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 eight additional series of shares,
namely, the "GMO International Equity Allocation Fund," the "GMO Traditional
International Equity Fund," the "GMO World Equity Allocation Fund," the "GMO
Traditional World Equity Allocation Fund," the "GMO Global Equity Allocation
Fund," the "GMO Traditional Global Equity Allocation Fund," the "GMO Global
Balanced Allocation Fund" and the "GMO Traditional Global Balanced Allocation
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.
By__________________________________
Name:
Title:
The foregoing is hereby accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By__________________________________
Name:
Title:
