EXHIBIT 2
GMO TRUST
GRANTHAM, MAYO, XXX XXXXXXXX & CO. LLC
00 XXXXX XXXXX
XXXXXX, XX 00000
[ ], 2003
Investors Bank & Trust Company
Xxxx Xxxxxxx Tower
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Amendment to the Custodian Agreement (the "Agreement"), dated August 1,
1991, by and among GMO Trust, Grantham, Mayo, Xxx Xxxxxxxx & Co. LLC
("GMO") and Investors Bank & Trust Co. ("IBT"), as amended.
Ladies and Gentlemen:
GMO Trust hereby notifies you that it has established an additional
series of shares, namely, the "GMO Global Allocation Absolute Return Fund" (the
"New Fund"). The Trust (as defined in the Agreement) desires that you serve as
custodian of the assets of the New Fund under the terms of the Agreement.
If you agree to so serve as custodian 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, GMO and you in accordance with its terms.
Sincerely,
GMO TRUST
By: ______________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Secretary
XXXXXXXX, XXXX,
XXX XXXXXXXX & CO. LLC
By: ______________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Associate General Counsel
Investors Bank & Trust Company - 2 [ ], 2003
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By: _______________________
Name:
Title:
