: [ ] Fee payable under 12b-1 Plan
[ ] Fee payable under management fee
NAME OF FUND APPLICABLE FEE
------------ --------------
GMO Foreign Fund - Class III In consideration of the services provided by CitiStreet
under this Agreement, no compensation shall be paid.
GMO U.S. Core Fund - Class III In consideration of the services provided by CitiStreet under
this Agreement, no compensation shall be paid.
13
THIRD AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
BETWEEN CITISTREET LLC AND GMO TRUST
THIS AMENDMENT, dated as of the 30th day of April 2003, by and between
Citistreet LLC ("Citistreet") and GMO Trust, on behalf of each fund listed on
Attachment A, severally and not jointly (individually, the "Fund" and
collectively, the "Funds"):
WITNESSETH:
WHEREAS, GMO Trust has entered into a Shareholder Services Agreement
with CitiStreet, dated October 31, 2001, (the "Agreement") which is incorporated
herein by reference; and
WHEREAS, Section 18 of said Agreement provides that the Agreement may
only be amended by written instrument signed by both parties.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending to be legally bound, the Agreement shall be amended as
follows:
1) The following shall be inserted at the beginning of Section 14,
entitled "Termination; Withdrawal of Offering", prior to the first
sentence thereof:
"This Agreement shall become effective upon the date set forth
above, provided that this Agreement has been approved by the
Company or its Board of Trustees, if such approval is required. It
shall continue in force for one year, and shall thereafter continue
automatically for successive annual periods unless earlier
terminated, subject to any periodic approval required by the
Company or its Board of Trustees."
2) Attachment A shall be replaced in its entirety by the new
Attachment A, as affixed hereto and incorporated by this reference.
Except as provided herein, the terms and conditions contained in the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date set forth above.
CITISTREET LLC GMO TRUST, ON BEHALF OF EACH
FUND ON EXHIBIT A, severally
and not jointly
By: ______________________________ By: ______________________________
Name: ____________________________ Name: ____________________________
Title: ___________________________ Title: ___________________________
Date: ___________________________ Date: ____________________________
ATTACHMENT A
FUNDS AVAILABLE AND APPLICABLE FEE
NAME OF FUND APPLICABLE FEE
------------ --------------
GMO Foreign Fund - Class III In consideration of the services provided by CitiStreet
under this Agreement, no compensation shall be paid.
GMO U.S. Core Fund - Class III In consideration of the services provided by CitiStreet under
this Agreement, no compensation shall be paid.
GMO Emerging Countries Fund - Class M In consideration of the services provided by CitiStreet under
this Agreement, Fund will pay to CitiStreet a fee *, computed
daily and paid quarterly in arrears, equal to 0.35% per annum
of the average daily value of the total number of shares of
the Fund held in accounts at CitiStreet.
GMO Foreign Fund - Class M In consideration of the services provided by CitiStreet under
this Agreement, Fund will pay to CitiStreet a fee *, computed
daily and paid quarterly in arrears, equal to 0.35% per annum
of the average daily value of the total number of shares of
the Fund held in accounts at CitiStreet.
GMO Growth Fund - Class M In consideration of the services provided by CitiStreet under
this Agreement, Fund will pay to CitiStreet a fee *, computed
daily and paid quarterly in arrears, equal to 0.35% per annum
of the average daily value of the total number of shares of
the Fund held in accounts at CitiStreet.
GMO Intrinsic Value Fund - Class M In consideration of the services provided by CitiStreet under
this Agreement, Fund will pay to CitiStreet a fee *, computed
daily and paid quarterly in arrears, equal to 0.35% per annum
of the average daily value of the total number of shares of
the Fund held in accounts at CitiStreet.
GMO International Intrinsic Value Fund In consideration of the services provided by CitiStreet under
- Class M this Agreement, Fund will pay to CitiStreet a fee *, computed
daily and paid quarterly in arrears, equal to 0.35% per annum
of the average daily value of the total number of shares of the
Fund held in accounts at CitiStreet.
* The Fund will pay CitiStreet such fee within 30 days after the end of each
quarter. For purposes of this Attachment A, the average daily value of the
shares of the Fund will be based on the NAV reported by the Fund to CitiStreet.