Exhibit 9.1
__________, 1995
Investors Bank & Trust Company
Financial Product Services
Xxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Re: Transfer Agency and Service Agreement dated August 1, 1991 by and among
GMO Trust, Grantham, Mayo, Van Otterloo & Co. and Investors Bank &
Trust Co. (the "Agreement")
Ladies and Gentlemen:
Pursuant to Article 17 of the Agreement, GMO Trust (the "Company")
hereby notifies you that it has established a series of shares, namely, the "GMO
Foreign Fund," (formerly the GMO Global Core Fund, and referred to herein as the
"New Fund") with respect to which the Company and the manager (as defined in the
Agreement) desire that you serve as transfer agent under the terms of the
Agreement.
If you agree to so serve as transfer agent for the New Fund, kindly
sign and return to the Company the enclosed counterpart hereof, whereupon the
New Fund shall be deemed a "Fund" under the Agreement. This letter agreement
shall constitute an amendment to the Agreement and, as such, a binding agreement
among the Trust, the Manager and you in accordance with its terms.
Very truly yours,
GMO TRUST
By________________________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO.
By________________________________________
Name:
Title:
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By__________________________________
Name:
Title:
