DISTRIBUTION AGREEMENT
Exhibit (e)1
EXECUTION COPY
THIS DISTRIBUTION AGREEMENT is made as of the 1st day of August, 2007 by and between each
series of GMO Trust (the “Trust”) listed on Schedule A hereto, as such schedule may be amended from
time to time in accordance with Section 8.4 below, separately and not jointly (each, a “Fund”), and
Funds Distributor, Inc., a Massachusetts corporation having a place of business at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“FDI”).
WHEREAS, the shares of beneficial interest of each of the Funds correspond to a distinct
portfolio of securities and many of the Funds are also divided into multiple classes of shares, all
as set forth on Schedule A. For purposes of this Agreement, the term “Shares” shall mean the
authorized shares of the relevant Fund and classes of shares of the Fund, if any, and otherwise
shall mean the Fund’s authorized shares; and
WHEREAS, FDI is registered as a broker-dealer with the Securities and Exchange Commission (the
“SEC”) under the Securities Exchange Act of 1934 (the “1934 Act”) and is a member of the National
Association of Securities Dealers, Inc. (the “NASD”); and
WHEREAS, the Board of Trustees wishes to engage FDI to act as the distributor for each of the
Funds and FDI is willing to render such service on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the
parties agree as follows:
1. Appointment
The Trust hereby appoints FDI as its principal underwriter for the distribution of Shares of
each of the Funds. FDI accepts such appointment and agrees to perform such services as are
described in this Agreement.
2. Services
2.1. FDI will act as agent of the Trust on behalf of each Fund for the distribution of Shares
covered by, and in accordance with, the registration statement and prospectus then in effect under
the Securities Act of 1933, as amended (the “1933 Act”), and will transmit promptly any orders
received by FDI for purchase or redemption of Shares to the Transfer and Dividend Disbursing Agent
for the Fund of which the Fund has notified FDI in writing. The Fund reserves the right to sell
Shares in accordance with any current applicable prospectus relating to the Shares.
2.2. FDI agrees to use its best efforts to perform its duties hereunder in the solicitation of
orders for the sale of Shares. It is contemplated that FDI, at the request of the Trust, may enter
into sales or servicing agreements with securities dealers, financial institutions and other
industry professionals, such as investment advisers, accountants and estate planning firms
(“Servicing Agents”) for the purpose of facilitating the offer, sale and redemption of Shares. The
Trust shall pre-approve the forms of agreements with Servicing Agents and shall have the right to
approve any compensation set forth therein or any material changes from such pre-approved forms.
2.3. FDI shall act as distributor of Shares in compliance with all applicable laws, rules and
regulations, including, without limitations, the Investment Company Act of 1940, as amended (the
“1940 Act”), the 1933 Act, the 1934 Act, the Rules of the NASD, the Trust’s Amended and Restated
Agreement and Declaration of Trust, as amended from time to time, and Amended and Restated By-Laws,
as amended from time to time. In the event there is a change in applicable federal and state
securities law related to or affecting the services contemplated in this Agreement, FDI shall
perform the services hereunder in accordance with such change, commencing on or prior to the date
such change is effective or enforceable. If the services performed hereunder following such change
are materially different or more burdensome than the current level of services, the parties shall
agree to mutually acceptable policies and procedures for such services. FDI represents and
warrants that it is a broker-dealer registered with the SEC and that it is registered with the
relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto
Rico. FDI also represents and warrants that it is a member of the NASD.
2.4. The Trust represents and warrants (A) the registration statement has been, and any
amendment thereto will be, as the case may be, prepared in conformity with the requirements of the
1940 Act and the rules and regulations thereunder, and all material statements of fact contained or
to be contained in the registration statement are or will be true and correct in all material
respects at the time indicated or on the effective date, as the case may be; and the registration
statement, when it shall become effective or be authorized for use, will not include an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of Shares and (b) it shall
not file any amendment to the registration statement or prospectuses without giving FDI reasonable
advance notice thereof; provided, however, that nothing contained in this Agreement shall in any
way limit the Fund’s right to file at any time such amendments to any registration statement and/or
supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right
being in all respects absolute and unconditional.
2.5. Nothing contained herein shall be construed to require FDI to perform any service that
could cause FDI to be deemed an investment adviser for purposes of the 1940 Act or the Investment
Advisers Act of 1940, as amended.
2.6. Neither FDI, nor any other person acting on behalf of FDI is authorized to give any
information or to make any representations other than as is contained in a Fund’s prospectus,
statement of additional information, or any advertising materials or sales literature specifically
approved in writing by the Trust or its agents.
2.7. FDI shall timely file Fund advertisements, sales literature and other marketing and sales
related materials with the appropriate regulatory agencies and shall obtain such approvals for
their use as may be required by the SEC, the NASD and/or state securities administrators.
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2.8. The Fund reserves the right to refuse at any time or times to sell its Shares or the
Shares of any class hereunder for any reason deemed adequate by the Board of Trustees of the Trust.
The Fund shall promptly notify FDI of such a determination by the Board of Trustees.
2.9. The Fund agrees to pay: (i) all costs and expenses in connection with the registration of
Shares under the federal securities laws and securities laws of any state or other jurisdiction in
which the Shares are sold; (ii) all expenses in connection with supplying information, prices, and
other data to be furnished by the Fund hereunder; and (iii) all expenses in connection with the
preparation and printing of the Fund’s prospectuses and statements of additional information for
regulatory purposes and for distribution to shareholders; provided however, that the Fund shall not
pay any of the costs of advertising or promotion for the sale of Shares, except as authorized by a
plan adopted pursuant to Rule 12b-1 under the 1940 Act. FDI shall pay all expenses connected with
its own qualification as a dealer under state or Federal laws and all expenses incurred in
providing office space, equipment, and personnel as may be necessary or convenient to provide the
services contemplated under this Agreement.
2.10. Except as provided in this paragraph, FDI shall not be paid a fee by the Trust or the
Fund for the services rendered by it hereunder. FDI may receive compensation from the Trust or
Grantham, Mayo, Van Otterloo & Co. LLC (the “Adviser”), related to its services hereunder or for
additional services as may be agreed to between the Trust, Adviser and FDI. FDI, in its capacity
as the principal underwriter of the Fund’s Shares and for so long as it continues to serve in such
capacity, shall be paid Rule 12b-1 fees pursuant to GMO Trust’s Amended and Restated Distribution
and Service Plan (Class M) (the “Rule 12b-1 Plan”) in an amount equal to 0.25% of the Fund’s
average daily net assets attributable to its Class M shares, if any (the “Service Fees”). Since
FDI, in turn, has or will enter into servicing arrangements with investment platforms and other
financial intermediaries under which FDI will be obligated to pay the Service Fees to such
intermediaries, FDI hereby directs that the Service Fees be paid by the Fund for the account of FDI
to such financial intermediaries that are agreed to from time to time by the Trust and FDI. FDI
may enter into dealer agreements and other selling agreements with broker-dealers and other
intermediaries; provided, however, that FDI shall have no obligation to make any payments to any
third parties, whether as finder’s fees, compensation or otherwise, unless FDI has received a
corresponding payment from the Fund pursuant to the Rule 12b-1 Plan, the Adviser, or from another
source as may be permitted by applicable law, and such corresponding payment has been approved by
the Trust’s Board of Trustees. To the extent that Rule 12b-1 fees are paid to FDI as default
broker-dealer, such Rule 12b-1 fees shall continue to be paid to FDI after FDI ceases to act as
distributor of a Fund for so long as FDI continues to serve as such default broker-dealer.
2.11. The Fund agrees to execute documents and to furnish information and otherwise to take
actions as shall from time to time be reasonably requested by FDI for the purpose of qualifying and
maintaining qualification of the Fund’s Shares for sale under the so-called Blue Sky Laws of any
state. The Fund shall furnish FDI from time to time, for use in connection with the sale of
Shares, such information with respect to the Fund and the Shares as FDI may reasonably request.
The Fund also shall furnish FDI upon request with semi-annual reports and annual audited reports of
the Fund’s books and accounts made by independent public accountants regularly retained by the
Trust and such additional information regarding the Fund’s financial condition as FDI may
reasonably request.
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2.12. FDI will facilitate and deliver such quarterly reports as may be reasonably requested by
the Trustees, substantially in the form requested by the Trust. If requested by the Trust, one or
more representatives of FDI will attend meetings of the Trustees.
2.13. With respect to the subject matter of this Agreement, FDI may rely on advice or
instruction that it receives and that it reasonably believes in good faith was transmitted by the
Trust or an authorized representative of the Trust.
2.14. The Fund authorizes FDI and any dealers with whom FDI has entered into dealer agreements
to use any prospectus in the form furnished by the Fund in connection with the sale of Shares.
2.15. The Fund agrees to indemnify, defend and hold FDI, its several officers and directors,
employees, subsidiaries who provide services to the Fund, and any person who controls FDI within
the meaning of Section 15 of the 1933 Act (the “FDI Indemnified Persons”) free and harmless from
and against any and all claims, demands, liabilities and expenses (including the reasonable cost of
investigating or defending such claims, demands or liabilities and any reasonable counsel fees
incurred in connection therewith) which the FDI Indemnified Persons may incur under the 1933 Act,
the 1940 Act, or common law or otherwise, arising out of or on the basis of (a) FDI acting as
distributor of the Funds; (b) FDI or any subsidiary or affiliate of FDI acting as a member of the
National Securities Clearing Corporation (or any successor or other entity performing similar
functions) (“NSCC”) on behalf of the Fund; (c) FDI or any subsidiary or affiliate of FDI entering
into selling agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking
agreements or similar agreements with financial intermediaries on behalf of the Fund; or (d) any
untrue statement, or alleged untrue statement, of a material fact required to be stated in either
any registration statement or any prospectus or any statement of additional information or any
Fund-related advertisement or sales literature, or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated in any registration statement, any
prospectus or any statement of additional information or any Fund-related advertisement or sales
literature or necessary to make the statements in any of them not misleading, except that the
Fund’s agreement to indemnify the FDI Indemnified Persons will not be deemed to cover any such
claim, demand, liability or expense to the extent that it arises out of or is based upon any such
untrue statement, alleged untrue statement, omission or alleged omission made in any registration
statement, any prospectus or any statement of additional information or any Fund-related
advertisement or sales literature in reliance upon information furnished by an Indemnified Person
to the Fund or its representatives for use in the preparation thereof, and except that the Fund’s
agreement to indemnify the FDI Indemnified Persons will not be deemed to cover any liability to the
Fund or its shareholders to which the FDI Indemnified Persons would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by
reason of its reckless disregard of its obligations and duties under this Agreement (“Disqualifying
Conduct”). The Fund’s agreement to indemnify the FDI Indemnified Persons, as aforesaid, is
expressly conditioned upon the Fund’s being notified of any action brought against the FDI
Indemnified Persons, such notification to be given by letter, by facsimile or by telegram addressed
to the Fund at its address set forth on Schedule A, attached hereto, within a reasonable period of
time after the summons or other first legal process shall have been served. The failure so to
notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may
have to the person against whom such action is brought by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise than on account of the Fund’s
indemnity
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agreement contained in this Section 2.15. The Fund will be entitled to assume the defense of
any suit brought to enforce any such claim, demand or liability, but, in such case, such defense
shall be conducted by counsel of good standing chosen by the Fund and approved by FDI, which
approval shall not be unreasonably withheld. In the event the Fund elects to assume the defense of
any such suit and retain counsel of good standing approved by FDI, the defendant or defendants in
such suit shall bear the fees and expenses of any additional counsel retained by any of them; but
in case the Fund does not elect to assume the defense of any such suit, the Fund will reimburse the
FDI Indemnified Persons named as defendant or defendants in such suit, for the reasonable fees and
expenses of any counsel retained by FDI or them. If the Fund does not assume the defense, the FDI
Indemnified Persons shall not consent to a settlement or any other disposition not involving a
final adjudication without the prior consent of the Fund. The Fund’s indemnification agreement
contained in this Section 2.15 shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of the FDI Indemnified Persons, and shall survive the
delivery of any Shares. This agreement of indemnity will inure exclusively to the benefit of the
FDI Indemnified Persons and, if the FDI Indemnified Persons are natural persons, their respective
estates, and to the benefit of any controlling persons and their successors. The Fund agrees
promptly to notify FDI of the commencement of any litigation or proceedings against the Fund or any
of its officers or Trustees in connection with the issue and sale of Shares.
2.16. FDI agrees to indemnify, defend and hold the Fund, its several officers and Trustees,
and any person who controls the Fund within the meaning of Section 15 of the 1933 Act (the “Fund
Indemnified Persons”) free and harmless from and against any and all claims, demands, liabilities
and expenses (including the reasonable cost of investigating or defending such claims, demands or
liabilities and any reasonable counsel fees incurred in connection therewith) which the Fund
Indemnified Persons, may incur under the 1933 Act, the 1940 Act, or under common law or otherwise,
but only to the extent that such liability or expense incurred by the Fund Indemnified Persons
resulting from such claims or demands, (a) shall arise out of or be based upon any unauthorized
sales literature, advertisements, information, statements or representations or any Disqualifying
Conduct in connection with the offering and sale of any Shares, (b) shall arise out of or be based
upon any untrue, or alleged untrue, statement of a material fact contained in information furnished
in writing by FDI to the Fund specifically for use in the Fund’s registration statement, or shall
arise out of or be based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by FDI to the Fund and required to be stated
in such answers or necessary to make such information not misleading or (c) any other liability to
which the Fund becomes subject by reason of willful misfeasance, bad faith or gross negligence in
the performance (or failure to perform) of FDI’s duties under the Agreement. FDI’s agreement to
indemnify the Fund Indemnified Persons, as aforesaid, is expressly conditioned upon FDI being
notified of any action brought against the Fund Indemnified Persons, such notification to be given
by letter, by facsimile or by telegram addressed to FDI at its address set forth below within a
reasonable period of time after the summons or other first legal process shall have been served.
FDI shall have the right to control the defense of such action, with counsel of its own choosing,
satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission
on FDI’s part, and in any other event the Fund Indemnified Persons shall each have the right to
participate in the defense or preparation of the defense of any such action. The failure so to
notify FDI of any such action shall not relieve FDI from any liability which FDI may have to the
Fund Indemnified Persons by reason of any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of FDI’s indemnity agreement
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contained in this Section 2.16. This agreement of indemnity will inure exclusively to the
benefit of the Fund Indemnified Persons, and if the Fund Indemnified Persons are natural persons,
their respective estates, and to the benefit of any controlling persons and their successors. FDI
agrees promptly to notify the Fund of the commencement of any litigation or proceedings against FDI
or any of its officers or directors in connection with the issue and sale of Shares.
2.17. No Shares shall be offered by either FDI or the Fund under any of the provisions of this
Agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the
Fund if and so long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if
and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on
file with the SEC; provided, however, that nothing contained in this Section 2.17 shall in any way
restrict or have an application to or bearing upon a Fund’s obligation to repurchase any Shares
from any shareholder in accordance with the provisions of the Fund’s prospectus or the Trust’s
charter documents.
2.18. Notwithstanding anything in this Agreement to the contrary, except as specifically set
forth below: (A) neither party shall be liable for losses, delays, failure, errors, interruption or
loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable
control, including, without limitation, acts of God; action or inaction of civil or military
authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes;
civil commotion; interruption, loss or malfunction of utilities, transportation, computer or
communications capabilities; insurrection; or elements of nature; (B) neither party shall be liable
for any consequential, special or indirect losses or damages suffered by the other party, whether
or not the likelihood of such losses or damages was known by the party; (C) no affiliate, director,
officer, employee, manager, shareholder, partner, agent, counsel or consultant of either party
shall be liable at law or in equity for the obligations of such party under this Agreement or for
any damages suffered by the other party related to this Agreement; and (D) each party shall have a
duty to mitigate damages for which the other party may become responsible; the assets and
liabilities of each Fund are separate and distinct from the assets and liabilities of each other
Fund, and no Fund shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise; and in asserting any rights or
claims under this Agreement, FDI shall look only to the assets and property of the Fund to which
FDI’s rights or claims relate in settlement of such rights or claims.
2.19. The Fund agrees to advise FDI promptly:
(a) in the event of the issuance by the SEC of any stop order suspending the
effectiveness of the registration statement or prospectus then in effect or the initiation
of any proceeding for that purpose; and
(b) of the happening of any event which makes untrue any statement of a material fact
made in the registration statement or prospectus then in effect or which requires the making
of a change in such registration statement or prospectus in order to make the statements
therein not misleading.
2.20. The Trust agrees to comply in all material respects with all applicable provisions of
the 1940 Act, the 1933 Act, and all other federal and state laws governing the issuance and sale of
Shares or otherwise applicable to the Trust.
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3. Offering Price
Shares of any class of a Fund offered for sale by FDI shall be offered at the net asset value
per share (the “Offering Price”) plus any applicable purchase premium, as set forth in the
then-current prospectus. In addition, Shares of any class of the Fund offered for sale by FDI may
be subject to a redemption fee, as set forth in the Fund’s then-current prospectus. Purchase
premiums and redemption fees are retained by the Fund.
4. Term
This Agreement shall become effective with respect to the Fund as of the date hereof and will
continue for an initial two-year term from the date of its execution and will continue thereafter
so long as such continuance is specifically approved at least annually (i) by the Trust’s Board of
Trustees or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided
that in either event its continuance also is approved by a majority of the Board of Trustees who
are not “interested persons” of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable with respect to a
Fund, without penalty, on not less than sixty days’ notice to FDI, by the Trust’s Board of Trustees
or by vote of a majority of the outstanding voting securities of such Fund. This Agreement may be
terminated by FDI on ninety days’ written notice to the Fund. This Agreement will automatically
and immediately terminate in the event of its “assignment.” (As used in this Agreement, the terms
“majority of the outstanding voting securities,” “interested person” and “assignment” shall have
the same meanings as such terms have in the 1940 Act). FDI agrees to notify the Fund immediately
upon the event of its expulsion, suspension or censure by the NASD. This Agreement will
automatically and immediately terminate in the event of FDI’s expulsion or suspension by the NASD.
5. Confidentiality
5.1. Each party (for purposes of this Section 5, a “Receiving Party”) agrees to keep
confidential all information disclosed by the other party (for purposes of this Section 5, a
“Disclosing Party”), including, without limitation all forms and types of financial, business,
marketing, operations, technical, economic and engineering information of the Disclosing Party,
whether tangible or intangible.
5.2. Notwithstanding any provision of this Agreement to the contrary, the parties agree that
the following information shall not be deemed confidential information: (i) information that was
known to the receiving party before receipt thereof from or on behalf of the Disclosing Party; (ii)
information that is disclosed to the Receiving Party by a third person who has a right to make such
disclosure without any obligation of confidentiality to the party seeking to enforce its rights
under this Section 5; (iii) information that is or becomes generally known in the trade without
violation of this Agreement by the Receiving Party; or (iv) information that is independently
developed by the Receiving Party or its employees or affiliates without reference to the Disclosing
Party’s information.
5.3. Notwithstanding any provision of this Agreement to the contrary, FDI may: (i) provide
information to FDI’s counsel and to persons engaged by FDI or the Trust to provide services with
respect to the Trust; (ii) identify the Trust as a client of FDI for FDI’s sales and marketing
purposes; and (iii) provide information as approved by an authorized person of the Trust,
provided, that (A) such approval shall not be unreasonably withheld or delayed, and (B)
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FDI may release information without approval of the Trust if FDI is advised by outside counsel
to FDI or the Trust that failure to do so will result in liability to Trust; and provided,
further, that, in such event FDI shall endeavor promptly to advise the Trust of such
advice, to the extent practicable in advance of any actual release of information.
5.4. FDI acknowledges that certain shareholder information made available by the Trust to FDI
or otherwise maintained by FDI under this Agreement may be deemed nonpublic personal information
under the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and other applicable privacy Laws (collectively, “Privacy Laws”).
FDI agrees (i) not to disclose or use such information except as required to carry out its duties
under the Agreement or as otherwise permitted by law in the ordinary course of business; (ii) to
limit access to such information to authorized representatives of FDI and the Trust; (iii) to
establish and maintain reasonable physical, electronic and procedural safeguards to protect such
information; and (iv) to cooperate with the Trust and provide reasonable assistance in ensuring
compliance with such Privacy Laws to the extent applicable to either or both of the parties.
6. Notice
Any notice required or permitted to be given hereunder by either party to the other shall be
deemed sufficiently given if in writing and personally delivered or sent by, facsimile or
registered, certified or overnight mail, postage prepaid, addressed by the party giving such notice
to the other party at the address furnished below unless and until changed by FDI or Trust, as the
case may be. Notice shall be given to each party at the following addresses:
If to FDI:
Funds Distributor, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Senior Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Senior Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Trust:
7. Anti-Money Laundering Compliance
7.1. FDI hereby represents and warrants that it has implemented and enforces an anti-money
laundering program (“AMLP”) that complies with laws, regulations and regulatory guidance applicable
to FDI, and includes, at a minimum: (A) written policies, procedures, and controls to detect and
prevent money laundering, as appropriate to the nature of FDI’s business; (B) a designated
compliance officer with sufficient authority to oversee the AML Program; (C) an ongoing training
program for relevant FDI employees and associated persons; and (D) scheduled independent testing of
FDI’s AML Program.
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7.2. FDI agrees to furnish to the Trust the following documents: (A) copy of FDI’s AMLP as in
effect on the date hereof, and any material amendment thereto promptly after the adoption of any
such amendment; (B) a copy of any deficiency letter sent by federal examination authorities
concerning FDI’s AMLP; and (C) periodically, upon request from the Trust, a report on FDI’s AMLP
that includes a certification to the Trust concerning FDI’s implementation of, and ongoing
compliance with, its AMLP and a copy of any audit report prepared with respect to FDI’s AMLP.
7.3. FDI agrees to provide periodic reports concerning its compliance with FDI’s AMLP and/or
the Trust’s AML Program at such times as may be reasonably requested by the Trust’s Board of
Directors or AML Compliance Officer.
8. Miscellaneous
8.1. As used in this Agreement the terms “registration statement” and “prospectus” shall mean
any registration statement of the Trust and prospectus, including the statement of additional
information incorporated by reference therein, filed with the SEC and any amendments and
supplements thereto which at any time shall have been filed with said Commission.
8.2. The Fund recognizes that, except to the extent otherwise agreed to by the parties hereto,
FDI’s directors, officers and employees may from time to time serve as directors, trustees,
officers and employees of corporations and business trusts (including other investment companies),
and that FDI or FDI’s affiliates may enter into distribution or other agreements with other
corporations and trusts. FDI will be an independent contractor, and neither FDI nor any of its
officers or employees, as such, is or shall be an employee of the Fund. FDI is responsible for its
own conduct and the employment, control, and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or employees. FDI assumes full
responsibility for its agents and employees under applicable law and agrees to pay all employer
taxes thereunder. FDI will maintain at its own expense insurance against public liability in such
an amount as required by the conduct rules or other rules or requirements of the NASD or other
applicable law, rule, or regulation.
8.3. No provision of this Agreement may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against which an enforcement of the
change, waiver, discharge or termination is sought.
8.4. This Agreement and the Schedules forming a part hereof may be amended at any time by a
writing signed by each of the parties hereto. In the event that the Trustees indicate by vote that
any additional funds of the Trust are to be made parties to this Agreement, whether such funds were
in existence at the time of the effective date of this Agreement or subsequently formed, Schedule A
hereto shall be amended to reflect the addition of such new funds. In the event that any of the
Funds listed on Schedule A terminates its registration as a management investment company, or
otherwise ceases operations, Schedule A shall be amended to reflect the deletion of such Fund and
its various classes, provided, that the Trust shall remain obligated to make any payments
for obligations incurred through the date of termination respecting such Fund and its classes,
including any obligations that specifically survive the termination of this Agreement with respect
to such Fund or class.
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8.5. This Agreement is executed by the Board of Trustees of the Trust, not individually, but
in their capacity as Trustees under the Agreement and Declaration of Trust made June 24, 1985, as
amended. None of the shareholders, Trustees, officers, employees, or agents of the Trust shall be
personally bound or liable under this Agreement, nor shall resort be had to their private property
for the satisfaction of any obligation or claim hereunder but only to the property of the Trust
and, if the obligation or claim relates to the property held by the Trust for the benefit of one or
more but fewer than all Funds, then only to the property held for the benefit of the affected Fund.
8.6. This Agreement shall be governed by the internal laws of The Commonwealth of
Massachusetts without giving effect to principles of conflicts of laws.
8.7. If any provision of this Agreement shall be held or made invalid by a court decision,
statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors.
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IN WITNESS WHEREOF, the parties have executed this Agreement by a duly authorized
representative of the parties hereto.
| GMO TRUST, on behalf of each of its series listed on Schedule A |
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| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||
| Vice President | ||||
| FUNDS DISTRIBUTOR, INC. |
||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇ | |||
| ▇▇▇▇▇ ▇▇▇ | ||||
| President | ||||
-11-
| Series | Series | |||
1
|
U. S. Core Equity Fund | III, IV, V, VI, M | ||
2
|
Tobacco-Free Core Fund | III, IV | ||
3
|
U.S. Quality Equity Fund | III, IV, V, VI | ||
4
|
U.S. Value Fund | III, M | ||
5
|
U.S. Intrinsic Value Fund | III | ||
6
|
U.S. Growth Fund | III, M | ||
7
|
U.S. Small/Mid Cap Value Fund | III | ||
8
|
U.S. Small/Mid Cap Growth Fund | III | ||
9
|
Real Estate Fund | III | ||
10
|
International Intrinsic Value Fund | II, III, IV, M | ||
11
|
International Growth Equity Fund | III, IV | ||
12
|
International Core Equity Fund | III, IV, VI | ||
13
|
Global Growth Fund | III | ||
14
|
Developed World Stock Fund | III, IV | ||
15
|
Currency Hedged International Equity Fund | III | ||
16
|
Foreign Fund | II, III, IV, M | ||
17
|
Foreign Small Companies Fund | III, IV | ||
18
|
International Small Companies Fund | III | ||
19
|
Emerging Markets Fund | III, IV, V, VI | ||
20
|
Emerging Countries Fund | III, M | ||
21
|
Emerging Markets Opportunities Fund | III, VI | ||
22
|
Domestic Bond Fund | III, VI | ||
23
|
Core Plus Bond Fund | III, IV | ||
24
|
International Bond Fund | III | ||
25
|
Strategic Fixed Income Fund | III | ||
26
|
Currency Hedged International Bond Fund | III | ||
27
|
Global Bond Fund | III | ||
28
|
Emerging Country Debt Fund | III, IV | ||
29
|
Short-Duration Investment Fund | III | ||
30
|
Short-Duration Collateral Share Fund | III | ||
31
|
Inflation Indexed Plus Bond Fund | III | ||
32
|
U.S. Equity Allocation Fund | III | ||
33
|
International Equity Allocation Fund | III | ||
34
|
Intl Opportunities Equity Allocation Fund | III | ||
35
|
Global (U.S.+) Equity Allocation Fund | III | ||
36
|
World Opportunities Equity Allocation | III | ||
37
|
Global Balanced Asset Allocation Fund | III | ||
38
|
Strategic Opportunities Allocation Fund | III | ||
39
|
Benchmark-Free Allocation Fund | III | ||
40
|
Alpha Only Fund | III, IV | ||
41
|
Tax-Managed U.S. Equities Fund | III | ||
42
|
Tax-Managed International Equities Fund | III | ||
43
|
Tax-Managed Small/Mid Cap Fund | III | ||
| # of portfolios | ||||