EXHIBIT 8

               FIRST AMENDMENT TO FUNDS TRADING AGREEMENT BETWEEN
          FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.,
       INVESTORS BANK & TRUST COMPANY, BROWN BROTHERS HARRIMAN & COMPANY,
             GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, AND GMO TRUST

         THIS AMENDMENT, dated as of the first day of January 2002, by and
between Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"),
Investors Bank & Trust Company ("Transfer Agent"), Brown Brothers Harriman &
Company ("Pricing Agent"), Grantham, Mayo, Van Otterloo & Co. LLC ("GMO"), and
GMO Trust, a Massachusetts Business Trust, on behalf of each fund listed on
Exhibit A, severally and not jointly (individually, the "Fund" and collectively,
the "Funds").

                                   WITNESSETH:

         WHEREAS, FIIOC, Transfer Agent, Pricing Agent, GMO and GMO Trust
heretofore entered into an agreement dated July 1, 2001 (the "Agreement") with
regard to certain employee benefit plans for which FIIOC performs administrative
and recordkeeping services; and

         WHEREAS, FIIOC, Transfer Agent, Pricing Agent, GMO and GMO Trust desire
to amend the Agreement in accordance with the provisions of Section 19 thereof.

         NOW THEREFORE, in consideration of the above premises, Transfer Agent,
Pricing Agent, GMO and GMO Trust hereby amend the Agreement as follows:

              1)  Inserting the following notice and limitation of liability:

                  "20. Notice and Limitation of Liability. GMO Trust is a
                  Massachusetts business trust and a copy of the Agreement and
                  Declaration of Trust of GMO Trust is on file with the
                  Secretary of The Commonwealth of Massachusetts. Notice is
                  hereby given that this Agreement is executed on behalf of the
                  Trustees of the Trust as Trustees and not individually, and
                  that the obligations of or arising out of this Agreement with
                  respect to each Fund are not binding upon any of the Trustees
                  or shareholders individually or any other series of the Trust,
                  but are binding only upon the assets and property of the
                  Fund."

              2)  Amending and restating Exhibit A in its entirety as attached
                  hereto; and

              3)  Amending and restating Exhibit D in its entirety as attached
                  hereto.

         IN WITNESS WHEREOF, FIIOC, Transfer Agent, Pricing Agent, GMO and GMO
Trust have caused this Amendment to be executed by their duly authorized
officers effective as of the day and year first above written.

INVESTORS BANK & TRUST               FIDELITY INVESTMENTS INSTITUTIONAL
COMPANY                              OPERATIONS COMPANY, INC.

By: ______________________________   By: _________________________________

Name: ____________________________   Name: _______________________________



Title: ___________________________   Title: ______________________________

Date: ____________________________   Date: _______________________________


GRANTHAM MAYO                        GMO TRUST, ON BEHALF OF EACH
VAN OTTERLOO & CO. LLC               FUND ON EXHIBIT A, SEVERALLY
                                     AND NOT JOINTLY

By: ______________________________   By: _________________________________

Name: Elaine M. Hartnett             Name: Elaine M. Hartnett
      ____________________________         _______________________________

Title: Assoc. General Counsel        Title: Vice President
       ___________________________          ______________________________

Date: December 18, 2001              Date: December 18, 2001
      ____________________________         _______________________________



BROWN BROTHERS HARRIMAN &
COMPANY

By: ______________________________

Name: ____________________________

Title: ___________________________

Date:  ___________________________


                                       2




                                    EXHIBIT A

                                      FUNDS


SECTION I:
---------
FUND:              GMO Foreign Fund, Class III
TICKER SYMBOL:     GMOFX
CUSIP:             362007551



SECTION II:
----------
FUND:              GMO Foreign Fund, Class M Shares
TICKER SYMBOL:     N/A
CUSIP:             362008468



                                       3




                                    EXHIBIT D

                                  COMPENSATION


          WITH REFERENCE TO THE FUNDS LISTED IN SECTION I OF EXHIBIT A, in
consideration of the services provided by FIIOC under this Agreement, no
compensation shall be paid.

          WITH REFERENCE TO THE FUNDS LISTED IN SECTION II OF EXHIBIT A, in
consideration of the services provided by FIIOC under this Agreement, Transfer
Agent shall pay to FIIOC an amount equal to 35basis points (0.35%) per annum of
the average aggregate amount invested in the Funds through the Plans each
calendar month.

          The average aggregate amount invested through the Plans over a
calendar month shall be computed by totaling daily balances during the month and
dividing such total by the actual number of days in the month. FIIOC shall
calculate this payment at the end of each calendar month and shall forward an
invoice to Transfer Agent, along with such other supporting data as may be
reasonably requested by Transfer Agent. Transfer Agent shall make such payment
to FIIOC via wire transfer within 30 days of receipt of FIIOC's invoice.


                                       4