GMO TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
00 XXXXX XXXXX
XXXXXX, XX 00000
January __, 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 an additional series
of shares, namely, the "GMO Alternative Asset Opportunity 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 Funds 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 the 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
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: ____________________________________
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 January __, 2005
The foregoing is hereby
accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By: __________________________________
Name:
Title:
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