EX-99.1 2 b50404gmexv99w1.txt FORM OF LETTER AGREEMENT EXHIBIT 1 GMO TRUST GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC 40 ROWES WHARF BOSTON, MA 02110 __________, 2004 Investors Bank & Trust Company John Hancock Tower 200 Clarendon Street Boston, MA 02116 Re: Amendment to the Transfer Agency and Service Agreement (the "Agreement"), dated August 1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC and Investors Bank & Trust Co., as amended. Ladies and Gentlemen: Pursuant to Article 17 of the Agreement, GMO Trust (the "Trust") hereby notifies you that it has created one new series of shares, namely, the "GMO Real Asset 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. Sincerely, GMO TRUST By: ________________________ Name: Elaine M. Hartnett Title: Vice President and Secretary GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC By: ________________________ Name: Elaine M. Hartnett Title: Associate General Counsel -2- Investors Bank & Trust Company __________, 2004 The foregoing is hereby accepted and agreed. INVESTORS BANK & TRUST COMPANY By: _______________________ Name: Title: