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
two additional series of shares, namely, the "GMO Small Cap Growth Fund"
(formerly the GMO Conservative Equity Fund) and the "GMO Inflation Indexed Bond
Fund" (formerly the GMO Core Emerging Country Debt Fund) (collectively, 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 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:
