EXHIBIT (M)(8)(I)

                FIRST AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
                      BETWEEN CITISTREET LLC AND GMO TRUST

     THIS AMENDMENT, dated as of the sixth day of May 2002, by and between
Citistreet LLC ("Citistreet") and GMO Trust, on behalf of each fund listed on
Attachment A, severally and not jointly (individually, the "Fund" and
collectively, the "Funds").

                                   WITNESSETH:

     WHEREAS, Citistreet and GMO Trust heretofore entered into an agreement
dated October 31, 2001 (the "Agreement") with regard to certain employee benefit
plans for which Citistreet performs recordkeeping and related administrative
support services; and

     WHEREAS, Citistreet and GMO Trust desire to amend the Agreement in
accordance with the provisions of Section 18 thereof.

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

     1) Inserting the following notice and limitation of liability:

          "24. 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."

IN WITNESS WHEREOF, Citistreet 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.

CITISTREET LLC                          GMO TRUST, ON BEHALF OF EACH FUND ON
                                        EXHIBIT A, SEVERALLYAND NOT JOINTLY


By: /S/ Nicholas Katsikis               By: /S/ Elaine M. Hartnett
    ---------------------------------       ------------------------------------
Name: Nicholas Katsikis                 Name: Elaine M. Hartnett
Title: CFO                              Title: Vice President
Date: 5/9/02                            Date: May 6, 2001



                                  ATTACHMENT A

                                      FUNDS

                           GMO Foreign Fund--Class III