EXHIBIT 3
GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
00 XXXXX XXXXX
XXXXXX, XX 00000
_________ , 2004
Investors Bank & Trust Company
Financial Products Services
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, Van Otterloo & 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 World Opportunity Overlay 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
GRANTHAM, MAYO,
VAN OTTERLOO & CO. LLC
By: ________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Associate General Counsel
Investors Bank & Trust Company - 2 _________ , 2004
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By: _______________________
Name:
Title:
