File Nos. 2-98772
811-4347
As filed with the Securities and Exchange Commission
On November 16, 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. 25 / X /
---- ---
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 26 / 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.
The Registrant elects to register a definite number of shares, shown
below, pursuant to Section 24(e) of the Investment Company Act of 1940, as
amended.
<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 38,501,027 $19.48* $750,000,000 $150,000
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 64,075,182 $23.41* $1,500,000,000 $300,000
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 14,124,294 $10.62* $150,000,000 $30,000
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 52,854,123 $9.46* $500,000,000 $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 9,407,338 $10.63* $100,000,000 $20,000
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>
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. 25 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and The Commonwealth of
Massachusetts, on the 16th day of November, 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. 25 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 November 16, 1995
- ----------------------
R. Jeremy Grantham Quantitative; Principal
Executive Officer;
Trustee
KINGLSEY DURANT* Treasurer; Principal November 16, 1995
Kingsley Durant Financial and
Accounting Officer
HARVEY R. MARGOLIS* Trustee November 16, 1995
Harvey R. Margolis
/S/ Eyk H.A. Van Otterloo President-International; November 16, 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
November 16, 1995
GMO Trust (the "Trust")
40 Rowes Wharf
Boston, Massachusetts 02110
Gentlemen:
We are furnishing this opinion in connection with Post-Effective
Amendment No. 25 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 38,501,027 shares of
beneficial interest of the GMO Core Fund, 64,075,182 shares of beneficial
interest of the GMO International Core Fund, 14,124,294 shares of beneficial
interest of the GMO Currency Hedged International Core Fund, 52,854,123 shares
of beneficial interest of the GMO Emerging Markets Fund and 9,407,338 shares of
beneficial interest of the GMO Global Hedged Equity Fund pursuant to the
provisions of Rule 24e-2 under the Investment Company Act (collectively, the
"24e Shares"), which 24e Shares are in addition to your shares of beneficial
interest which you have previously offered and sold or are currently offering.
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
