Exhibit 8
________________, 1997
Xxxxx Brothers Xxxxxxxx & Co.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Custodian Agreement dated September 1, 1991 by and among GMO Trust,
Grantham, Mayo, Van Otterloo & Co. LLC and Xxxxx Brothers Xxxxxxxx
& Co.
Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has established an
additional series of shares, namely, the "GMO Emerging Markets L Fund." The
Trust and the Manager (as defined in the Agreement) desire 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, the Manager and you in accordance with its terms.
Very truly yours,
GMO TRUST
By__________________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By__________________________________
Name:
Title:
The foregoing is hereby accepted and agreed.
XXXXX BROTHERS XXXXXXXX & CO.
By__________________________________
Name:
Title:
