File Nos. 2-98772
811-4347
As filed with the Securities and Exchange Commission
On December 8, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 26 / X /
---- ---
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 27 / X /
GMO TRUST
(Exact Name of Registrant as Specified in Charter)
40 Rowes Wharf, Boston, Massachusetts 02110
(Address of principal executive offices)
617-330-7500
(Registrant's telephone number, including area code)
with a copy to:
R. Jeremy Grantham J.B. Kittredge, Esq.
GMO Trust Ropes & Gray
40 Rowes Wharf One International Place
Boston, Massachusetts 02110 Boston, Massachusetts 02110
(Name and address of agents for service)
It is proposed that this filing will become effective:
/ X / Immediately upon filing pursuant to paragraph (b), or
/ / 60 days after filing pursuant to paragraph (a), or
/ / On , 1995 pursuant to paragraph (b), or
/ / On , 1995 pursuant to paragraph (a), of Rule 485.
In Post-Effective Amendment No. 25 to the Registrant's Registration
Statement filed with the Commission on November 17, 1995, the Registrant
registered a definite number of shares pursuant to Section 24(e) and Rule 24e-2
under the Investment Company Act of 1940, as amended. In accordance with the Fee
Rate Advisory issued by the Commission on November 21, 1995, the Registrant is
hereby decreasing the total number of shares registered as shown below.
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 6,918,403.491 $19.48* $135,000,000 $46,551.65
beneficial
interest,
no par val,
GMO Core Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 42,396,411.790 $23.41* $1,000,000,000 $344,827.00
beneficial
interest,
no par val,
GMO International
Core Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 16,354,755.179 $10.62* $175,000,000 $60,344.73
beneficial
interest,
no par val,
GMO Currency
Hedged International
Core Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 30,164,904.863 $9.46* $290,000,000 $100,000
beneficial
interest,
no par val,
GMO Emerging
Markets Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 2,337,723.424 $10.63* $25,000,000 $8,620.68
beneficial
interest,
no par val,
GMO Global Hedged
Equity Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 2,742,582.418 $5.46* $15,000,000 $5,172.41
beneficial
interest,
no par val,
GMO Growth
Allocation Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 178,906.810 $13.95* $2,500,000 $862.07
beneficial
interest,
no par val,
GMO U.S. Sector
Allocation Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 333,725.622 $14.87* $5,000,000 $1,724.14
beneficial
interest,
no par val,
GMO Core II
Secondaries Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 349,370.189 $14.29* $5,000,000 $1,724.14
beneficial
interest,
no par val,
GMO Value
Allocation Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 180,635.838 $13.84* $2,500,000 $862.07
beneficial
interest,
no par val,
GMO Pelican
Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 926,784.059 $10.79* $10,000,000 $3,448.27
beneficial
interest,
no par val,
GMO Domestic
Bond Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 1,626,515.837 $11.05* $18,000,000 $6,206.89
beneficial
interest,
no par val,
GMO International
Bond Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 640,064.103 $11.70* $7,500,000 $2,586.20
beneficial
interest,
no par val,
GMO Currency Hedged
International Bond Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 4,066,757.493 $11.01* $45,000,000 $15,517.22
beneficial
interest,
no par val,
GMO Emerging Country
Debt Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 203,022.204 $12.16* $2,500,000 $862.07
beneficial
interest,
no par val,
GMO International Small
Companies Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 107,443.366 $9.27* $1,000,000 $344.83
beneficial
interest,
no par val,
GMO Japan
Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
<TABLE>
<CAPTION>
Title of
Securities Proposed Maximum Proposed Maximum
Being Amount Being Offering Price Aggregate Amount
Registered Registered Per Unit Offering Price of Fee
<S> <C> <C> <C> <C>
shares of 70,070.175 $14.25* $1,000,000 $344.83
beneficial
interest,
no par val,
GMO Fundamental
Value Fund
*This number is based on the offering price of the specified series of the
Registrant in accordance with Rule 457(d).
</TABLE>
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has also registered an indefinite number or amount of its shares of
beneficial interest. The Registrant will file a Rule 24f-2 Notice with respect
to the Registrant's fiscal year ended February 28, 1996 on or about April 28,
1996.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 26 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and The Commonwealth of
Massachusetts, on the 8th day of December, 1995.
GMO Trust
By: /S/ R. Jeremy Grantham
R. Jeremy Grantham
Title: President - Domestic Quantitative
Pursuant to the Securities Act of 1933, this Post-Effective Amendment
No. 26 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/S/ R. Jeremy Grantham President-Domestic December 8, 1995
- ----------------------
R. Jeremy Grantham Quantitative; Principal
Executive Officer;
Trustee
KINGLSEY DURANT* Treasurer; Principal December 8, 1995
Kingsley Durant Financial and
Accounting Officer
HARVEY R. MARGOLIS* Trustee December 8, 1995
Harvey R. Margolis
/S/ Eyk H.A. Van Otterloo President-International; December 8, 1995
Eyk H.A. Van Otterloo Trustee
*By: /S/ R. Jeremy Grantham
R. Jeremy Grantham
Attorney-in-Fact
</TABLE>
Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7439
Fax: (617) 951-7050
December 8, 1995
GMO Trust (the "Trust")
40 Rowes Wharf
Boston, Massachusetts 02110
Gentlemen:
We are furnishing this opinion in connection with Post-Effective
Amendment No. 26 to your Registration Statement on Form N-1A under the
Securities Act of 1933 (the "Registration Statement"). You have informed us that
in the Registration Statement you intend to register 6,918,403.491 shares of
beneficial interest of the GMO Core Fund, 42,396,411.790 shares of beneficial
interest of the GMO International Core Fund, 16,354,755.179 shares of beneficial
interest of the GMO Currency Hedged International Core Fund, 30,164,904.863
shares of beneficial interest of the GMO Emerging Markets Fund, 2,337,723.424
shares of beneficial interest of the GMO Global Hedged Equity Fund,
2,742,582.418 shares of beneficial interest of the GMO Growth Allocation Fund,
178,906.810 shares of beneficial interest of the GMO U.S. Sector Allocation
Fund, 333,725.622 shares of beneficial interest of the GMO Core II Secondaries
Fund, 349,370.189 shares of beneficial interest of the GMO Value Allocation
Fund, 180,635.838 shares of beneficial interest of the Pelican Fund, 926,784.059
shares of beneficial interest of the GMO Domestic Bond Fund, 1,626,515.837
shares of beneficial interest of the GMO International Bond Fund, 640,064.103
shares of beneficial interest of the GMO Currency Hedged International Bond
Fund, 4,066,757.493 shares of beneficial interest of the GMO Emerging Country
Debt Fund, 203,022.204 shares of beneficial interest of the GMO International
Small Companies Fund, 107,443.366 shares of beneficial interest of the GMO Japan
Fund and 70,070.175 shares of beneficial interest of the GMO Fundamental Value
Fund pursuant to the provisions of Rule 24e-2 under the Investment Company Act
(collectively, the "24e Shares"). You have also informed us that you propose to
offer and sell from time to time the 24e Shares for cash or securities at the
net asset value per share, determined in accordance with your Bylaws.
We have examined your Agreement and Declaration of Trust, as amended,
on file in the office of the Secretary of State of The Commonwealth of
Massachusetts. We are familiar with the actions taken by your Trustees to
authorize the issue and sale from time to time of your shares of beneficial
interest at not less than net asset value and have assumed that the 24e Shares
will be issued and sold in accordance with such action. We have also examined a
copy of your By-laws and such other documents as we have deemed necessary for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that: (1) the Fund is
authorized to issue an unlimited number of shares of beneficial interest of the
GMO Core Fund, GMO Tobacco-Free Core Fund, GMO Value Allocation Fund, GMO Growth
Allocation Fund, GMO U.S. Sector Allocation Fund, GMO Core II Secondaries Fund,
GMO Fundamental Value Fund, GMO International Core Fund, GMO Currency Hedged
International Core Fund, GMO International Small Companies Fund, GMO Japan Fund,
GMO Emerging Markets Fund, GMO Global Hedged Equity Fund, GMO Domestic Bond
Fund, GMO Short-Term Income Fund, GMO International Bond Fund, GMO Currency
Hedged International Bond Fund, GMO Global Bond Fund, GMO Emerging Country Debt
Fund, GMO Core Emerging Country Debt Fund and the Pelican Fund (the "series"),
and (2) that upon the issue and sale of any 24e Shares for cash or securities at
net asset value, determined in accordance with your Bylaws, such 24e Shares so
issued will be duly authorized, validly issued, fully paid and non-assessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or its indemnification out of the property of the particular series of
shares from and against all claims and liabilities to which any shareholder of
that series may become subject by reason of his being or having been a
shareholder and for reimbursement (out of such series' property) of all expenses
reasonably incurred by the shareholder in connection with any such claim or
liability. Thus, the risk of shareholder liability is limited to circumstances
in which that series of shares itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Ropes & Gray
