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                                                                       Exhibit 5



                                                 March __, 2001

Investors Bank & Trust Company
Financial Product Services
200 Clarendon Street
Boston, MA  02116

     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: