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EXHIBIT 8
July ___, 1998
Investors Bank & Trust Company
Financial Product Services
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Custodian Agreement dated August 1, 1991 by and among
GMO Trust, Grantham, Mayo, Van Otterloo & Co. LLC
and Investors Bank & Trust Company
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Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has established an
additional series of shares, namely, the "GMO Emerging Country Debt Share 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__________________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
By__________________________________
Name:
Title:
The foregoing is hereby accepted and agreed:
INVESTORS BANK & TRUST COMPANY
By__________________________________
Name:
Title:
