EXHIBIT 2
September __, 2002
Xxxxx Brothers Xxxxxxxx & Co.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Custodian Agreement dated June 29, 2001 between GMO Trust, on
behalf of certain of its series, and Xxxxx Brothers Xxxxxxxx &
Co. ("BBH") (the "Custodian Agreement"); Accounting Agency
Agreement dated June 29, 2001 between GMO Trust, on behalf of
certain of its series, and BBH (the "Accounting Agency
Agreement"); 17f-5 Delegation Schedule dated June 29, 2001
between the Trust, on behalf of certain Funds, and BBH ("17f-5
Delegation Schedule")
Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has established an
additional series of shares, namely, the "____________" (the "New Fund"). The
Trust (as defined in the Agreement) desires that you serve as (i) custodian of
the assets of the New Fund under the terms of the Custodian Agreement; (ii)
accounting agent of the New Fund under the terms of the Accounting Agency
Agreement and (iii) delegate with respect to the assets of the New Fund under
the terms of the 17f-5 Delegation Schedule.
If you agree to so serve as the custodian, accounting agent 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 and you in
accordance with its terms.
Very truly yours,
GMO TRUST
By__________________________________
Name:
Title:
The foregoing is hereby
accepted and agreed.
XXXXX BROTHERS XXXXXXXX & CO.
By__________________________________
Name:
Title:
