Exhibit 8
__________, 1995
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. and Xxxxx Brothers Xxxxxxxx & Co.
Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has established a
series of shares, namely, the "GMO Foreign Fund" (formerly the Global Core Fund,
and referred to herein as the "New 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 each 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.
XXXXX BROTHERS XXXXXXXX & CO.
By__________________________________
Name:
Title:
