EX-99.3 4 b51829gfexv99w3.txt CUSTODIAN AGREEMENT Exhibit 3 GMO TRUST GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC 40 ROWES WHARF BOSTON, MA 02110 _________ , 2004 Investors Bank & Trust Company Financial Products Services 200 Clarendon Street Boston, MA 02116 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 Growth Fund II" (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: Elaine M. Hartnett Title: Vice President and Secretary GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC By: ________________________________ Name: Elaine M. Hartnett Title: Associate General Counsel Investors Bank & Trust Company - 2 _________ , 2004 The foregoing is hereby accepted and agreed. INVESTORS BANK & TRUST COMPANY By: _______________________________ Name: Title: