EX-99.6 8 b42953gmex99-6.txt FORM OF SERVICES AGREEMENT EXHIBIT 6 SERVICES AGREEMENT This Agreement is made as of the day of March, 2002 between: (1) the Fidelity Brokerage Services LLC ("FBS") and National Financial Services LLC ("NFS") (together "Fidelity"), and (2) the undersigned ("Fund/Agent"). RECITALS A. Fund/Agent is either (i) an open-end investment company with one or more series or classes of shares (each such series or class of shares a "Fund"), (ii) an investment adviser to or administrator for the Funds, (iii) the principal underwriter or distributor for the Funds, or (iv) the transfer agent for the Funds. B. Fund/Agent wishes to have Fidelity provide to Fund/Agent or on its behalf certain administrative services with respect to beneficial owners of shares ("Shareholder(s)") of such Funds which Fidelity makes available to Shareholders through securities brokerage accounts carried by NFS on behalf of FBS or Correspondents of NFS ("Correspondents"). C. Fidelity agrees to provide such services on the terms and conditions set forth herein. AGREEMENT THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows: I. SHAREHOLDER SERVICES A. Shareholder Account Set-Up and Maintenance - Fidelity shall maintain and provide to FBS and Correspondents adequate facilities and procedures to: (1) establish and maintain Fund investments on behalf of Shareholders within a consolidated brokerage account(s) on the Fidelity transaction processing and recordkeeping system, and (2) access Shareholders' current Fund information including, but not limited to, share balances, dividend information and transaction history. B. Shareholder Assistance - Fidelity shall make available to FBS and Correspondents any information maintained by Fidelity as may be necessary for Correspondents to support and resolve Shareholder servicing inquiries. Fidelity personnel will assist FBS in the investigation of Shareholder inquiries when necessary. FBS will support Shareholder service inquiries from Shareholders who maintain brokerage accounts with FBS. C. Transaction Processing and Settlement - The Fidelity transaction processing system shall enable Shareholders to purchase, redeem and exchange shares of Funds available through Fidelity. NFS shall facilitate settlement with each Fund of Shareholder transactions in such Fund insofar as such transactions are transmitted to NFS by FBS or Correspondents on behalf of Shareholders. Fund/Agent agrees that it shall either: (1) make arrangements for all transactions processed pursuant to this Agreement to be processed through the National Securities Clearing Corporation Fund/SERV 1 system, or (2) obtain proper authority for NFS to transmit to the Fund or its Agent daily manual trades until 5:00 p.m. Eastern Time, or such other times as set forth on Exhibit B, which trades shall remain eligible for that day's public offering price provided Fidelity received the order by the close of trading that day. D. Shareholder Account Statement Preparation and Distribution - With respect to each Shareholder holding Fund investments through Fidelity, Fidelity shall deliver or cause to be delivered to such Shareholder monthly statements when there has been activity in such Shareholder's brokerage account during such month, or quarterly statements during periods when there has been no monthly account activity. Statements will include transaction detail for the statement period for each Fund in which shares were purchased, redeemed or exchanged, and a summary of the number of Fund shares owned and share value thereof as of the statement date to the extent such value is provided by the Fund. E. Confirmation Preparation and Distribution - Fidelity shall generate a written confirmation for each purchase, redemption and exchange transaction affecting each Shareholder's Fund investments held through Fidelity to the extent such confirmation is required, and such confirmation shall be distributed to Shareholders through or on behalf of FBS or Correspondents. F. Payment of Fund Distributions - NFS shall distribute to Shareholders all dividend, capital gain or other payments authorized by the Fund and distributed to and received by NFS, and such distributions shall be credited to Shareholders in accordance with the instructions provided by each Shareholder, including but not limited to dividend reinvestment into the Fund, or cash payments of distributions. G. Prospectus Fulfillment - Subsequent to any Shareholder's acquisition of shares of a Fund by purchase or exchange, Fidelity shall provide to such Shareholder a confirming prospectus for such Fund to the extent such prospectus is required with respect to such acquisition and is provided by the Fund to Fidelity or its designee. Fund/Agent acknowledges and agrees that Fidelity is not responsible for (i) the compliance of any prospectus or supplement thereto, annual report, proxy statement or item of advertising or marketing material of or relating to any Fund, with any applicable laws, rules or regulations, (ii) the registration or qualification of any shares of any Fund under any federal or applicable state laws or (iii) the compliance by any Fund or Fund/Agent or any "affiliated person" (as that term is defined in the rules under the Investment Company Act of 1940, as amended), with any applicable federal or state law, rule, or regulation or the rules and regulations of any self-regulatory organization with jurisdiction over such Fund, Fund/Agent or affiliated person. H. Account Level Tax Reporting - NFS shall provide to Shareholders through FBS or Correspondents such reports and information as may be required by the then-prevailing laws and regulations under the Internal Revenue Code for non-retirement accounts and qualified and non-qualified retirement plan accounts. II. REPRESENTATIONS AND WARRANTIES A. Fund/Agent represents and warrants that: (1) it has the requisite authority to enter into this agreement on its own behalf and on behalf of the Fund(s), and (2) that the payment to NFS of any fees pursuant hereto: (a) has been duly authorized by the Fund(s), the Board of Trustees of the Fund(s), or any other persons to the extent such authorization is required to properly make such payment; 2 (b) is properly disclosed in the relevant Fund prospectus to the extent such disclosure may be required, and (c) is in conformity with all federal, state and industry laws or regulations to which the Fund or its agents are subject. B. FBS and NFS each represent and warrant that: (1)it is a corporation duly organized under the laws of the Commonwealth of Massachusetts and is duly registered and/or qualified as a broker/dealer with the SEC, NASD and in every state or territory of the United States of America (including the District of Columbia) where such registration or qualification is required and has the requisite authority to enter into this Agreement and to carry out the services contemplated herein; (2)the execution and delivery of this Agreement and the performance of the services contemplated herein have been duly authorized by all necessary corporate action in its part, and this Agreement constitutes the valid and binding obligations of FBS and NFS; and (3)it is in material conformity with all federal, state and industry laws or regulations to which it is subject. C. Each party hereto represents and warrants that it shall provide to the others such information or documentation necessary for such party to fulfill its obligations hereunder, such other information or documentation as any party may reasonably request, and that it shall comply with such operating policies and procedures as the parties may adopt from time to time. III. FEES A. CUSIP Fee Fund/Agent shall pay to NFS a fee ("CUSIP Fee") to add any Fund to Fidelity's computer system in order to make such Fund available to Fidelity's customers. The amount of the CUSIP Fee is set forth on Exhibit A, and shall be due and payable to NFS upon the earlier of the addition of the Fund to Exhibit B, or the availability of such Fund to Fidelity's customers. B. Asset Based Fee For the services provided by Fidelity hereunder, Fund/Agent shall pay to NFS a fee with respect to each Fund, which fee shall be based upon a percentage per annum of the average daily value of the aggregate number of shares of the Fund held by NFS for the accounts of customers of FBS and Correspondents. Such fee shall be calculated and paid in accordance with Exhibit A hereto. C. Maintenance Fee Fund/Agent shall pay to NFS an annual maintenance fee ("Maintenance Fee") with respect to certain Funds as set forth on Exhibit A. In the event the parties agree to material changes to the scope of services provided hereunder, the parties agree to negotiate in good faith as to the appropriate amendment to the fees due NFS. IV. INDEMNIFICATION Fund/Agent shall indemnify and hold harmless Fidelity and each officer, employee and agent of Fidelity from and against any and all claims, demands, actions, losses, damages, liabilities, or costs, charges, 3 counsel fees, and expenses of any nature ("Losses") arising out of (i) any inaccuracy or omission in any prospectus or supplement thereto, registration statement, annual report or proxy statement, of any Fund or Fund/Agent or any advertising or promotional material generated by any Fund or Fund/Agent, (ii) any breach by Fund/Agent of any representation, warranty, covenant, or agreement contained in this Agreement and (iii ) any action taken or omitted to be taken by Fidelity pursuant to this Agreement, except to the extent such Losses result from Fidelity's breach of this Agreement, willful misconduct, or gross negligence. Fidelity shall indemnify and hold harmless Fund/Agent and each director, officer, employee and agent of Fund/Agent from and against any and all claims, demands, actions, losses, damages, liabilities, or costs, charges, counsel fees, and expenses of any nature ("Losses") arising out of (i) Fidelity's dissemination of information regarding Fund/Agent or any Fund that contains any inaccuracy or omission unless such information was provided or approved by Fund/Agent or any Fund, (ii) any breach by Fidelity of any representation, warranty, covenant, or agreement contained in this Agreement and (iii) any Losses resulting from Fidelity's willful misconduct or negligence. V. CONFIDENTIALITY Each party acknowledges and understands that any and all technical, trade secret, or business information, including, without limitation, financial information, business or marketing strategies or plans, product development or customer information, which is disclosed to the other or is otherwise obtained by the other, its affiliates, agent or representatives during the term of this Agreement (the "Proprietary Information") is confidential and proprietary, constitutes trade secrets of the owner, and is of great value and importance to the success of the owner's business. Each party agrees to use its best efforts (the same being not less than that employed to protect his own proprietary information) to safeguard the Proprietary Information and to prevent the unauthorized, negligent or inadvertent use or disclosure thereof. Neither party shall, without the prior written approval of any officer of the other, directly or indirectly, disclose the Proprietary Information to any person or business entity except for a limited number of employees, attorneys, accountants and other advisors of the other on a need-to-know basis or as may be required by law or regulation. Each party shall promptly notify the other in writing of any unauthorized, negligent or inadvertent use or disclosure of Proprietary Information. Each party shall be liable under this Agreement to the other for any use or disclosure in violation of this Agreement by its employees, attorneys, accountants, or other advisors or agents. This Section V shall continue in full force and effect notwithstanding the termination of this Agreement. VI. DURATION AND TERMINATION OF AGREEMENT With respect to any Fund, this Agreement shall become effective upon the date such Fund is identified on Exhibit B, and this Agreement is approved by the Fund or its Board of Trustees if such approval is required, and shall continue in force for one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Fund or its Board of Trustees. This Agreement is terminable as to any Fund by any party upon 90 days written notice thereof to the other parties or upon default hereof provided that such default shall not terminate this Agreement to the extent the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of termination as to any Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in FBS or Correspondents customer accounts after the date of such termination. However, notwithstanding any such termination, Fund/Agent will remain obligated to pay NFS the fee as to each share of such Fund that was considered in the calculation of the fee as of the date of such termination, for so long as such share is held in the FBS or Correspondents account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to 4 perform its obligations with respect to shares for which a fee continues to be due subsequent to such termination. VII. MISCELLANEOUS A. Custody - Fund/Agent acknowledges that Fund shares maintained by the Fund for Shareholders hereunder are held in custody for the exclusive benefit of customers of NFS and shall be held free of any right, charge, security interest, lien or claim against NFS in favor of the Fund or its agents acting on behalf of the Fund. B. Transaction Charges - During the term of this Agreement, FBS shall not assess against or collect from its brokerage customers any transaction fee upon the purchase or redemption of any Fund's shares that are considered in calculating the fee due pursuant to Section III hereof. The parties acknowledge and agree that FBS reserves the right to collect such transaction fees from certain customers (including "Short-Term Traders," as FBS may define that term) for certain special trading services and from other customers upon such other customers' redemption of certain shares. C. Use of Fidelity Investments Name - Fund/Agent will not, nor will Fund/Agent cause or permit any Fund to, describe or refer to the name "Fidelity Investments" or any derivation thereof, or to FMR Corp. or any affiliate thereof, or to the services or relationship contemplated by this Agreement in any advertisement or promotional materials or activities without the prior written consent of an authorized officer of Fidelity. D. Nonexclusivity - Fund/Agent acknowledges that Fidelity may perform services similar to those to be provided under this Agreement to other investment companies, investment company sponsors, or service providers to investment companies. E. Force Majeure - Neither Fidelity nor its affiliates shall be liable to Fund/Agent or any Fund for any damage, claim or other loss whatsoever caused by circumstances or events beyond its reasonable control. F. Notices - All notices and communications required or permitted by this Agreement shall be in writing and delivered personally or sent by first class mail unless otherwise agreed. All such notices and other communications shall be made: if to Fidelity, to: Fidelity Investments 82 Devonshire Street, L4D Boston, MA 02109 Attn: James Rice if to Fund/Agent, to: GMO Trust c/o Grantham, Mayo, Van Otterloo & Co. LLC 40 Rowes Wharf Boston, MA 02050 Attn: Stephanie Krupysheva 5 G. This Agreement and any Exhibits hereto may be amended only upon the written agreement of the parties. H. This Agreement shall inure to the parties' successors (whether by merger, consolidation or otherwise) and may not be transferred or assigned by either Fund/Agent or Fidelity, provided however, that either party may assign the Agreement to an affiliate without the consent of the other party. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
GMO TRUST*, ON BEHALF OF EACH FUND LISTED ON FIDELITY BROKERAGE SERVICES LLC EXHIBIT B, SEVERALLY AND NOT JOINTLY By: By: -------------------------------------------- ---------------------------------------- Name: Name: ------------------------------------------ -------------------------------------- Title: Title: ----------------------------------------- ------------------------------------- Date: Date: ------------------------------------------ -------------------------------------- NATIONAL FINANCIAL SERVICES LLC By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- Date: --------------------------------------
* 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. 6 EXHIBIT A FEE SCHEDULE 1. Fund Addition Fee: $4,000 per fund 2. Asset Based Fee (a). For the services provided by Fidelity hereunder, Fund/Agent shall pay to NFS a fee with respect to each Fund, calculated daily and paid monthly in arrears, equal to 0.35 percent per annum of the daily market value of the total number of shares of such Fund held in accounts at NFS (determined by multiplying the number of such shares times the publicly-reported net asset value of each share), excluding the value of (i) shares held in a brokerage account prior to the effective date of the Agreement as to the Fund issuing such shares ("Pre-Participating Assets"), and (ii) shares first placed or purchased in a brokerage account after the termination of the Agreement as to the Fund/Agent issuing such shares. The total number of shares of all Funds with respect to which a fee will be due to Fidelity hereunder shall be referred to in this Exhibit A as "Participating Assets". (b). Subsequent to each month-end, NFS shall send to Fund/Agent a statement of the market value of shares of the Fund for which the fee is calculated for the preceding month, together with a statement of the amount of such fee. In the calculation of such fee, NFS' records shall govern unless Fund/Agent can demonstrate that the number of shares or Fund price(s) used in such calculation is inaccurate. (c). Fund/Agent shall pay to NFS such fee within 30 days after Fund/Agent's receipt of such statement. Such payment shall be by wire transfer or other form acceptable to NFS and shall be separate from payments related to redemption proceeds and distributions. 3. Maintenance Fees: (a) For each Fund which participates in the NSCC Fund/SERV networking level 3 system Fund/Agent shall pay to NFS an annual fee of $6.00 for each separate Fund position held in any Fidelity customer account which fee shall be payable quarterly in arrears at a rate of $1.50 per Fund position. or (b) Each Fund which does not participate in the NSCC Fund/SERV networking level 3 system will be subject to a per Fund annual fee based on December brokerage month-end assets in accordance with the following schedule: Fund Assets Annual Fee less than $2.5 million $4,500.00 $2.5 million - $5.0 million $3,000.00 greater than $5.0 million -0- 7 EXHIBIT A (CONTINUED) The annual Maintenance Fee for a Fund not participating in the NSCC Fund/SERV networking level 3 shall be waived if such Fund has been included on Exhibit B and subject to the terms of this Agreement for less than 12 months prior to the fee calculation date. NFS will not charge Fund/Agent an annual Maintenance Fee for any Fund not participating in the NSCC Fund/SERV networking level 3 if the average assets per Fund exceeds $5 million (as measured by dividing the total market value of all Fund shares subject to this Agreement as of December month-end by the total number of Funds subject to this Agreement). Upon written notice to Fund/Agent, Fidelity may change, amend or waive any fee or the method of payment thereof under this Agreement. Fidelity may issue to Fund/Agent a new or replacement Agreement or Exhibit A. Such change, amendment or waiver shall be effective on the date stated in such notice. The acceptance by Fund/Agent of any order after the date stated in such notice shall represent Fund/Agent's agreement to pay such fees to Fidelity. 8 EXHIBIT B FUNDS PARTICIPATING IN SERVICES AGREEMENT
FUND NAME CUSIP TRADING SYMBOL --------- ----- -------------- 1. GMO U.S. Core Fund - Class M 362008559 ----------------------------------------- ------------------ ----------------- 2. ----------------------------------------- ------------------ ----------------- 3. ----------------------------------------- ------------------ ----------------- 4. ----------------------------------------- ------------------ ----------------- 5. ----------------------------------------- ------------------ ----------------- 6. ----------------------------------------- ------------------ ----------------- 7. ----------------------------------------- ------------------ ----------------- 8. ----------------------------------------- ------------------ ----------------- 9. ----------------------------------------- ------------------ ----------------- 10. ----------------------------------------- ------------------ ----------------- 11. ----------------------------------------- ------------------ ----------------- 12. ----------------------------------------- ------------------ ----------------- 13. ----------------------------------------- ------------------ ----------------- 14. ----------------------------------------- ------------------ ----------------- 15. ----------------------------------------- ------------------ ----------------- 16. ----------------------------------------- ------------------ ----------------- 17. ----------------------------------------- ------------------ ----------------- 18. ----------------------------------------- ------------------ ----------------- 19. ----------------------------------------- ------------------ ----------------- 20. ----------------------------------------- ------------------ -----------------
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