EXHIBIT 5
November __, 2002
Investors Bank & Trust Company
Financial Product Services
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Custodian Agreement dated August 1, 1991 by and among GMO
Trust, Grantham, Mayo, Van Otterloo & Co. and Investors Bank &
Trust Company ("IBT") (the "Custodian Agreement"); Amended and
Restated Delegation Agreement, dated as of June 29, 2001 by
and between IBT and GMO Trust, and on behalf of certain of its
series of the Trust (the "Delegation Agreement")
Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has established an
additional series of shares, namely, the "GMO Short-Duration Collateral Fund"
(the "New Fund"). The Trust (as defined in each of the Custodian Agreement and
the Delegation Agreement) 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
Agreement.
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 Agreements. This letter
agreement shall constitute an amendment to each of the Agreements and, as such,
a binding agreement among the Trust, Grantham, Mayo, Van Otterloo & Co. LLC (in
the case of the Custodian Agreement only) 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__________________________________
EXHIBIT 5
Name:
Title:
