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

Exhibit(h)1(ii)

June 16, 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, 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 one new series of shares, namely, the GMO Flexible Equities 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.

	Sincerely, GMO TRUST
	By:	/s/ XXXXX XXXXXXXX
		Name:	Xxxxx Xxxxxxxx
		Title:	Clerk
	GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
	By:	/s/ XXXXX X. XXXXX
		Name:	Xxxxx X. Xxxxx
		Title:	President; Chief Executive Officer;
			Principal Executive Officer

State Street Bank and Trust Company June 16, 2008        

The foregoing is hereby
accepted and agreed.

STATE STREET BANK AND TRUST COMPANY

By:		/s/ XXXXXXX X. XXXXXXX
		Name:  Xxxxxxx X. XxXxxxx
		Title:   Senior Vice President

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