EXHIBIT 5
March 1, 2006
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 one new series of shares, namely, GMO
Short-Duration Collateral Share Fund (the "New Fund"), 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 Fund, kindly sign
and return to the Trust 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.
Sincerely,
GMO TRUST
By: ________________________
Name:
Title:
Investors Bank & Trust Company - 2 - March 1, 2006
GRANTHAM, MAYO,
VAN OTTERLOO & CO. LLC
By: ________________________
Name:
Title:
By: ________________________
Name:
Title:
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By: _______________________
Name:
Title:
