EXHIBIT 6
November __, 2002
Investors Bank & Trust Company
Financial Product Services
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Transfer Agency and Service Agreement dated August 1,
1991 by and among GMO Trust, Grantham, Mayo,
Van Otterloo & Co. LLC and Investors Bank & Trust Co. (the
"Agreement")
Ladies and Gentlemen:
Pursuant to Article 17 of the Agreement, GMO Trust (the "Trust") hereby
notifies you that it has created a new series of shares, namely, the "GMO
Short-Duration Collateral 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.
Very truly yours,
GMO TRUST
By __________________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By __________________________________
Name:
Title:
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By __________________________________
Name:
Title:
