EXHIBIT 4
GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
____ __, 2005
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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 of the Trust, and ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & 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 of the Trust,
and BBH (the "Delegation Schedule").
Ladies and Gentlemen:
GMO Trust hereby notifies you that it has established two additional series
of shares, namely, GMO International Core Equity Fund and GMO International
Growth Equity Fund (the "New Funds"). 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 Funds under the terms of the Custodian
Agreement and (ii) delegate with respect to the assets of the New Funds under
the terms of the Delegation Schedule.
If you agree to so serve as the custodian and delegate for the New Funds,
kindly sign and return to the Trust the enclosed counterpart hereof, whereupon
each of the New Funds 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:
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Title:
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▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & CO. -2- ____ __, 2005
GRANTHAN, MAYO, VAN OTTERLOO & CO. LLC
By:
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Name:
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Title:
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The foregoing is hereby accepted and
agreed.
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.
By:
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Name:
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