1
Exhibit 5
March __, 2001
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 "Company") hereby
notifies you that it has created two new series of shares, namely, the "GMO
International Growth Fund" and "GMO International Disciplined Equity Fund" (the
"New Funds"), with respect to 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 the New Funds, kindly sign
and return to the Company 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.
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:
