Exhibit 99.(d)(3)

 

GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC

 

Notification of Undertaking to
Reimburse Selected Fund Expenses and Waive Selected Fees

 

NOTIFICATION made as of August 20, 2025 by GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a Massachusetts limited liability company (the “Advisor”), to THE 2023 ETF SERIES TRUST II, a Delaware statutory trust (the “Trust”), on behalf of its series, GMO Dynamic Allocation ETF (the “Fund”).

 

WHEREAS, the Advisor wishes to simplify and limit the expense arrangement with respect to the Fund;

 

NOW, THEREFORE, the Advisor hereby notifies the Trust as set forth below. During the period covered by this Notification, the arrangement set forth below may only be modified by the mutual consent of the Advisor and the Trust (such consent in the case of the Trust to require a majority vote of the “non-interested” trustees of the Trust (as defined under the Investment Company Act of 1940, as amended)):

 

Operating Expense Reimbursement

 

Provided that the fee rate set forth in the Investment Advisory Contract between the Fund and the Advisor remains unchanged, the Advisor shall waive or reduce its management fee, through November 2, 2026 (and any subsequent periods as may be designated by the Advisor by notice to the Trust), to the extent necessary to offset the management fees borne by the Fund indirectly as a result of its investments in underlying funds.

 

[Signatures appear on the following page]

 

 

 

 

IN WITNESS WHEREOF, the Advisor has executed this Notification on the day and year first above written.

 

  GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
     
  By: /s/ Douglas Y. Charton
  Name: Douglas Y Charton
  Title: Counsel

 

This instrument is executed on behalf of Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) by a duly authorized officer or other agent solely in his or her capacity as an authorized signatory, pursuant to delegated authority from GMO, and not individually.  The obligations of or arising out of this instrument are not binding upon any officer or other agent, partner, member or director of GMO individually, but are binding only upon GMO and its assets.  A Certificate of Organization of GMO is on file with the Secretary of The Commonwealth of Massachusetts.