EXHIBIT 3
May 17, 2006
Investors Bank & Trust Company
Financial Products Services
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment to the Custodian Agreement (the "Agreement"), dated as of August
1, 1991, by and among GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC
("GMO") and Investors Bank & Trust Co. ("IBT"), as amended (the "Custodian
Agreement") and the Amended and Restated Delegation Agreement, dated as of
June 29, 2001, by and between IBT and GMO Trust, on behalf of certain of
its series of the Trust, as amended (the "Delegation Agreement")
Ladies and Gentlemen:
GMO Trust hereby notifies you that it has established two additional
series of shares, namely, GMO Strategic Fixed Income Fund and GMO International
Opportunities Equity Allocation Fund (each a "New Fund" and, collectively, the
"New Funds"). 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
each New Fund under the terms of the Custodian Agreement and (ii) delegate with
respect to the assets of each New Fund under the terms of the Delegation
Agreement.
If you agree to so serve as custodian and delegate for each of 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 Agreement. This letter agreement shall
constitute an amendment to 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: ________________________
Name:
Title:
Investors Bank & Trust Company -2- May 17, 2006
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By: ________________________
Name:
Title:
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By: _______________________
Name:
Title:
