State Street Bank and Trust Company One Lincoln Street Boston, MA 02111

Exhibit (h)(1)(xvi)

Execution

May 23, 0000

Xxxxx Xxxxxx Bank and Trust Company

Xxx Xxxxxxx Xxxxxx

Xxxxxx, XX 00000

Re: Amendment to the Transfer Agency and Service Agreement (the “Agreement”), dated August 1, 1991, by and among GMO Trust, on behalf of certain of its series of the Trust, Grantham, Mayo, Van Otterloo & Co. LLC and State Street Bank and Trust Company (as successor by merger to Investors Bank & Trust Co.), as amended.

Ladies and Gentlemen:

Pursuant to Article 17 of the Agreement, GMO Trust (the “Trust”) hereby notifies you that it has created a new series of shares, namely, GMO US Small Cap Value Fund (the “New Fund”) with respect to which the Trust and the Manager (as defined in the Agreement) desire that you serve as transfer agent under the terms of the Agreement.

If you agree to so serve as transfer agent 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. An amended Schedule A with a list of GMO Trust Funds is attached hereto.

The New Fund will provide five business days’ notice to State Street Bank and Trust Company prior to the commencement of the New Fund’s operations.

Notice

A copy of the Declaration of Trust, together with all amendments thereto, is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trust by an officer of the Trust as an officer and not individually and that the obligations of this instrument are not binding upon any of the Trustees or officers of the Trust or shareholders of any series of the Trust individually but are binding only upon the assets and property of the Trust or the respective series.

State Street Bank and Trust Company Execution

	Sincerely,
	GMO TRUST
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Clerk
	GRANTHAM, MAYO,
	VAN OTTERLOO & CO. LLC
	By:	/s/ Xxxxxxxx Xxxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxxx
	Title:	General Counsel
	Reviewed by: DYC

The foregoing is hereby

accepted and agreed.

STATE STREET BANK AND TRUST COMPANY

By:	/s/ Xxxxxx Xxxxxxxx
Name:	Xxxxxx Xxxxxxxx
Title:	Executive Vice President

This instrument is executed on behalf of  Grantham, Mayo, Van Otterloo & Co. LLC (“GMO”) by a duly authorized officer or other agent solely in his or her capacity as an authorized signatory, pursuant to delegated authority from GMO, and not individually.  The obligations of or arising out of this instrument are not binding upon any officer or other agent, partner, member or director of GMO individually, but are binding only upon GMO and its assets.  A Certificate of Organization of GMO is on file with the Secretary of The Commonwealth of Massachusetts.

A copy of the Amended and Restated Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

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Xxxxx Xxxxxx Bank and Trust Company Execution

Schedule A

(Amended as of May 23, 2019)

List of GMO Trust Funds

GMO Alternative Allocation Fund		GMO Asset Allocation Bond Fund
GMO SGM Major Markets Fund		GMO Benchmark-Free Fund
GMO Benchmark-Free Allocation Fund		GMO Core Plus Bond fund
GMO Climate Change Fund		GMO Global Asset Allocation Fund
GMO Emerging Country Debt Fund		GMO Implementation Fund
GMO Global Equity Allocation Fund		GMO International Equity Allocation Fund
GMO International Developed Equity Allocation Fund		GMO High Yield Fund
GMO Opportunistic Income Fund		GMO Quality Fund
GMO Special Opportunities Fund		GMO Risk Premium Fund
GMO Strategic Opportunities Allocation Fund		GMO U.S. Equity Fund
GMO U.S. Treasury Fund		GMO U.S. Small Cap Value Fund*
		GMO Global Developed Equity Allocation Fund
GMO Alpha Only Fund		GMO Emerging Markets Fund
GMO Emerging Domestic Opportunities Fund		GMO Foreign Small Companies Fund
GMO International Equity Fund		GMO Resources Fund
GMO Tax-Managed International Equities Fund		GMO Strategic Short-Term Fund*

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