EXHIBIT 3
May 31, 2006
Investors Bank & Trust Company
Financial Products Services
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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 one additional series
of shares, namely, GMO Inflation Indexed Plus Bond Fund (the "New Fund"). 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 Fund
under the terms of the Custodian Agreement and (ii) delegate with respect to the
assets of the New Fund under the terms of the Delegation Agreement.
If you agree to so serve as custodian 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 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:
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Name:
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Title:
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GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By:
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Name:
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Title:
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Investors Bank & Trust Company May 31, 2006
The foregoing is hereby accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By:
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Name:
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Title:
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