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                                                                    Exhibit g(5)

                   CUSTODIAN AGREEMENT

                             ______________ __, 2001

State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts  02110

Dear Sirs:

                  In accordance with Article 20 of the Custodian Agreement,
dated October 20, 2000 (the "Agreement"), as amended, between Warburg Pincus
Trust (the "Trust") and State Street Bank and Trust Company (the "Bank"), the
Trust hereby notifies the Bank of the Trust's desire to amend Exhibit Iof the
Agreement to include the Blue Chip Portfolio, the High Yield Portfolio, the
Small Company Value Portfolio and the Small Company Portfolio of the Trust,
series of shares of beneficial interest of the Trust (the "Portfolios"), and to
have the Bank render services as custodian under the terms of the Agreement with
respect to the Portfolios.

                  Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.

                                             Very truly yours,
                                             WARBURG PINCUS TRUST

                                             By:
                                                -------------------------------
                                                Name:
                                                Title:

Accepted:

STATE STREET BANK AND TRUST COMPANY


                                             By:
                                                -------------------------------
                                                Name:
                                                Title: