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Exhibit 4
March __, 2001
Xxxxx Brothers Xxxxxxxx & Co.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Custodian Agreement dated September 1, 1991 by and
among GMO Trust, Grantham, Mayo, Van Otterloo &
Co. and Xxxxx Brothers Xxxxxxxx & Co.
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Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has established two
additional series of shares, namely, the "GMO International Growth Fund" and the
"GMO International Disciplined Equity Fund" (the "New Funds"). The Trust and the
Manager (as defined in the Agreement) desire that you serve as custodian of the
assets of each of the New Funds under the terms of the Agreement.
If you agree to so serve as custodian for the New Funds, kindly sign and
return to the Trust the enclosed counterpart hereof, whereupon each 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.
Very truly yours,
GMO TRUST
By__________________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By__________________________________
Name:
Title:
The foregoing is hereby
accepted and agreed.
XXXXX BROTHERS XXXXXXXX & CO.
By___________________________
Name:
Title:
