EXHIBIT 3
GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
00 XXXXX XXXXX
XXXXXX, XX 00000
__, 2005
Investors Bank & Trust Company
Financial Product Services
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Amendment to the Custodian Agreement, dated August 1, 1991, by and among
GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC (formerly, Grantham,
Mayo, Van Otterloo & Co.) ("GMO") and Investors Bank & Trust Company
("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, and 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, the "GMO Strategic Balanced Allocation Fund" and the "GMO
World Opportunities Equity Allocation Fund" (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 the New Funds under the terms
of the Custodian Agreement and (ii) delegate with respect to the assets of the
New Funds under the terms of the Delegation Agreement.
If you agree to so serve as the custodian and delegate for 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 the Delegation Agreement. This letter agreement shall constitute
an amendment to each of 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:
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Secretary
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By:
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Name: Xxxxxx X. Xxxxxxxx
Title: Associate General Counsel
Investors Bank & Trust Company __, 2005
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By:
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Name:
Title:
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