EXHIBIT 2
GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
00 XXXXX XXXXX
XXXXXX, XX 00000
[__________], 2004
Investors Bank & Trust Company
Xxxx Xxxxxxx Tower
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Amendment to the Transfer Agency and Service Agreement (the "Agreement"),
dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo
& Co. LLC and Investors Bank & Trust Co., as amended.
Ladies and Gentlemen:
Pursuant to Article 17 of the Agreement, GMO Trust (the "Trust") hereby
notifies you that it has created two new series of shares, namely, the "GMO
Global Equity Asset Allocation Fund" and the "GMO U.S. Sector Asset Allocation
Fund" (the "New Funds"), with respect to which the Trust 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 Funds, kindly
sign and return to the Trust the enclosed counterpart hereof, whereupon each of
the New Funds 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.
Sincerely,
GMO TRUST
By: ________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Secretary
GRANTHAM, MAYO,
VAN OTTERLOO & CO. LLC
By: ________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Associate General Counsel
Investors Bank & Trust Company - 2 [_________], 2004
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By: _______________________
Name:
Title:
