Common use of Tax and Accounting Clause in Contracts

Tax and Accounting. Coordinate the fiscal year end wash sales deferral, reversals and holding period reclass and realized swaps analysis with management, fund accounting and the independent public accountants. Frequency: Semi-annually Coordinate with IBT and BBH fund accounting to obtain reports required for the wash sales and swaps analysis. Make appropriate representations in conjunction with audit. A-Perform audit and render opinion. . Perform & review asset diversification and gross income test to establish qualification as a RIC Frequency: Quarterly Perform & review preliminary asset diversification (if equal to or less than 80% at previous quarter end), final asset diversification and qualifying income tests at each tax quarter end and as may otherwise be necessary. Follow up on issues until qualification is resolved. Continuously monitor portfolio activity in conjunction with IRS requirements. Review test results and take any necessary action. Approve tax positions taken. C/A – Provide consultation as needed in establishing positions to be taken in tax treatment of particular issues. A-Review quarter end tests on a current basis, as required. Calculate excise tax distributions Frequency: Annually Calculate required distributions to avoid imposition of excise tax. Coordinate with auditors to receive calculation of prior year over/under, PFIC adjustments and other open temporary tax differences from the previous fiscal year end. Review and approve distribution rates per share and aggregate amounts A-Provide consultation as requested. Provide certain information relating to tax adjustments. Provide dividend designations. Prepare Form 1099 Frequency: Annually Obtain yearly distribution information. Calculate Form 1099 reclasses and related disclosures including the ICI Primary and Secondary tax reporting schedules. Coordinate with transfer agent (i.e. dividends received deductions, foreign tax credits, tax exempt income, income by jurisdiction. Review and approve information provided for on Form 1099 A-Review Form 1099 reclasses and related disclosures. Function Investors Bank & Trust GMO Suggested Fund Auditor or Counsel TAX AND ACCOUNTING (cont) Prepare Financial Statement tax disclosures Frequency: Annually Obtain applicable information from Auditors in order to report proper tax disclosures in the financial statements (tax costs quarterly, all other disclosures annually) Review and approve information provided Review annual disclosures Prepare TDF 90-22 Report of Foreign Bank and financial statement accounts for all applicable GMO Trust Funds Frequency: Annually Obtain required information, file form by June 30 Review and approve filing N/A ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT made as of June 30, 2003 by and between Grantham, Mayo, Van Otterloo & Co. LLC, a Massachusetts limited liability company (“GMO”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).

Tax and Accounting. Coordinate the fiscal year end wash sales deferral, reversals and holding period reclass and realized swaps analysis with management, fund accounting and the independent public accountants. Frequency: Semi-annually Coordinate with IBT and BBH fund accounting to obtain reports required for the wash sales and swaps analysis. Make appropriate representations in conjunction with audit. A-Perform audit and render opinion. . Frequency: Semi-annually Perform & review asset diversification and gross income test to establish qualification as a RIC Frequency: Quarterly Perform & review preliminary asset diversification (if equal to or less than 80% at previous quarter end), final asset diversification and qualifying income tests at each tax quarter end and as may otherwise be necessary. Follow up on issues until qualification is resolved. Continuously monitor portfolio activity in conjunction with IRS requirements. Review test results and take any necessary action. Approve tax positions taken. C/A – — Provide consultation as needed in establishing positions to be taken in tax treatment of particular issues. A-Review quarter end tests on a current basis, as required. Frequency: Quarterly Calculate excise tax distributions Frequency: Annually Calculate required distributions to avoid imposition of excise tax. Coordinate with auditors to receive calculation of prior year over/under, PFIC adjustments and other open temporary tax differences from the previous fiscal year end. Review and approve distribution rates per share and aggregate amounts A-Provide consultation as requested. Provide certain information relating to tax adjustments. Provide dividend designations. Frequency: Annually Prepare Form 1099 Frequency: Annually Obtain yearly distribution information. Calculate Form 1099 reclasses and related disclosures including the ICI Primary and Secondary tax reporting schedules. Coordinate with transfer agent (i.e. dividends received deductions, foreign tax credits, tax exempt income, income by jurisdiction. Review and approve information provided for on Form 1099 A-Review Form 1099 reclasses and related disclosures. Frequency: Annually Suggested Fund Function Investors Bank & Trust GMO Suggested Fund Auditor or Counsel TAX AND ACCOUNTING (cont) Prepare Financial Statement tax disclosures Frequency: Annually Obtain applicable information from Auditors in order to report proper tax disclosures in the financial statements (tax costs quarterly, all other disclosures annually) Review and approve information provided Review annual disclosures Frequency: Annually Prepare TDF 90-22 Report of Foreign Bank and financial statement accounts for all applicable GMO Trust Funds Frequency: Annually Obtain required information, file form by June 30 Review and approve filing N/A Frequency: Annually [This page intentionally left blank.] ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT made as of June 30, 2003 by and between Grantham, Mayo, Van Otterloo & Co. LLC, a Massachusetts limited liability company (“GMO”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).

Tax and Accounting. Coordinate the fiscal year end wash sales deferral, reversals and holding period reclass and realized swaps analysis with management, fund accounting and the independent public accountants. Frequency: Semi-annually Coordinate with IBT and BBH fund accounting to obtain reports required for the wash sales and swaps analysis. Make appropriate representations in conjunction with audit. A-A- Perform audit and render opinion. . Frequency: Semi-Annually Perform & review asset diversification and gross income test to establish qualification as a RIC Frequency: Quarterly RIC. Perform & review preliminary asset diversification (if equal to or less than 80% at previous quarter end), final asset diversification diversification, and qualifying income tests at each tax quarter end and as may otherwise be necessary. Follow Follow-up on issues until qualification is resolved. Continuously monitor portfolio activity in conjunction with IRS requirements. Review test results and take any necessary action. Approve tax positions taken. C/A – — Provide consultation as needed in establishing positions to be taken in tax treatment of particular issues. A-Review quarter end tests on a current basis, as required. required Frequency: Quarterly Calculate excise tax distributions Frequency: Annually Calculate required distributions to avoid imposition of excise tax. Coordinate with auditors to receive calculation of prior year over/under, PFIC adjustments and other open temporary tax differences from the previous fiscal year end. Review and approve distribution rates per share and aggregate amounts amounts. A-Provide consultation as requested. Provide certain information relating to tax adjustments. Provide dividend designations. Prepare Form 1099 Frequency: Annually Prepare Form 1099. Obtain yearly distribution information. Calculate Form 1099 reclasses and related disclosures including the ICI Primary and Secondary tax reporting schedules. Coordinate with transfer agent (i.e. dividends received deductions, foreign tax credits, tax tax-exempt income, income by jurisdiction). Review and approve information provided for on Form 1099 A-1099. A- Review Form 1099 reclasses and related disclosures. Frequency: Annually Suggested Fund Function Investors Bank & Trust GMO Suggested Fund Auditor or Counsel TAX AND ACCOUNTING (cont) Prepare Financial Statement tax disclosures Frequency: Annually Obtain applicable information from Auditors in order to report proper tax disclosures in the financial statements (tax costs cost quarterly, all other disclosures annually) Review and approve information provided provided. Review annual disclosures disclosures. Frequency: Annually Prepare TDF 90-22 22.1 Report of Foreign foreign Bank and financial statement accounts for all applicable GMO Trust Funds Frequency: Annually Obtain required information, file form by June 30 30. Review and approve filing filing. N/A ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT made as of June 30, 2003 by Frequency: Annually [This page intentionally left blank.] Rider to the Administration Agreement between Investors Bank & Trust Company and between Grantham, Mayo, Van Otterloo & Co. LLCLLC Related to the February 28, a Massachusetts limited liability company (“GMO”), and INVESTORS BANK 2007 Fiscal Year-End GMO Trust Tax Preparation Investors Bank & TRUST COMPANY, a Massachusetts trust company Trust Company (“Investors Bank”)) agrees to perform the following services for Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) relating to the February 28, 2007 year-end GMO Trust preparation of the tax provisions, tax disclosures in the annual reports, and preparation of applicable tax returns in consideration for $578,000 additional fees.

Tax and Accounting. Coordinate the fiscal year end wash sales deferral, reversals and holding period reclass and realized swaps analysis with management, fund accounting and the independent public accountants. Frequency: Semi-annually Annually Coordinate with IBT and BBH fund accounting to obtain reports required for the wash sales and swaps analysis. Make appropriate representations in conjunction with audit. A-A- Perform audit and render opinion. . Perform & review asset diversification and gross income test to establish qualification as a RIC RIC. Frequency: Quarterly Perform & review preliminary asset diversification (if equal to or less than 80% at previous quarter end), final asset diversification diversification, and qualifying income tests at each tax quarter end and as may otherwise be necessary. Follow Follow-up on issues until qualification is resolved. Continuously monitor portfolio activity in conjunction with IRS requirements. Review test results and take any necessary action. Approve tax positions taken. C/A – — Provide consultation as needed in establishing positions to be taken in tax treatment of particular issues. A-Review quarter end tests on a current basis, as required. required Calculate excise tax distributions Frequency: Annually Calculate required distributions to avoid imposition of excise tax. Coordinate with auditors to receive calculation of prior year over/under, PFIC adjustments and other open temporary tax differences from the previous fiscal year end. Review and approve distribution rates per share and aggregate amounts amounts. A-Provide consultation as requested. Provide certain information relating to tax adjustments. Provide dividend designations. Prepare Form 1099 1099. Frequency: Annually Obtain yearly distribution information. Calculate Form 1099 reclasses and related disclosures including the ICI Primary and Secondary tax reporting schedules. Coordinate with transfer agent (i.e. dividends received deductions, foreign tax credits, tax tax-exempt income, income by jurisdiction). Review and approve information provided for on Form 1099 A-1099. A- Review Form 1099 reclasses and related disclosures. Function Investors Bank & Trust GMO Suggested Fund Auditor or Counsel TAX AND ACCOUNTING (cont) Prepare Financial Statement tax disclosures Frequency: Annually Obtain applicable information from Auditors in order to report proper tax disclosures in the financial statements (tax costs quarterly, all other disclosures annually) Review and approve information provided Review annual disclosures Prepare TDF 90-22 Report of Foreign Bank and financial statement accounts for all applicable GMO Trust Funds Frequency: Annually Obtain required information, file form by June 30 Review and approve filing N/A ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT made as of June 30, 2003 by and between Grantham, Mayo, Van Otterloo & Co. LLC, a Massachusetts limited liability company (“GMO”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).Counsel