EXHIBIT 7
GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
00 XXXXX XXXXX
XXXXXX, XX 00000
June , 2005
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Xxxxx Brothers Xxxxxxxx & Co.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment to the Custodian Agreement (the "Agreement"), dated as of June
29, 2001, between GMO Trust (the "Trust"), on behalf of certain of its
series, and Xxxxx Brothers Xxxxxxxx & Co. ("BBH") (the "Custodian
Agreement"), and the 17f-5 Delegation Schedule dated June 29, 2001 between
the Trust, on behalf of certain of its series, and BBH (the "Delegation
Schedule").
Ladies and Gentlemen:
GMO Trust hereby notifies you that it has established one additional
series of shares, namely, the "GMO Developed World Stock Fund" (the "New Fund").
The Trust (as defined in each of the Custodian Agreement and the Delegation
Schedule) desires that you serve as (i) custodian of the assets of the New Fund
under the terms of the Custodian Agreement and (ii) delegate with respect to the
assets of the New Fund under the terms of the Delegation Schedule.
If you agree to so serve as the custodian and delegate 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 each of the Custodian
Agreement and Delegation Schedule. This letter agreement shall constitute an
amendment to each of the Custodian Agreement and the Delegation Agreement and,
as such, a binding agreement among the Trust, GMO (only in the case of the
Custodian Agreement) and you in accordance with its terms.
Sincerely,
GMO TRUST
By:
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Name:
Title:
Xxxxx Brothers Xxxxxxxx & Co. -2- June ,2005
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GRANTHAN, MAYO, VAN OTTERLOO & CO. LLC
By:
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Name:
Title:
By:
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Name:
Title:
The foregoing is hereby
accepted and agreed.
XXXXX BROTHERS XXXXXXXX & CO.
By:
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Name:
