EXHIBIT 5
GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
00 XXXXX XXXXX
XXXXXX, XX 00000
______ __, 2005
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 eight new series of shares, namely, the "GMO
U.S. Growth Fund," "GMO U.S. Core Equity Fund," "GMO U.S. Intrinsic Value Fund,"
"GMO U.S. Small/Mid Cap Growth Fund," "GMO U.S. Small/Mid Cap Value Fund," "GMO
U.S. Value Fund," "GMO International Core Equity Fund," and "GMO International
Growth Equity 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:
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Name:
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Title:
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GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By:
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Name:
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Title:
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Investors Bank & Trust Company -2- ______ __, 2005
The foregoing is hereby accepted and
agreed.
INVESTORS BANK & TRUST COMPANY
By:
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Name:
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Title:
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