EXHIBIT 8
______________, 1996
Investors Bank & Trust Company
Financial Product Services
Xxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Re: Custodian Agreement dated August 1, 1991 by and among GMO
Trust, Grantham, Mayo, Van Otterloo & Co. and Investors Bank
& Trust Company
Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has established
eight additional series of shares, namely, the "GMO International Equity
Allocation Fund," the "GMO Traditional International Equity Fund," the "GMO
World Equity Allocation Fund," the "GMO Traditional World Equity Allocation
Fund," the "GMO Global Equity Allocation Fund," the "GMO Traditional Global
Equity Allocation Fund," the "GMO Global Balanced Allocation Fund" and the "GMO
Traditional Global Balanced Allocation Fund" (the "New Funds"). The Trust and
the Manager (as defined in the Agreement) desire that you serve as custodian of
the assets of the New Funds under the terms of the Agreement.
If you agree to so serve as custodian for the New Funds, kindly sign
and return to the Trust the enclosed counterpart hereof, whereupon the each 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.
By__________________________________
Name:
Title:
The foregoing is hereby accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By__________________________________
Name:
Title:
