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EXHIBIT 8(b)
May ___, 1999
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. 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 Intrinsic Value Fund" and the "GMO
Tax-Managed U.S. Small Cap Fund" (the "New Funds"). The Trust and the Manager
(as defined in the Agreement) desire that you serve as custodian of the assets
of each 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. LLC
By__________________________________
Name:
Title:
The foregoing is hereby accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By__________________________________
Name:
Title:
