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Exhibit 8.2
_____________ ___, 1998
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. (the "Agreement")
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Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has created a new
series of the Trust, namely, the "GMO Tax-Managed International Fund" (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 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
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Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By
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Name:
Title:
The foregoing is hereby accepted and agreed.
XXXXX BROTHERS XXXXXXXX & CO.
By
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Name:
Title:
