Exhibit 9.1
_________________, 1996
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 an two additional series of
shares, namely, the "GMO Small Cap Growth Fund" (formerly the GMO Conservative
Equity Fund) and the "GMO Inflation Indexed Bond Fund" (formerly the GMO Core
Emerging Country Debt Fund) (collectively, the "New Funds"), with respect to
each of 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 each of the New Funds,
kindly sign and return to the Company the enclosed counterpart hereof, whereupon
each 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:
