EXHIBIT 3
GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
00 XXXXX XXXXX
XXXXXX, XX 00000
June 25, 2004
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 "GMO Global Growth Fund" (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:
