File Nos. 2-98772
811-4347
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 24, 1996
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. 28 / X /
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
Amendment No. 29 / 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)
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite number or amount of its shares of
beneficial interest. The Registrant has filed a Rule 24f-2 Notice with respect
to the Registrant's fiscal year ended February 29, 1996.
It is proposed that this filing will become effective:
/ / Immediately upon filing pursuant to paragraph (b), or
/ / 60 days after filing pursuant to paragraph (a)(1), or
/ X / On MAY 31, 1996 pursuant to paragraph (b), or
/ / 75 days after filing pursuant to paragraph (a)(2), of Rule 485.
GMO TRUST
(For all Series except Pelican Fund)
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
N-1A Item No. Location
PART A
<S> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Schedule of Fees and
Expenses
Item 3. Condensed Financial
Information Financial Highlights
Item 4. General Description of
Registrant Organization and
Capitalization of
the Trust;
Investment Objectives
and Policies; Cover
Page
Item 5. Management of the Fund Management of the
Trust
Item 5A. Management's Discussion
of Fund Performance Financial
Highlights
Item 6. Capital Stock and Other
Securities Organization and
Capitalization of
the Trust; Shareholders
Inquiries
Item 7. Purchase of Securities Being
Offered Purchase of Shares;
Determination of Net
Asset Value
Item 8. Redemption or Repurchase Redemption of
Shares;
Determination of Net
Asset Value
Item 9. Pending Legal Proceedings None
Part B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and
History Not Applicable
Item 13. Investment Objectives
and Policies Investment
Objectives and
Policies; Investment
Restrictions
Item 14. Management of the Fund Management of the
Trust
Item 15. Control Persons and Principal
Holders of Securities Description of the
Trust and Ownership
of Shares
Item 16. Investment Advisory and Other
Services Investment Advisory
and Other Services
Item 17. Brokerage Allocation and Other
Practices Portfolio Transactions
Item 18. Capital Stock and Other
Securities Description of the Trust
and Ownership of Shares
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered See in Part A Purchase of
Shares; Redemption of Shares;
Determination of Net Asset Value;
Specimen Price-Make-Up Sheet
Item 20. Tax Status Income Dividends, Distributions
and Tax Status
Item 21. Underwriters Not Applicable
Item 22. Calculation of Performance
Data Not Applicable
Item 23. Financial Statements Financial Statements
Part C
Information to be included in Part C is set forth under the appropriate item, so
numbered, in Part C of this Registration Statement.
</TABLE>
The following documents are incorporated herein by reference:
(1) The Prospectus relating to the Pelican Fund, a series of GMO Trust,
contained in Post-Effective Amendment No. 24 to the Trust's Registration
Statement (File Nos. 2-98772, 811-4347) filed on November 2, 1995 (and as
revised by a filing pursuant to Rule 497(c) filed on January 5, 1996);
(2) The Statement of Additional Information (including the report of Price
Waterhouse LLP and audited financial statements and financial highlights
contained therein) relating to the Pelican Fund, a series of GMO Trust,
contained in Post-Effective Amendment No. 24 to the Trust's Registration
Statement (File Nos. 2-98872, 811-4347) filed on November 2, 1995 (and as
revised by a filing pursuant to Rule 497(c) filed on January 5, 1996).
GMO TRUST
GMO TRUST (the "Trust"), 40 Rowes Wharf, Boston, Massachusetts 02110,
is an open-end management investment company offering a total of twenty-seven
separate portfolios pursuant to this prospectus (collectively, the "Funds"). The
Trust offers one additional portfolio, the Pelican Fund, pursuant to a separate
prospectus. Each Fund has its own investment objective and strategies. Grantham,
MAYO, VAN OTTERLOO & CO. (the "MANAGER" or "GMO") is the investment manager of
all Funds. The Manager has a Consulting Agreement with Dancing Elephant, Ltd.
(the "Consultant") with respect to management of the GMO Emerging Markets Fund.
The Trust offers both diversified and non-diversified portfolios. For a
discussion of the significance and/or risks associated with non-diversified
portfolios, see "Descriptions and Risks of Fund Investment Practices --
Diversified and Non-Diversified Portfolios." A Table of Contents appears on page
6 of this Prospectus. A listing and brief description of the Funds begins on
page 2.
- -------------------------
GMO FUNDS
<TABLE>
<CAPTION>
Domestic Equity Funds International Equity Funds Fixed Income Funds Asset Allocation Funds
- --------------------- -------------------------- ------------------ ----------------------
<S> <C> <C> <C>
Core Fund International Core Fund Short-Term Income Fund International Equity Allocation
Tobacco-Free Core Fund Currency Hedged International Global Hedged Equity Fund Fund
Value Allocation Fund Core Fund Domestic Bond Fund Global Equity Allocation Fund
Growth Allocation Fund Foreign Fund International Bond Fund World Equity Allocation Fund
U.S. Sector Allocation Fund International Small Companies Currency Hedged International Global Balanced Allocation Fund
Core II Secondaries Fund Fund Bond Fund
Fundamental Value Fund Japan Fund Global Bond Fund
Conservative Equity Fund Emerging Markets Fund Emerging Country Debt Fund
REIT Fund Core Emerging Country Debt
Fund
</TABLE>
MULTIPLE CLASSES
Each of the Funds (except the Short-Term Income Fund and the Asset
Allocation Funds) offers at least three CLASSES of shares: CLASS I, CLASS II AND
CLASS III SHARES. The Asset Allocation Funds currently offer Class I and Class
II Shares. The Short-Term Income Fund offers only Class III Shares. Eligibility
for Class I, Class II and Class III Shares is based on the amount of total
assets that a client has invested with GMO, as described more fully herein. See
"Multiple Classes-Eligibility for Classes." In addition, the Core Fund,
International Core Fund and Emerging Markets Fund each offer three additional
classes, CLASS IV, CLASS V AND CLASS VI SHARES, designed to accommodate clients
who have very large amounts of total assets under GMO's management. Eligibility
requirements for investing in Class IV, Class V and Class VI Shares are
described in greater detail herein. See "Multiple Classes--Eligibility for
Classes."
The differences between the classes are solely (i) the level of
SHAREHOLDER SERVICE FEE borne by the class (with a lower fee for classes that
require higher levels of assets under management), reflecting that servicing
larger accounts is less expensive when expressed as a percentage of assets, and
(ii) whether GMO itself or the GMO Funds Division provides service and reporting
to the shareholders. These differences are described briefly below and in more
detail elsewhere in this Prospectus. ALL CLASSES OF SHARES OF A PARTICULAR FUND
HAVE AN INTEREST IN THE SAME UNDERLYING ASSETS, ARE MANAGED BY GMO AND PAY THE
SAME RATE OF INVESTMENT MANAGEMENT FEE TO THE MANAGER.
A description of the classes and the levels of Shareholder Service Fee
to be effective May 31, 1996 is set forth on the following page.
- -------------------------
This Prospectus concisely describes the information which investors
ought to know before investing. Please read this Prospectus carefully and keep
it for further reference. A Statement of Additional Information dated May 31,
1996, as revised from time to time, is available free of charge by writing to
GMO Funds Division, 40 Rowes Wharf, Boston, Massachusetts 02110 or by calling
(617) 790-5000. The Statement, which contains more detailed information about
each Fund, has been filed with the Securities and Exchange Commission ("SEC")
and is incorporated by reference in this Prospectus.
THE EMERGING COUNTRY DEBT AND THE CORE EMERGING COUNTRY DEBT FUNDS MAY
INVEST WITHOUT LIMIT, THE INTERNATIONAL BOND AND CURRENCY HEDGED INTERNATIONAL
BOND FUNDS MAY INVEST UP TO 25% OF THEIR NET ASSETS AND THE DOMESTIC BOND, REIT
AND FOREIGN FUNDS MAY INVEST UP TO 5% OF THEIR NET ASSETS IN LOWER-RATED BONDS,
COMMONLY KNOWN AS "JUNK BONDS." INVESTMENTS OF THIS TYPE ARE SUBJECT TO A
GREATER RISK OF LOSS OF PRINCIPAL AND NON-PAYMENT OF INTEREST. INVESTORS SHOULD
CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN INVESTMENT IN THESE FUNDS. PLEASE
SEE "DESCRIPTION AND RISKS OF FUND INVESTMENT PRACTICES -- LOWER RATED
SECURITIES."
THE ASSET ALLOCATION FUNDS DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD
PRIOR TO RECEIPT OF AN EXEMPTIVE ORDER FROM THE SECURITIES AND EXCHANGE
COMMISSION. THERE CAN BE NO ASSURANCE AS TO WHEN, OR IF, THE TRUST WILL RECEIVE
SUCH AN ORDER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTUS MAY 31, 1996
<TABLE>
<CAPTION>
ALL FUNDS (EXCEPT CMO SHORT-TERM
INCOME FUND AND ASSET ALLOCATION FUNDS) ELIGIBILITY* SHAREHOLDER SERVICE FEE**
- --------------------------------------- ------------ -------------------------
<S> <C> <C>
I $1 million 0.28%
II $10 million 0.22%
III $35 million 0.15%
CMO SHORT-TERM INCOME FUND
III $35 million 0.15%
GMO CORE FUND ONLY
IV $150 million/$300 million 0.12%
V $300 million/$500 million 0.09%
VI $500 million/$800 million 0.07%
GMO INTERNATIONAL CORE FUND ONLY
IV $150 million/$300 million 0.11%
V $300 million/$500 million 0.07%
VI $500 million/$800 million 0.04%
GMO EMERGING MARKETS FUND ONLY
IV $50 million/$300 million 0.10%
V $100 million/$500 million 0.05%
VI $200 million/$800 million 0.02%
ASSET ALLOCATION FUNDS ONLY
I $1 million 0.13%****
II $10 million 0.07%****
</TABLE>
- -------------------------------
* More detailed explanation of eligibility criteria is provided elsewhere in
this Prospectus. See "Multiple Classes -- Eligibility for Classes."
** As noted above, all classes of shares of a particular Fund pay the same
management fee. The Manager has voluntarily undertaken to waive the
management fee payable by each Fund prior to May 31, 1996 by an additional
0.15% of average daily net assets, effective May 31, 1996. As a result,
the rate of Total Operating Expenses of Class III Shares, for example, is
identical to that of the single class of shares that existed prior to May
31, 1996. See "Schedule of Fees and Expenses."
*** Available for Core, International Core and Emerging Markets Funds only.
**** As described in greater detail herein, the Allocation Funds will invest in
Class III Shares of underlying Funds. The total Shareholder Service Fee
borne by the Allocation Funds is designed to reflect the same
Shareholder Service Fee associated with a direct investment in Class I or
Class II Shares, as the case may be, of the underlying Funds. See "Asset
Allocation Funds".
- -------------------------------
GMO MUTUAL FUNDS
The Funds offered by this Prospectus are described briefly below and in
more detail throughout this Prospectus. GMO offers Funds that can generally be
classified as Domestic Equity Funds, International Equity Funds and Fixed Income
Funds. The Trust also offers four Asset Allocation Funds that provide exposure
to investment in multiple mutual funds; these Funds invest in varying amounts in
other Funds of the Trust.
DOMESTIC EQUITY FUNDS
The Trust offers the following nine domestic equity portfolios which are
collectively referred to as the "Domestic Equity Funds." The Conservative Equity
Fund has not yet commenced operations.
GMO CORE FUND (the "CORE FUND") is a diversified portfolio that seeks a
total return greater than that of the Standard & Poor's 500 Stock Index (the
"S&P 500") through investment in common stocks chosen from among the 1,200
companies with the largest equity capitalization whose securities are listed on
a United States national securities exchange (the "Large Cap 1200").
GMO TOBACCO-FREE CORE FUND (the "TOBACCO-FREE CORE FUND") is a diversified
portfolio that seeks a total
2
return greater than that of the S&P 500 through investment in common stocks
chosen from the Large Cap 1200 which are not Tobacco Producing Issuers. A
"Tobacco Producing Issuer" is an issuer which derives more than 10% of its gross
revenues from the production of tobacco-related
products.
GMO VALUE ALLOCATION FUND (the"VALUE ALLOCATION FUND") is a non-diversified
portfolio that seeks a total return greater than that of the S&P 500 through
investment in common stocks chosen from the Large Cap 1200. Strong consideration
is given to common stocks whose current prices, in the opinion of the Manager,
do not adequately reflect the on-going business value of the underlying company.
GMO GROWTH ALLOCATION FUND (the "GROWTH ALLOCATION FUND") is a
non-diversified portfolio that seeks long-term growth of capital through
investment in the equity securities of companies chosen from the Large Cap 1200.
Current income is only an incidental consideration.
GMO U.S. SECTOR ALLOCATION FUND (the "U.S. SECTOR ALLOCATION FUND") is a
non-diversified portfolio that seeks a total return greater than that of the S&P
500 through investment in common stocks chosen from among the 1,800 companies
with the largest equity capitalization whose securities are listed on a United
States national securities exchange.
GMO CORE II SECONDARIES FUND (the "CORE II SECONDARIES FUND") is a
diversified portfolio that seeks long-term growth of capital through investment
primarily in companies whose equity capitalization ranks in the lower two-thirds
of the 1800 companies with the largest equity capitalization whose securities
are listed on a United States national securities exchange. Current income is
only an incidental consideration.
GMO FUNDAMENTAL VALUE FUND (the "FUNDAMENTAL VALUE FUND") is a diversified
portfolio that seeks long-term capital growth through investment primarily in
equity securities. Consideration of current income is secondary to this
principal objective.
GMO CONSERVATIVE EQUITY FUND (the "CONSERVATIVE EQUITY FUND") is a
non-diversified portfolio that seeks a total return greater than that of the S&P
500, with an emphasis on outperforming the S&P 500 during times of adverse
economic or market conditions. The Fund pursues its objective by investing in
common stocks chosen from among the Large Cap 1200. The Conservative Equity Fund
has not yet commenced operations.
GMO REIT FUND (the "REIT FUND") is a non-diversified portfolio that seeks
maxim total return through investment primarily in real estate investment trusts
("REITs"). The REIT Fund will commence operations on or about May 31, 1996.
INTERNATIONAL EQUITY FUNDS
The Trust offers the following six international equity portfolios which
are collectively referred to as the "INTERNATIONAL EQUITY FUNDS."
GMO INTERNATIONAL CORE FUND (the "INTERNATIONAL CORE FUND") is a
diversified portfolio that seeks maximum total return through investment in a
portfolio of common stocks of non-U.S. issuers.
GMO CURRENCY HEDGED INTERNATIONAL CORE FUND (the "CURRENCY HEDGED
INTERNATIONAL CORE FUND") is a non-diversified portfolio that seeks maximum
total return through investment in a portfolio of common stocks of non- U.S.
issuers and through management of the Fund's foreign currency positions. The
Fund has similar policies to the International Core Fund, except that the
Currency Hedged International Core Fund will maintain currency hedges with
respect to a substantial portion of the foreign currency exposure represented in
the Fund's benchmark while the International Core Fund will generally hedge only
a limited portion of the currency exposure of that benchmark.
GMO FOREIGN FUND (the "FOREIGN FUND") is a non-diversified portfolio that
seeks maximum total return through investment in a portfolio of equity
securities of non- U.S. issuers.
GMO INTERNATIONAL SMALL COMPANIES FUND (the "INTERNATIONAL SMALL COMPANIES
FUND") is a diversified portfolio that seeks maximum total return through
investment primarily in equity securities of foreign issuers whose equity
securities are traded on a major stock exchange of a foreign country ("foreign
stock exchange companies") and whose equity capitalization at the time of
investment, when aggregated with the equity capitalizations of all foreign stock
exchange companies in that country whose equity capitalizations are smaller than
that of such company, is less than 50% of the aggregate equity capitalization of
all foreign stock exchange companies in such country.
GMO JAPAN FUND (the "JAPAN FUND") is a non-diversified portfolio that seeks
maximum total return through investment in Japanese securities, primarily in
common stocks of Japanese companies.
GMO EMERGING MARKETS FUND (the "EMERGING MARKETS FUND") is a
non-diversified portfolio that seeks long term capital appreciation consistent
with what the Manager believes to be a prudent level of risk through investment
in equity and equity-related securities traded in the securities markets of
newly industrializing countries in Asia, Latin America, the Middle East,
Southern Europe, Eastern Europe and Africa.
FIXED INCOME FUNDS
The Trust offers the following eight domestic and international fixed
income portfolios which are collectively referred to as the "Fixed Income
Funds."
GMO SHORT-TERM INCOME FUND (the "SHORT-TERM INCOME FUND") is a
non-diversified portfolio that seeks current income to the extent consistent
with the preservation of capital and liquidity through investment in a portfolio
of high quality short-term instruments. The Short-Term Income Fund intends to
invest in short-term securities, but it is not a "money market fund."
GMO GLOBAL HEDGED EQUITY FUND (the "GLOBAL HEDGED EQUITY FUND") is a
non-diversified portfolio that seeks total return consistent with minimal
exposure to general equity market risk.
GMO DOMESTIC BOND FUND (the "DOMESTIC BOND FUND") is a non-diversified
portfolio that seeks high total return through investment primarily in U.S.
Government Securities. The Fund may also invest a significant portion of its
assets in other investment grade bonds (including convertible bonds) denominated
in U.S. dollars. The Fund's portfolio will generally have a duration of
3
approximately four to six years (excluding short-term investments).
GMO INTERNATIONAL BOND FUND (the "INTERNATIONAL BOND FUND") is a
non-diversified portfolio that seeks high total return by investing primarily in
investment grade bonds (including convertible bonds) denominated in various
currencies including U.S. dollars or in multicurrency units. The Fund seeks to
provide a total return greater than that provided by the international fixed
income securities market generally.
GMO CURRENCY HEDGED INTERNATIONAL BOND FUND (the "CURRENCY HEDGED
INTERNATIONAL BOND FUND") is a non-diversified portfolio with the same
investment objectives and policies as the International Bond Fund except that
the Currency Hedged International Bond Fund will generally attempt to hedge
substantially all of its foreign currency risk while the International Bond Fund
will generally not hedge any of its foreign currency risk. Despite the otherwise
identical objectives and policies, the composition of the two portfolios may
differ substantially at any given time.
GMO GLOBAL BOND FUND (the "GLOBAL BOND FUND") is a non-diversified
portfolio that seeks high total return by investing primarily in investment
grade bonds (including convertible bonds) denominated in various currencies
including U.S. dollars or in multicurrency units. The Fund seeks to provide a
total return greater than that provided by the global fixed income securities
market generally.
GMO EMERGING COUNTRY DEBT FUND (the "EMERGING COUNTRY DEBT FUND") is a
non-diversified portfolio that seeks high total return by investing primarily in
sovereign debt (bonds and loans) of countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe and Africa.
GMO CORE EMERGING COUNTRY DEBT FUND (the "CORE EMERGING COUNTRY DEBT FUND")
is a non- diversified portfolio that seeks high total return by investing
primarily in the most marketable sovereign debt (bonds and loans) of countries
in Asia, Latin America, the Middle East, Southern Europe, Eastern Europe and
Africa. The Core Emerging Country Debt Fund has not yet commenced operations.
ASSET ALLOCATION FUNDS
The Trust offers the following four asset allocation portfolios (the
"Allocation Funds"). The Allocation Funds operate as "funds-of-funds" in that,
pursuant to management provided by the Manager, these Funds make investments in
other Funds of the Trust. Please see the relevant Fund description under
"Investment Objectives and Policies" for greater detail concerning the benchmark
indices referenced below.
GMO INTERNATIONAL EQUITY ALLOCATION FUND (the "INTERNATIONAL EQUITY
ALLOCATION FUND") is a diversified portfolio that seeks a total return greater
than the return of the EAFE-lite Extended Index benchmark. The Fund will pursue
its objective by investing to varying extents in Class III Shares of the
International Core Fund, Currency Hedged International Core Fund, International
Small Companies Fund, Japan Fund and Emerging Markets Fund.
GMO GLOBAL EQUITY ALLOCATION FUND (the"GLOBAL EQUITY ALLOCATION FUND") is a
diversified portfolio that seeks a total return greater than the return of the
World- lite Extended Index benchmark. The Fund will pursue its objective by
investing to varying extents in Class III Shares of the Core Fund, Growth
Allocation Fund, Value Allocation Fund, Fundamental Value Fund, Core II
Secondaries Fund, International Core Fund, Currency Hedged International Core
Fund, International Small Companies Fund, Japan Fund and Emerging Markets Fund.
GMO WORLD EQUITY ALLOCATION FUND (the "U.S. WORLD EQUITY ALLOCATION FUND")
is a diversified portfolio that seeks a total return greater than the return of
the GMO Global Index benchmark. The Fund will pursue its objective by investing
to varying extents in Class III Shares of the Core Fund, Growth Allocation Fund,
Value Allocation Fund, Fundamental Value Fund, Core II Secondaries Fund,
International Core Fund, Currency Hedged International Core Fund, International
Small Companies Fund, Japan Fund and Emerging Markets Fund.
GMO GLOBAL BALANCED ALLOCATION FUND (the "GLOBAL BALANCED ALLOCATION FUND")
is a diversified portfolio that seeks a total return greater than the return of
the GMO Global Balanced Index benchmark. The Fund will pursue its objective by
investing to varying extents in Class III Shares of the Core Fund, Growth
Allocation Fund, Value Allocation Fund, Fundamental Value Fund, Core II
Secondaries Fund, International Core Fund, Currency Hedged International Core
Fund, International Small Companies Fund, Japan Fund, Emerging Markets Fund,
Domestic Bond Fund, International Bond Fund, Currency Hedged International Bond
Fund and Emerging Country Debt Fund.
- --------------------------------------------------------------------------------
Investors should consider the risks associated with an investment in the
Funds. For information concerning the types of investment practices in which a
particular Fund may engage, see "Investment Objectives and Policies". For more
information concerning such investment practices and their associated risks, see
"Descriptions and Risks of Fund Investment Practices".
- --------------------------------------------------------------------------------
CLASS ELIGIBILITY
CLASS III, CLASS IV, CLASS V AND CLASS VI SHARES:
GMO provides direct client service and reporting to owners of Class III,
Class IV, Class V and Class VI Shares. These clients of Core Fund, International
Core Fund or Emerging Markets Fund must have invested at least $35 million with
GMO (and substantially more to be eligible for Class IV, Class V and Class VI
Shares). Class eligibility requirements for existing clients of GMO as of May
31, 1996 are governed by special rules described later in this Prospectus.
Class III Shares. Class III Shares are available to any investor who (i) has at
least $7 million under the management of GMO as of May 31, 1996, (ii)
contributes at least $35 million to any investment managed by GMO after May 31,
1996, or (iii) after an investment, has a total investment managed by GMO of at
least $35 million. See "Multiple Classes - Eligibility for Classes" and
"Multiple Classes - Conversions Between Classes" for full details of the
eligibility criteria for the Class III Shares and for an explanation of how
conversions between classes will occur. Investors in Class III Shares will
receive client service and reporting directly from the Manager, and their shares
will bear a Shareholder Service Fee equal to 0.15% of Class III Share average
net assets. Note: Class III Shares are simply
4
a redesignation of the single class of shares that has been offered by each Fund
since inception. Class III Shares bear the same rate of total operating expenses
as they had before the redesignation, but GMO's fees now consist of two
components - a management fee for investment advisory and related services and a
Shareholder Service Fee for client servicing and reporting activities. See
"Schedule of Fees and Expenses."
Class IV, Class V and Class VI Shares. Three additional classes of shares are
available for each of the Core Fund, International Core Fund and Emerging
Markets Fund to accommodate clients who have very large amounts under GMO's
management. Class IV, V and VI Shares bear substantially lower Shareholder
Service Fees than Class III Shares to reflect the lower cost of servicing such
large accounts as a percentage of assets. See "Multiple Classes Eligibility for
Classes" and "Multiple Classes - Conversions Between Classes" for full details
of the eligibility criteria for the Class IV, V and VI Shares and for an
explanation of how conversions between classes will occur.
Purchasers of Shares of Classes III, IV, V and VI should follow purchase
instructions for such classes described under "Purchase of Shares" and direct
questions to GMO Shareholder Services at (617) 330-7500.
CLASS I AND CLASS II SHARES:
Recognizing that institutional and individual investors with a total amount
under the management of GMO of less than $35 million have different client
service and reporting needs than larger client relationships, GMO has created
the GMO Funds Division ("GMO Funds"). GMO Funds has been created to offer mutual
fund products (including asset allocation funds) to investors with $1 million to
$35 million under management, while at the same time delivering institutional
quality client services to such investors, including professional and
informative reporting, personal and electronic access to Fund information and
access to meaningful analysis and explanation.
Class I Shares. Class I Shares are available to any investor who (i) contributes
between $1 million and $10 million to any investment managed by GMO after May
31, 1996, or (ii) after an investment, has a total investment managed by GMO of
between $1 million and $10 million. See "Multiple Classes - Eligibility for
Classes" and "Multiple Classes - Conversions Among Classes" for full details of
the eligibility criteria for the various classes and an explanation of how
conversions between classes will occur. Class I Shares will receive client
service and reporting by GMO Funds and will bear a Shareholder Service Fee of
0.28% (or 0.06% higher than such fee for Class II Shares) to reflect the costs
of servicing accounts of this size.
Class II Shares. Class II Shares are available to any investor who (i)
contributes between $10 million and $35 million to any investment managed by GMO
after May 31, 1996, (ii) after an investment, has a total investment managed by
GMO of between $10 million and $35 million, or (iii) has at least $1 million but
less than $7 million under the management of GMO as of May 31, 1996. See
"Multiple Classes - Eligibility for Classes" and "Multiple Classes - Conversions
Between Classes" for full details of the eligibility criteria for the various
classes and an explanation of how conversions between classes will occur. Class
II Shares will receive client service and reporting from GMO Funds and will bear
a Shareholder Service Fee of 0.22% (or 0.07% higher than such fee for the Class
III Shares) to reflect the costs of servicing accounts of this size. Purchasers
of Class I and Class II Shares should follow purchase instructions for such
classes described under "Purchase of Shares" and direct questions to GMO Funds
at (617) 790-5000.
5
TABLE OF CONTENTS
SCHEDULE OF FEES AND EXPENSES............................................... 8
FINANCIAL HIGHLIGHTS........................................................ 19
INVESTMENT OBJECTIVES AND POLICIES.......................................... 29
DOMESTIC EQUITY FUNDS.................................................. 29
Core Fund..................................................... 29
Tobacco-Free Core Fund........................................ 29
Value Allocation Fund......................................... 30
Growth Allocation Fund........................................ 31
U.S. Sector Allocation Fund................................... 31
Core II Secondaries Fund...................................... 32
Fundamental Value Fund........................................ 32
Conservative Equity Fund...................................... 33
REIT Fund..................................................... 34
INTERNATIONAL EQUITY FUNDS............................................. 34
International Core Fund....................................... 35
Currency Hedged International Core Fund....................... 35
Foreign Fund.................................................. 36
International Small Companies Fund ........................... 37
Japan Fund.................................................... 38
Emerging Markets Fund......................................... 38
FIXED INCOME FUNDS..................................................... 40
Short-Term Income Fund........................................ 40
Domestic Bond Fund............................................ 44
Global Hedged Equity Fund..................................... 41
International Bond Fund....................................... 44
Currency Hedged International Bond Fund....................... 45
Global Bond Fund.............................................. 45
Emerging Country Debt Fund.................................... 46
Core Emerging Country Debt Fund............................... 47
ASSET ALLOCATION FUNDS................................................. 48
International Equity Allocation Fund.......................... 48
World Equity Allocation Fund.................................. 49
Global Equity Allocation Fund................................. 49
Global Balanced Allocation Fund............................... 49
DESCRIPTIONS AND RISKS OF FUND
INVESTMENT PRACTICES................................................... 51
Portfolio Turnover..................................................... 51
Diversified and Non-Diversified Portfolios............................. 51
Certain Risks of Foreign Investments................................... 51
General ...................................................... 51
Emerging Markets.............................................. 51
Securities Lending..................................................... 52
Depository Receipts........................................... 52
Convertible Securities................................................. 52
Futures and Options.................................................... 52
Options ...................................................... 53
Writing Covered Options....................................... 53
Futures ...................................................... 54
Index Futures................................................. 55
Interest Rate Futures......................................... 55
Options on Futures Contracts.................................. 55
Uses of Options, Futures and Options on Futures
............................................................. 55
Risk Management............................................... 55
Hedging ...................................................... 56
Investment Purposes........................................... 56
Synthetic Sales and Purchases................................. 56
Swap Contracts and Other Two-Party Contracts........................... 56
Swap Contracts................................................ 57
Interest Rate and Currency Swap Contracts..................... 57
Equity Swap Contracts and Contracts for
Differences........................................... 57
Interest Rate Caps, Floors and Collars........................ 58
Foreign Currency Transactions ......................................... 58
Repurchase Agreements.................................................. 59
Debt and Other Fixed Income Securities Generally....................... 59
Temporary High Quality Cash Items...................................... 59
U.S. Government Securities and Foreign
Government Securities................................................ 59
Mortgage-Backed and Other Asset-Backed
Securities........................................................... 60
Collateralized Mortgage Obligations
("CMOs"); Strips and Residuals.............................. 60
Adjustable Rate Securities............................................. 60
Lower Rated Securities................................................. 61
Brady Bonds............................................................ 61
Zero Coupon Securities................................................. 61
Indexed Securities..................................................... 61
Firm Commitments....................................................... 62
Loans, Loan Participations and Assignments............................. 62
Reverse Repurchase Agreements and Dollar
Roll Agreements...................................................... 62
Illiquid Securities.................................................... .6
Special Allocation Fund Considerations................................. 64
MULTIPLE CLASSES............................................................ 65
Shareholder Service Fees............................................... 65
Eligibility for Classes................................................ 65
Conversions Between Classes............................................ 66
PURCHASE OF SHARES.......................................................... 67
Purchase Procedures.................................................... 68
REDEMPTION OF SHARES........................................................ 69
DETERMINATION OF NET ASSET VALUE............................................ 71
DISTRIBUTIONS............................................................... 71
TAXES....................................................................... 71
Withholding on Distributions to Foreign Investors...................... 72
Foreign Tax Credits.................................................... 72
Loss of Regulated Investment Company Status............................ 72
MANAGEMENT OF THE TRUST..................................................... 72
ORGANIZATION AND CAPITALIZATION
OF THE TRUST........................................................... 74
Appendix A.................................................................. 76
RISKS AND LIMITATIONS OF OPTIONS,
FUTURES AND SWAPS........................................................... 76
Limitations on the Use of Options and Futures
Portfolio Strategies.................................................. 76
Risk Factors in Options Transactions................................... 76
Risk Factors in Futures Transactions................................... 76
Risk Factors in Swap Contracts, OTC Options
and other Two-Party Contracts........................................ 77
Additional Regulatory Limitations on the Use
of Futures and Related Options, Interest Rate
Floors, Caps and Collars and Interest Rate
and Currency Swap Contracts........................................ 78
Appendix B.................................................................. 79
COMMERCIAL PAPER AND CORPORATE DEBT
RATINGS................................................................ 79
Commercial Paper Ratings .............................................. 79
Corporate Debt Ratings................................................. 79
Standard & Poor's Corporation.......................................... 79
Moody's Investors Service, Inc......................................... 79
6
SCHEDULE OF FEES AND EXPENSES
<TABLE>
<CAPTION>
Shareholder
GMO Fund Name Transaction Expenses Annual Operating Expenses
Cash Purchase Redemption
Premium (as a Fees (as a Mgmt. Share-
percentage of percentage of Fees after holder Total
amount amount Fee Service Other Operating
invested)1 redeemed)1 Waiver3 Fee2 Expenses3 Expenses3
DOMESTIC EQUITY FUNDS
<S> <C> <C> <C> <C> <C> <C>
Core Fund
Class I .14%4 None .30% .28% .03% .61%
Class II .14%4 None .30% .22% .03% .55%
Class III .14%4 None .30% .15% .03% .48%
Class IV .14%4 None .30% .12% .03% .45%
Class V .14%4 None .30% .09% .03% .42%
Class VI .14%4 None .30% .07% .03% .40%
Tobacco-Free Core Fund
Class I .14%4 None .15% .28% .18% .61%
Class II .14%4 None .15% .22% .18% .55%
Class III .14%4 None .15% .15% .18% .48%
Value Allocation Fund
Class I .14%4 None .41% .28% .05% .74%
Class II .14%4 None .41% .22% .05% .68%
Class III .14%4 None .41% .15% .05% .61%
Growth Allocation Fund
Class I .14%4 None .28% .28% .05% .61%
Class II .14%4 None .28% .22% .05% .55%
Class III .14%4 None .28% .15% .05% .48%
U.S. Sector Allocation Fund
Class I .14%4 None .27% .28% .06% .61%
Class II .14%4 None .27% .22% .06% .55%
Class III .14%4 None .27% .15% .06% .48%
</TABLE>
<TABLE>
<CAPTION>
Examples
You would pay the
following expenses on a
$1,000 investment
assuming 5% annual You would pay the
return with redemption following expenses on the
the end of each time same investment assuming
period: no redemption:
1 Yr. 3 Yr.5 Yr. 10Yr. 1 Yr. 3 Yr.5 Yr. 10Yr.
DOMESTIC EQUITY FUNDS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Core Fund
Class I $8 $21 $35 $78 $8 $21 $35 $78
Class II $7 $19 $32 $70 $7 $19 $32 $70
Class III $6 $17 $28 $62 $6 $17 $28 $62
Class IV $6 $16 $27 $58 $6 $16 $27 $58
Class V $6 $15 $25 $54 $6 $15 $25 $54
Class VI $5 $14 $24 $52 $5 $14 $24 $52
Tobacco-Free Core Fund
Class I $8 $21 $35 $78 $8 $21 $35 $78
Class II $7 $19 $32 $70 $7 $19 $32 $70
Class III $6 $17 $28 $62 $6 $17 $28 $62
Value Allocation Fund
Class I $9 $25 $42 $93 $9 $25 $42 $93
Class II $8 $23 $39 $86 $8 $23 $39 $86
Class III $8 $21 $35 $78 $8 $21 $35 $78
Growth Allocation Fund
Class I $8 $21 $35 $78 $8 $21 $35 $78
Class II $7 $19 $32 $70 $7 $19 $32 $70
Class III $6 $17 $28 $62 $6 $17 $28 $62
U.S. Sector Allocation Fund
Class I $8 $21 $35 $78 $8 $21 $35 $78
Class II $7 $19 $32 $70 $7 $19 $32 $70
Class III $6 $17 $28 $62 $6 $17 $28 $62
</TABLE>
-8-
<TABLE>
<CAPTION>
Shareholder
GMO Fund Name Transaction Expenses Annual Operating Expenses
Cash Purchase Redemption
Premium (as a Fees (as a Mgmt. Share-
percentage of percentage of Fees after holder Total
amount amount Fee Service Other Operating
invested)1 redeemed)1 Waiver3 Fee2 Expenses3 Expenses3
Core II Secondaries Fund
<S> <C> <C> <C> <C> <C> <C>
Class I .50%4 .50%4 .22% .28% .11% .61%
Class II .50%4 .50%4 .22% .22% .11% .55%
Class III .50%4 .50%4 .22% .15% .11% .48%
Fundamental Value Fund
Class I .15%4 None .55% .28% .05% .88%
Class II .15%4 None .55% .22% .05% .82%
Class III .15%4 None .55% .15% .05% .75%
Conservative Equity Fund
Class I .14%4 None .14% .28% .19%11 .61%
Class II .14%4 None .14% .22% .19%11 .55%
Class III .14%4 None .14% .15% .19%11 .48%
REIT Fund
Class I .75%4 .75%4 .34% .28% .20%11 .82%
Class II .75%4 .75%4 .34% .22% .20%11 .76%
Class III .75%4 .75%4 .34% .15% .20%11 .69%
International Equity Funds
International Core Fund
Class I .60%4 None .46%13 .28% .09% .83%13,14
Class II .60%4 None .46%13 .22% .09% .77%13,14
Class III .60%4 None .46%13 .15% .09% .70%13,14
Class IV .60%4 None .46%13 .11% .09% .66%13,14
Class V .60%4 None .46%13 .07% .09% .62%13,14
Class VI .60%4 None .46%13 .04% .09% .59%13,14
</TABLE>
<TABLE>
<CAPTION>
Examples
You would pay the
following expenses on a
$1,000 investment
assuming 5% annual You would pay the
return with redemption at following expenses on the
the end of each time same investment assuming
period: no redemption:
1 Yr. 3 Yr.5 Yr. 10Yr. 1 Yr. 3 Yr.5 Yr. 10Yr.
Core II Secondaries Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class I $16 $30 $45 $88 $11 $24 $39 $81
Class II $16 $28 $42 $81 $11 $23 $36 $74
Class III $15 $26 $38 $73 $10 $20 $32 $65
Fundamental Value Fund
Class I $10 $30 $50 $110 $10 $30 $50 $110
Class II $10 $28 $47 $103 $10 $28 $47 $100
Class III $9 $25 $43 $94 $9 $25 $43 $94
Conservative Equity Fund
Class I $8 $21 $8 $21
Class II $7 $19 $7 $19
Class III $6 $17 $6 $17
REIT Fund
Class I $24 $42 $16 $33
Class II $23 $40 $15 $32
Class III $22 $38 $15 $29
International Equity Funds
International Core Fund
Class I $14 $32 $52 $108 $14 $32 $52 $108
Class II $14 $30 $49 $101 $14 $30 $49 $101
Class III $13 $28 $45 $93 $13 $28 $45 $93
Class IV $13 $27 $43 $88 $13 $27 $43 $88
Class V $12 $26 $40 $83 $12 $26 $40 $83
Class VI $12 $25 $39 $79 $12 $25 $39 $79
</TABLE>
-9-
<TABLE>
<CAPTION>
Shareholder
GMO Fund Name Transaction Expenses Annual Operating Expenses
Cash Purchase Redemption
Premium (as a Fees (as a Mgmt. Share-
percentage of percentage of Fees after holder Total
amount amount Fee Service Other Operating
invested)1 redeemed)1 Waiver3 Fee2 Expenses3 Expenses3
Currency Hedged
International Core Fund
<S> <C> <C> <C> <C> <C> <C>
Class I .60%4 None .41% .28% .13%11 .82%
Class II .60%4 None .41% .22% .13%11 .76%
Class III .60%4 None .41% .15% .13%11 .69%
Foreign Fund
Class I None None .42% .28% .18%11 .88%
Class II None None .42% .22% .18%11 .82%
Class III None None .42% .15% .18%11 .75%
International Small
Companies Fund
Class I 1.00%4 .60%4 .40% .28% .20%14 .88%14
Class II 1.00%4 .60%4 .40% .22% .20%14 .82%14
Class III 1.00%4 .60%4 .40% .15% .20%14 .75%14
Japan Fund
Class I .40%4 .70%4 .23%10 .28% .31% .82%10
Class II .40%4 .70%4 .23%10 .22% .31% .76%10
Class III .40%4 .70%4 .23%10 .15% .31% .69%10
Emerging Markets Fund
Class I 1.60%5 .40%5, 7 .76%15 .28% .37% 1.41%15
Class II 1.60%5 .40%5, 7 .76%15 .22% .37% 1.35%15
Class III 1.60%5 .40%5, 7 .76%15 .15% .37% 1.28%15
Class IV 1.60%5 .40%5, 7 .76%15 .10% .37% 1.23%15
Class V 1.60%5 .40%5, 7 .76%15 .05% .37% 1.18%15
Class VI 1.60%5 .40%5, 7 .76%15 .02% .37% 1.15%15
</TABLE>
<TABLE>
<CAPTION>
Examples
You would pay the
following expenses on a
$1,000 investment
assuming 5% annual You would pay the
return with redemption following expenses on the
the end of each time same investment assuming
period: no redemption:
1 Yr. 3 Yr.5 Yr. 10Yr. 1 Yr. 3 Yr.5 Yr. 10Yr.
Currency Hedged
International Core Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class I $14 $32 $14 $32
Class II $14 $30 $14 $30
Class III $13 $28 $13 $28
Foreign Fund
Class I $9 $28 $9 $28
Class II $8 $26 $8 $26
Class III $8 $24 $8 $24
International Small
Companies Fund
Class I $25 $44 $66 $126 $19 $38 $58 $117
Class II $24 $43 $62 $119 $18 $36 $55 $110
Class III $24 $40 $59 $111 $18 $34 $51 $102
Japan Fund
Class I $20 $38 $58 $115 $12 $30 $49 $105
Class II $19 $36 $55 $108 $12 $28 $46 $98
Class III $18 $34 $51 $100 $11 $26 $42 $90
Emerging Markets Fund
Class I $34 $64 $97 $188 $30 $60 $92 $182
Class II $34 $62 $94 $182 $30 $58 $89 $176
Class III $33 $60 $90 $174 $29 $56 $85 $168
Class IV $32 $59 $87 $168 $28 $54 $83 $163
Class V $32 $57 $85 $163 $28 $53 $80 $157
Class VI $32 $56 $83 $159 $28 $52 $78 $154
</TABLE>
-10-
<TABLE>
<CAPTION>
Shareholder
GMO Fund Name Transaction Expenses Annual Operating Expenses
Cash Purchase Redemption
Premium (as a Fees (as a Mgmt. Share-
percentage of percentage of Fees after holder Total
amount amount Fee Service Other Operating
invested)1 redeemed)1 Waiver3 Fee2 Expenses3 Expenses3
FIXED INCOME FUNDS
Short-Term Income Fund
<S> <C> <C> <C> <C> <C> <C>
Class III None None .00%12 .15% .05% .20%12
Global Hedged Equity Fund
Class I .50%4 1.40%6 .44% .28% .19% .91%
Class II .50%4 1.40%6 .44% .22% .19% .85%
Class III .50%4 1.40%6 .44% .15% .19% .78%
Domestic Bond Fund
Class I None None .04% .28% .06% .38%
Class II None None .04% .22% .06% .32%
Class III None None .04% .15% .06% .25%
International Bond Fund
Class I .15%5 None .12% .28% .13% .53%
Class II .15%5 None .12% .22% .13% .47%
Class III .15%5 None .12% .15% .13% .40%
Currency Hedged International
Bond Fund
Class I .15%5 None .11% .28% .14% .53%
Class II .15%5 None .11% .22% .14% .47%
Class III .15%5 None .11% .15% .14% .40%
Global Bond Fund
Class I .15%5 None .00% .28% .19%11 .47%
Class II .15%5 None .00% .22% .19%11 .41%
Class III .15%5 None .00% .15% .19%11 .34%
</TABLE>
<TABLE>
<CAPTION>
Examples
You would pay the
following expenses on a
$1,000 investment
assuming 5% annual You would pay the
return with redemption following expenses on the
the end of each time same investment assuming
period: no redemption:
1 Yr. 3 Yr.5 Yr. 10Yr. 1 Yr. 3 Yr.5 Yr. 10Yr.
Fixed Income Funds
Short-Term Income Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class III $2 $6 $11 $26 $2 $6 $11 $26
Global Hedged Equity Fund
Class I $29 $50 $72 $137 $14 $34 $55 $116
Class II $28 $48 $69 $130 $14 $32 $52 $109
Class III $27 $46 $65 $122 $13 $30 $48 $101
Domestic Bond Fund
Class I $4 $12 $21 $48 $4 $12 $21 $48
Class II $3 $10 $18 $41 $3 $10 $18 $41
Class III $3 $8 $14 $32 $3 $8 $14 $32
International Bond Fund
Class I $7 $18 $31 $68 $7 $18 $31 $68
Class II $6 $17 $28 $61 $6 $17 $28 $61
Class III $6 $14 $24 $52 $6 $14 $24 $52
Currency Hedged International
Bond Fund
Class I $7 $18 $31 $68 $7 $18 $31 $68
Class II $6 $17 $28 $61 $6 $17 $28 $61
Class III $6 $14 $24 $52 $6 $14 $24 $52
Global Bond Fund
Class I $6 $17 $28 $61 $6 $17 $28 $61
Class II $6 $15 $24 $53 $6 $15 $24 $53
Class III $5 $12 $21 $45 $5 $12 $21 $45
</TABLE>
-11-
<TABLE>
<CAPTION>
Shareholder
GMO Fund Name Transaction Expenses Annual Operating Expenses
Cash Purchase Redemption
remium (as a Fees (as a Mgmt. Share-
percentage of percentage of Fees holder Total
amount amount after Fee Service Other Operating
invested)1 redeemed)1 Waiver3 Fee2 Expenses3 Expenses3
Emerging Country Debt Fund
<S> <C> <C> <C> <C> <C> <C>
Class I .50%5 .25%5, 8 .30%9 .28% .16% .74%9
Class II .50%5 .25%5, 8 .30%9 .22% .16% .68%9
Class III .50%5 .25%5, 8 .30%9 .15% .16% .61%9
Core Emerging Country
Debt Fund
Class I .40%5 None .00% .28% .30%11 .58%
Class II .40%5 None .00% .22% .30%11 .52%
Class III .40%5 None .00% .15% .30%11 .45%
Asset Allocation Funds
International Equity Allocation
Fund
Class I None16 None16 .00%17 .13%17 .11%11,17 .24%17
Class II None16 None16 .00%17 .07%17 .11%11,17 .18%17
Global Equity Allocation Fund
Class I None16 None16 .00%17 .13%17 .11%11,17 .24%17
Class II None16 None16 .00%17 .07%17 .11%11,17 .18%17
World Equity Allocation Fund
Class I None16 None16 .00%17 .13%17 .11%11,17 .24%17
Class II None16 None16 .00%17 .07%17 .11%11,17 .18%17
Global Balanced Allocation
Fund
Class I None16 None16 .00%17 .13%17 .11%11,17 .24%17
Class II None16 None16 .00%17 .07%17 .11%11,17 .18%17
</TABLE>
<TABLE>
<CAPTION>
Examples
You would pay the
following expenses on a
$1,000 investment
assuming 5% annual You would pay the
return with redemption following expenses on the
the end of each time same investment assuming
period: no redemption:
1 Yr. 3 Yr.5 Yr. 10Yr. 1 Yr. 3 Yr.5 Yr. 10Yr.
Emerging Country Debt Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class I $15 $31 $49 $100 $13 $29 $46 $96
Class II $15 $29 $46 $93 $12 $27 $43 $89
Class III $14 $27 $42 $85 $11 $24 $39 $81
Core Emerging Country
Debt Fund
Class I $10 $23 $10 $23
Class II $9 $21 $9 $21
Class III $9 $18 $9 $18
Asset Allocation Funds
International Equity Allocation
Fund
Class I $2 $8 $2 $8
Class II $2 $6 $2 $6
Global Equity Allocation Fund
Class I $2 $8 $2 $8
Class II $2 $6 $2 $6
World Equity Allocation Fund
Class I $2 $8 $2 $8
Class II $2 $6 $2 $6
Global Balanced Allocation
Fund
Class I $2 $8 $2 $8
Class II $2 $6 $2 $6
</TABLE>
-12-
NOTES TO SCHEDULE OF FEES AND EXPENSES
1. Purchase premiums and redemption fees apply only to cash transactions
as set forth under "Purchase of Shares" and "Redemption of Shares"
respectively. These fees are paid to and retained by the Fund itself
and are employed to allocate transaction costs caused by shareholder
activity to the shareholder generating the activity, rather than to the
Fund as a whole. As described in greater detail in footnote 5 below,
for certain Funds the Manager may waive purchase premiums and/or
redemption fees if the Manager determines there are minimum brokerage
and/or other transaction costs caused by the purchase or occur under
redemption.
Normally, no purchase premium is charged with respect to in-kind
purchases of Fund shares. However, in the case of in-kind purchases
involving transfers of large positions in markets where the costs of
re-registration and/or other transfer expenses are high, the
International Core Fund, Currency Hedged International Core Fund,
International Small Companies Fund, Japan Fund and Global Hedged Equity
Fund may each charge a premium of 0.10% and the Emerging Markets Fund
may charge a premium of 0.20%.
2. Shareholder Service Fee ("SSF") paid to GMO for providing client
services and reporting services. For Class III Shares, the SSF is .15%
of daily net assets. Class III Shares are simply a redesignation of the
single class of shares that has been offered by each Fund since
inception. Total Operating Expenses for Class III Shares are capped at
the same levels as for the single class of shares that existed prior to
such redesignation and the creation of additional classes. The expense
caps are detailed in footnote 3 below. Class III Shares are the
continuation of the original class of GMO Funds, with total expense
levels unchanged.
The level of SSF is the sole economic distinction between the various
classes of Fund shares. A lower SSF for larger investments reflects
that the cost of servicing client accounts is lower for larger accounts
when expressed as a percentage of the account.
See "Multiple Classes - Shareholder Service Fees" for more information.
3. The Manager has voluntarily undertaken to reduce its management fees
and to bear certain expenses with respect to each Fund (except for the
Asset Allocation Funds, for which the Manager does not directly charge
any management fee and thus does not directly waive any fees or
expenses) until further notice to the extent that a Fund's total annual
operating expenses (excluding Shareholder Service Fees, brokerage
commissions, hedging transaction fees, extraordinary expenses
(including taxes), securities lending fees and expenses and transfer
taxes; and, in the case of the Emerging Markets Fund, Emerging Country
Debt Fund and Global Hedged Equity Fund, excluding custodial fees)
would otherwise exceed the percentage of that Fund's daily net assets
specified otherwise exceed the percentage of that Fund's daily net
assets specified below. Therefore, so long as the Manager agrees so to
reduce its fees and bear certain expenses, total annual operating
expenses (subject to such exclusions) of the Fund will not exceed these
stated limitations.
<TABLE>
<CAPTION>
Total Class
Voluntary Management Operating
Expense Fee (Absent Expenses
Fund Limit Waiver) (Absent Waiver)
<S> <C> <C> <C>
Core Fund
Class I .33% .525% .835%
Class II .33% .525% .775%
Class III .33% .525% .705%
Class IV .33% .525% .675%
</TABLE>
-13-
<TABLE>
<CAPTION>
Total Class
Voluntary Management Operating
Expense Fee (Absent Expenses
Fund Limit Waiver) (Absent Waiver)
<S> <C> <C> <C>
Class V .33% .525% .645%
Class VI .33% .525% .625%
Tobacco-Free Core Fund
Class I .33% .50% .96%
Class II .33% .50% .90%
Class III .33% .50% .83%
Value Allocation Fund
Class I .46% .70% 1.03%
Class II .46% .70% .97%
Class III .46% .70% .90%
Growth Allocation Fund
Class I .33% .50% .83%
Class II .33% .50% .77%
Class III .33% .50% .70%
U.S. Sector Allocation Fund
Class I .33% .49% .83%
Class II .33% .49% .77%
Class III .33% .49% .70%
Core II Secondaries Fund
Class I .33% .50% .89%
Class II .33% .50% .83%
Class III .33% .50% .76%
Fundamental Value Fund
Class I .60% .75% 1.08%
Class II .60% .75% 1.02%
Class III .60% .75% .95%
Conservative Equity Fund
Class I .33% .48% .95%
Class II .33% .48% .89%
Class III .33% .48% .82%
</TABLE>
-14-
<TABLE>
<CAPTION>
Total Class
Voluntary Management Operating
Expense Fee (Absent Expenses
Fund Limit Waiver) (Absent Waiver)
REIT Fund
<S> <C> <C> <C>
Class I .54% .75% 1.23%
Class II .54% .75% 1.17%
Class III .54% .75% 1.10%
International Core Fund
Class I .55% .75% 1.13%
Class II .55% .75% 1.07%
Class III .55% .75% 1.00%
Class IV .55% .75% .96%
Class V .55% .75% .92%
Class VI .55% .75% .89%
Currency Hedged International Core Fund
Class I .54% .75% 1.16%
Class II .54% .75% 1.10%
Class III .54% .75% 1.03%
Foreign Fund
Class I .60% .75% 1.21%
Class II .60% .75% 1.15%
Class III .60% .75% 1.08%
International Small Companies Fund
Class I .60% 1.25% 1.73%
Class II .60% 1.25% 1.67%
Class III .60% 1.25% 1.60%
Japan Fund
Class I .54% .75% 1.34%
Class II .54% .75% 1.28%
Class III .54% .75% 1.21%
Emerging Markets Fund
Class I .81% 1.00% 1.65%
Class II .81% 1.00% 1.59%
Class III .81% 1.00% 1.52%
</TABLE>
-15-
<TABLE>
<CAPTION>
Total Class
Voluntary Management Operating
Expense Fee (Absent Expenses
Fund Limit Waiver) (Absent Waiver)
<S> <C> <C> <C>
Class IV .81% 1.00% 1.47%
Class V .81% 1.00% 1.42%
Class VI .81% 1.00% 1.39%
Short-Term Income Fund
Class III .05% .25% .45%
Global Hedged Equity Fund
Class I .50% .65% 1.12%
Class II .50% .65% 1.06%
Class III .50% .65% .99%
Domestic Bond Fund
Class I .10% .25% .59%
Class II .10% .25% .53%
Class III .10% .25% .46%
International Bond Fund
Class I .25% .40% .81%
Class II .25% .40% .75%
Class III .25% .40% .68%
Currency Hedged International Bond Fund
Class I .25% .50% .92%
Class II .25% .50% .86%
Class III .25% .50% .79%
Global Bond Fund
Class I .19% .35% .82%
Class II .19% .35% .76%
Class III .19% .35% .69%
Emerging Country Debt Fund
Class I .35% .50% .94%
Class II .35% .50% .88%
Class III .35% .50% .81%
</TABLE>
-16-
<TABLE>
<CAPTION>
Total Class
Voluntary Management Operating
Expense Fee (Absent Expenses
Fund Limit Waiver) (Absent Waiver)
Core Emerging Country Debt Fund
<S> <C> <C> <C>
Class I .30% .45% 1.03%
Class II .30% .45% .97%
Class III .30% .45% .90%
</TABLE>
4. After May 31, 1996, this purchase premium or redemption fee may not be
waived in any circumstance. Accordingly, the amount of the stated purchase
premium and/or redemption fee is lower than the premium or fee charged
prior to May 31, 1996, when the charges could be waived if, generally due
to off-setting transactions, a purchase or redemption resulted in minimal
brokerage and/or other transaction costs. The new approach allows all
purchasers or sellers to benefit proportionately by offsetting transactions
and other circumstances that mitigate transaction costs, rather than
tracking the savings back to the particular buyers and sellers, the
approach employed until May 31, 1996.
5. After May 31, 1996, the stated purchase premium and/or redemption fee will
always be charged in full except that the relevant purchase premium or
redemption fee will be reduced by 50% with respect to any portion of a
purchase or redemption that is offset by a corresponding redemption or
purchase, respectively, occurring on the same day. The Manager examines
each purchase and redemption of shares eligible for such treatment to
determine if circumstances exist to waive a portion of the purchase premium
or redemption fee. Absent a clear determination that transaction costs will
be reduced or absent for the purchase or redemption, the full premium or
fee will be charged.
6. May be reduced if it is not necessary to incur costs relating to the early
termination of hedging transactions to meet redemption requests.
7. Applies only to shares acquired on or after June 1, 1995 (including shares
acquired by reinvestment of dividends or other distributions on or after
such date).
-17-
8. Applies only to shares acquired on or after July 1, 1995 (including shares
acquired by reinvestment of dividends or other distributions on or after
such date).
9. Figure based on actual expenses for the fiscal year ended February 29,
1996, but restated to give effect to a change in the fee waiver and/or
expense limitation of the Fund, which change was effective as of March 1,
1996.
10. Figure based on actual expenses for the fiscal year ended February 29,
1996, but restated to give effect to a change in the fee waiver and/or
expense limitation of the Fund, which change was effective as of March 14,
1996.
11. Based on estimated amounts for the Fund's first fiscal year.
12. Figure based on actual expenses for the fiscal year ended February 29,
1996, but restated to give effect to a change in the fee waiver and/or
expense limitation of the Fund, which change was effective as of February
7, 1996.
13. Figure based on actual expenses for the fiscal year ended February 29,
1996, but restated to give effect to a change in the fee waiver and/or
expense limitation of the Fund, which change was effective as of June 27,
1995.
14. Restated to exclude a non-recurring expense incurred during the fiscal
year ended February 29, 1996.
15. Figure based on actual expenses for the fiscal year ended February 29,
1996, but restated to give effect to a change in the fee waiver and/or
expense limitation of the Fund, which change was effective as of May 31,
1996.
16. Asset Allocation Funds invest substantially all of their assets in other
Funds of the Trust (referred to here as "underlying Funds"). Therefore,
although none of the Asset Allocation Funds directly charge a purchase
premium or redemption fee, the Asset Allocation Funds will indirectly bear
the purchase premiums and redemption fees charged, if any, in connection
with purchases or redemptions, as the case may be, of shares of the
underlying Funds. For more information concerning which underlying Funds a
particular Asset Allocation Fund may invest in, see "Investment Objectives
and Policies -- Asset Allocation Funds."
17. Asset Allocation Funds invest substantially all of their assets in other
Funds of the Trust (referred to here as "underlying Funds"). Therefore, in
addition to the fees and expenses directly incurred by the Asset Allocation
Funds (which are shown in the Schedule of Fees and Expenses), the Asset
Allocation Funds will also incur fees and expenses indirectly as
shareholders of the underlying Funds. Because the underlying Funds have
varied expense and fee levels and the Allocation Funds may own different
proportions of underlying Funds at different times, the amount of fees and
expenses indirectly incurred by the Asset Allocation Funds will vary. The
Manager believes that, under normal market conditions, the total amount of
fees and expenses that will be indirectly incurred by the Asset Allocation
Funds because of investment in underlying Funds will fall within the ranges
set forth below:
Fund Low Typical High
---- --- ------- ----
International Equity Allocation Fund .76% .83% .89%
Global Equity Allocation Fund .68% .75% .85%
World Equity Allocation Fund .57% .63% .74%
Global Balanced Allocation Fund .48% .57% .69%
Where a purchase premium and/or redemption fee is indicated as being charged by
a Fund in certain instances, the foregoing examples assume the payment of such
purchase premium and/or redemption fee even though such purchase premium and/or
redemption fee is not applicable in all cases. (See "Purchase of Shares" and
"Redemption of Shares").
Unless otherwise noted, Annual Operating Expenses shown are actual expenses for
the year ended February 29, 1996.
The purpose of the foregoing tables is to assist in understanding the
various costs and expenses of each Fund that are borne by holders of Fund
shares. THE FIVE PERCENT ANNUAL RETURN AND EXPENSE NUMBERS USED ARE NOT
REPRESENTATIONS OF FUTURE PERFORMANCE OR EXPENSES: SUBJECT TO THE MANAGER'S
UNDERTAKING TO WAIVE ITS FEE AND/OR BEAR CERTAIN EXPENSES FOR EACH FUND AS
DESCRIBED IN THE FOREGOING TABLES, ACTUAL PERFORMANCE AND/OR EXPENSES MAY BE
MORE OR LESS THAN SHOWN.
-18-
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
DOMESTIC EQUITY FUNDS
CORE FUND YEAR ENDED FEBRUARY 28/29,
--------------------------------------------------------------------------------------------------------
Class III Shares
1996 1995 1994 1993 1992 19911 19901 19891 19881 19871
---- ---- ---- ---- ---- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $15.45 $15.78 $15.73 $15.96 $15.13 $13.90 $14.47 $13.43 $15.24 $12.64
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income (loss) from
investment operations:
Net investment income2 0.41 0.41 0.42 0.45 0.43 0.43 0.65 0.54 0.45 0.34
Net realized and
unrealized gain (loss)
on investments 5.49 0.66 1.59 1.13 1.55 1.74 2.43 0.96 (0.92) 3.15
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations 5.90 1.07 2.01 1.58 1.98 2.17 3.08 1.50 (0.47) 3.49
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions to
shareholders:
From net investment
income (0.42) (0.39) (0.43) (0.46) (0.42) (0.51) (0.70) (0.46) (0.38) (0.46)
From net realized gains (1.47) (1.01) (1.53) (1.35) (0.73) (0.43) (2.95) -.- (0.96) (0.43)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions (1.89) (1.40) (1.96) (1.81) (1.15) (0.94) (3.65) (0.46) (1.34) (0.89)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period $19.46 $15.45 $15.78 $15.73 $15.96 $15.13 $13.90 $14.47 $13.43 $15.24
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total Return3 39.08% 7.45% 13.36% 10.57% 13.62% 16.52% 21.19% 11.49% (3.20%) 28.89%
Ratios/Supplemental Data:
Net assets, end of
period (000's) $3,179,314 $2,309,248 $1,942,005 $1,892,955 $2,520,710 $1,613,945 $1,016,965 $1,222,115 $1,010,014 $909,394
Net expenses to average
daily net assets2 0.48% 0.48% 0.48% 0.49% 0.50% 0.50% 0.50% 0.50% 0.52% 0.53%
Net investment income to
average daily net
assets2 2.25% 2.63% 2.56% 2.79% 2.90% 3.37% 3.84% 4.02% 3.23% 3.06%
Portfolio turnover rate 77% 99% 40% 54% 39% 55% 72% 51% 46% 75%
</TABLE>
1 The per share amounts and the number of shares outstanding have been
restated to reflect a ten for one split effective December 31, 1990.
2 Net of fees and expenses voluntarily waived or borne by the Manager of $.01
per share for each period presented.
3 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
<TABLE>
<CAPTION>
TOBACCO - FREE CORE FUND YEAR ENDED FEBRUARY 28/29,
----------------------------------------------------------------
Class III Shares
1996 1995 1994 1993 19921
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $10.65 $11.07 $11.35 $10.50 $10.00
------ ------ ------ ------ ------
Income from investment operations:
Net investment income2 0.28 0.23 0.34 0.31 0.12
Net realized and unrealized gain
on investments 3.71 0.50 1.18 0.84 0.44
------ ------ ------ ------ ------
Total from investment operations 3.99 0.73 1.52 1.15 0.56
------ ------ ------ ------ ------
Less distributions to shareholders:
From net investment income (0.25) (0.28) (0.35) (0.30) (0.06)
From net realized gains (1.46) (0.87) (1.45) -.- -.-
------ ------ ------ ------ ------
Total distributions (1.71) (1.15) (1.80) (0.30) (0.06)
------ ------ ------ ------ ------
Net asset value, end of period $12.93 $10.65 $11.07 $11.35 $10.50
====== ====== ====== ====== ======
Total Return3 38.64% 7.36% 14.12% 11.20% 5.62%
Ratios/Supplemental Data:
Net assets, end of period (000's) $57,485 $47,969 $55,845 $85,232 $75,412
Net expenses to average daily net assets 20.48% 0.48% 0.48% 0.49% 0.49%4
Net investment income to average
daily net assets2 2.25% 2.52% 2.42% 2.88% 3.77%4
Portfolio turnover rate 81% 112% 38% 56% 0%
</TABLE>
1 For the period from the commencement of operations, October 31, 1991 to
February 29, 1992.
2 Net of fees and expenses voluntarily waived or borne by the Manager of
$.03, $.03, $.03, $.02 and $.01 per share for the fiscal years ended 1996,
1995, 1994, and 1993 and for the period ended February 29, 1992,
respectively.
3 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Annualized.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 19 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
VALUE ALLOCATION FUND YEAR ENDED FEBRUARY 28/29,
--------------------------------------------------------------------
Class III Shares
1996 1995 1994 1993 1992 19911
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.05 $13.48 $13.50 $12.94 $12.25 $10.00
------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income2 0.39 0.41 0.43 0.38 0.40 0.12
Net realized and unrealized gain
on investments 3.71 0.32 1.27 0.98 1.11 2.16
------ ------ ------ ------ ------ ------
Total from investment operations 4.10 0.73 1.70 1.36 1.51 2.28
------ ------ ------ ------ ------ ------
Less distributions to shareholders:
From net investment income (0.39) (0.45) (0.40) (0.38) (0.41) (0.03)
From net realized gains (1.51) (1.71) (1.32) (0.42) (0.41) -.-
------ ------ ------ ------ ------ ------
Total distributions (1.90) (2.16) (1.72) (0.80) (0.82) (0.03)
------ ------ ------ ------ ------ ------
Net asset value, end of period $14.25 $12.05 $13.48 $13.50 $12.94 $12.25
====== ====== ====== ====== ====== ======
Total Return3 35.54% 6.85% 13.02% 11.01% 12.96% 22.85%
Ratios/Supplemental Data:
Net assets, end of period (000's) $317,612 $350,694 $679,532 $1,239,536 $644,136 $190,664
Net expenses to average daily net assets2 0.61% 0.61% 0.61% 0.62% 0.67% 0.70%4
Net investment income to average
daily net assets2 2.66% 2.86% 2.70% 3.15% 3.75% 7.89%4
Portfolio turnover rate 65% 77% 35% 50% 41% 23%
</TABLE>
1 For the period from the commencement of operations, November 14, 1990 to
February 28, 1991.
2 Net of fees and expenses voluntarily waived or borne by the Manager of
$.02, $.02, $.02, $.01, $.01 and $.01 per share for the fiscal years ended
1996, 1995, 1994, 1993, and 1992 and for the period ended February 28,
1991, respectively.
3 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Annualized.
<TABLE>
<CAPTION>
GROWTH ALLOCATION FUND YEAR ENDED FEBRUARY 28/29,
-----------------------------------------------------------------------------
Class III Shares
1996 1995 1994 1993 1992 1991 1990 19891
---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $4.45 $4.14 $4.55 $5.82 $14.54 $12.64 $10.49 $10.00
----- ----- ----- ----- ------ ------ ------ ------
Income from investment operations:
Net investment income2 0.08 0.06 0.06 0.07 0.19 0.25 0.26 0.03
Net realized and unrealized gain
on investments 1.54 0.38 0.11 0.17 1.63 2.61 2.40 0.46
----- ----- ----- ----- ------ ------ ------ ------
Total from investment operations 1.62 0.44 0.17 0.24 1.82 2.86 2.66 0.49
----- ----- ----- ----- ------ ------ ------ ------
Less distributions to shareholders:
From net investment income (0.07) (0.06) (0.06) (0.08) (0.23) (0.25) (0.23) -.-
From net realized gains (0.35) (0.07) (0.52) (1.43) (10.31) (0.71) (0.28) -.-
----- ----- ----- ----- ------ ------ ------ ------
Total distributions (0.42) (0.13) (0.58) (1.51) (10.54) (0.96) (0.51) -.-
----- ----- ----- ----- ------ ------ ------ ------
Net asset value, end of period $5.65 $4.45 $4.14 $4.55 $5.82 $14.54 $12.64 $10.49
===== ===== ===== ===== ===== ====== ====== ======
Total Return3 37.77% 10.86% 4.13% 3.71% 20.47% 24.24% 25.35% 4.90%
Ratios/Supplemental Data:
Net assets, end of period (000's) $391,366 $239,006 $230,698 $168,143 $338,439 $1,004,345 $823,891 $291,406
Net expenses to average daily net assets 20.48% 0.48% 0.48% 0.49% 0.50% 0.50% 0.50% 0.08%
Net investment income to average
daily net assets2 1.54% 1.50% 1.38% 1.15% 1.38% 1.91% 2.34% 0.52%
Portfolio turnover rate 76% 139% 57% 36% 46% 45% 57% 0%
</TABLE>
1 For the period from the commencement of operations, December 28, 1988 to
February 28, 1989.
2 Net of fees and expenses voluntarily waived or borne by the Manager of less
than $.01 per share for each period presented.
3 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 20 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
U.S. SECTOR ALLOCATION FUND
Class III Shares YEAR ENDED FEBRUARY 28/29,
------------------------------------------------
1996 1995 1994 19931
---- ---- ---- -----
<S> <C> <C> <C> <C>
Net asset value, beginning of period $11.06 $11.26 $10.38 $10.00
------ ------ ------ ------
Income from investment operations:
Net investment income2 0.29 0.28 0.29 0.05
Net realized and unrealized
gain on investments 3.90 0.49 1.21 0.33
------ ------ ------ ------
Total from investment operations 4.19 0.77 1.50 0.38
------ ------ ------ ------
Less distributions to shareholders:
From net investment income (0.29) (0.27) (0.30) --.--
From net realized gains (1.33) (0.70) (0.32) --.--
------ ------ ------ ------
Total distributions (1.62) (0.97) (0.62) --.--
------ ------ ------ ------
Net asset value, end of period $13.63 $11.06 $11.26 $10.38
====== ====== ====== ======
Total Return3 38.90% 7.56% 14.64% 3.80%
Ratios/Supplemental Data:
Net assets, end of period (000's) $211,319 207,291 $167,028 $169,208
Net expenses to average
daily net assets2 0.48% 0.48% 0.48% 0.48%4
Net investment income to
average daily net assets2 2.27% 2.61% 2.56% 3.20%4
Portfolio turnover rate 84% 101% 53% 9%
</TABLE>
1 For the period from the commencement of operations, January 4, 1993 to
February 28, 1993.
2 Net of fees and expenses voluntarily waived or borne by the Manager of $.01
per share for each period presented.
3 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Annualized.
<TABLE>
<CAPTION>
CORE II SECONDARIES FUND YEAR ENDED FEBRUARY 28/29,
--------------------------------------------------------
Class III Shares
1996 1995 1994 1993 19921
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $13.61 $14.31 $12.68 $11.12 $10.00
------ ------ ------ ------ ------
Income from investment operations:
Net investment income2 0.23 0.20 0.21 0.22 0.04
Net realized and unrealized
gain on investments 3.20 0.34 2.14 1.59 1.08
------ ------ ------ ------ ------
Total from investment operations 3.43 0.54 2.35 1.81 1.12
------ ------ ------ ------ ------
Less distributions to shareholders:
From net investment income (0.23) (0.20) (0.22) (0.21) --.--
From net realized gains (2.92) (1.04) (0.50) (0.04) --.--
------ ------ ------ ------ ------
Total distributions (3.15) (1.24) (0.72) (0.25) --.--
------ ------ ------ ------ ------
Net asset value, end of period $13.89 $13.61 $14.31 $12.68 $11.12
====== ====== ====== ====== ======
Total Return3 27.18% 4.48% 18.97% 16.46% 11.20%
Ratios/Supplemental Data:
Net assets, end of period (000's) $231,533 $235,781 $151,286 $102,232 $58,258
Net expenses to average
daily net assets2 0.48% 0.48% 0.48% 0.49% 0.49%4
Net investment income to
average daily net assets2 1.67% 1.55% 1.66% 2.02% 2.19%4
Portfolio turnover rate 135% 54% 30% 3% 0%
</TABLE>
1 For the period from the commencement of operations, December 31, 1991 to
February 29, 1992.
2 Net of fees and expenses voluntarily waived or borne by the Manager of
$.02, $.01, $.02, $.02 and $.01 per share for the fiscal years ended 1996,
1995, 1994, and 1993 and for the period ended February 29, 1992,
respectively.
3 Calculation excludes subscription and redemption fees. The total returns
would have been lower had certain expenses not been waived during the
periods shown.
4 Annualized.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 21 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
FUNDAMENTAL VALUE FUND YEAR ENDED FEBRUARY 28/29,
--------------------------------------------------------------
Class III Shares
1996 1995 1994 1993 19921
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.54 $12.49 $11.71 $10.82 $10.00
------ ------ ------ ------ ------
Income from investment operations:
Net investment income2 0.37 0.34 0.27 0.30 0.11
Net realized and unrealized gain
on investments 3.26 0.55 1.64 1.32 0.77
------ ------ ------ ------ ------
Total from investment operations 3.63 0.89 1.91 1.62 0.88
------ ------ ------ ------ ------
Less distributions to shareholders:
From net investment income (0.37) (0.32) (0.28) (0.30) (0.06)
From net realized gains (0.76) (0.52) (0.85) (0.43) --
------ ------ ------ ------ ------
Total distributions (1.13) (0.84) (1.13) (0.73) (0.06)
------ ------ ------ ------ ------
Net asset value, end of period $15.04 $12.54 $12.49 $11.71 $10.82
====== ====== ====== ====== ======
Total Return3 29.95% 7.75% 16.78% 15.66% 8.87%
Ratios/Supplemental Data:
Net assets, end of period (000's) $212,428 $182,871 $147,767 $62,339 $32,252
Net expenses to average daily net assets 20.75% 0.75% 0.75% 0.73% 0.62%4
Net investment income to average
daily net assets2 2.61% 2.84% 2.32% 2.77% 3.43%4
Portfolio turnover rate 34% 49% 65% 83% 33%
</TABLE>
1 For the period from the commencement of operations, October 31, 1991 to
February 29, 1992.
2 Net of fees and expenses voluntarily waived or borne by the Manager of
$.01, $.01, $.01, $.03 and $.03 per share for the fiscal years ended 1996,
1995, 1994, and 1993 and for the period ended February 29, 1992,
respectively.
3 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Annualized.
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FUNDS
YEAR ENDED FEBRUARY 28/29,
-------------------------------------------------------------------------------------
INTERNATIONAL CORE FUND
Class III Shares
1996 1995 1994 1993 1992 1991 1990 1989 19881
---- ---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $22.32 $25.56 $18.51 $18.80 $18.73 $18.79 $17.22 $14.76 $15.00
------ ------ ------ ------ ------ ------ ------ ------ ------
Income (loss) from investment operations:
Net investment income2 0.36 0.27 0.29 0.29 0.29 0.55 0.49 0.45 0.18
Net realized and unrealized gain (loss)
on investments 3.09 (1.57) 7.44 (0.04) 0.22 0.69 1.93 3.37 (0.03)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations 3.45 (1.30) 7.73 0.25 0.51 1.24 2.42 3.82 0.15
------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions to shareholders:
From net investment income (0.39) (0.35) (0.27) (0.20) (0.28) (0.54) (0.55) (0.45) (0.05)
From net realized gains (0.76) (1.59) (0.41) (0.34) (0.16) (0.76) (0.30) (0.91) (0.34)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions (1.15) (1.94) (0.68) (0.54) (0.44) (1.30) (0.85) (1.36) (0.39)
------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of period $24.62 $22.32 $25.56 $18.51 $18.80 $18.73 $18.79 $17.22 $14.76
====== ====== ====== ====== ====== ====== ====== ====== ======
Total Return3 15.72% (5.31%) 42.10% 1.43% 2.84% 7.44% 13.99% 26.35% 1.07%
Ratios/Supplemental Data:
Net assets, end of period (000's) $4,538,036 $2,591,646 $2,286,431 $918,332 $414,341 $173,792 $101,376 $35,636 $11,909
Net expenses to average daily
net assets2 0.71%4 0.70% 0.71%4 0.70% 0.70% 0.78% 0.80% 0.88% 0.70%
Net investment income to average
daily net assets2 1.93% 1.48% 1.48% 2.36% 2.36% 3.32% 3.17% 3.19% 1.27%
Portfolio turnover rate 14% 53% 23% 23% 35% 81% 45% 37% 129%
</TABLE>
1 For the period from the commencement of operations, April 7, 1987 to
February 29, 1988.
2 Net of fees and expenses voluntarily waived or borne by the Manager of
$.03, $.03, $.03, $.03, $.02, $.01, $.02, $.05 and $.08 per share for the
fiscal years ended 1996, 1995, 1994, 1993, 1992, 1991, 1990, and 1989 and
for the period ended February 29, 1988, respectively.
3 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
4 Includes stamp duties and transfer taxes not waived or borne by the
Manager, which approximate .01% of average daily net assets.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 22 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
CURRENCY HEDGED
INTERNATIONAL CORE FUND PERIOD FROM JUNE 30, 1995
CLASS III SHARES (COMMENCEMENT OF OPERATIONS)
TO FEBRUARY 29, 1996
--------------------
<S> <C>
Net asset value, beginning of period $10.00
------
Income from investment operations:
Net investment income1 0.23
Net realized and unrealized gain
on investments 1.44
------
Total from investment operations 1.67
------
Less distributions to shareholders from:
Net investment income (0.06)
Net realized gains (0.07)
------
Total distributions (0.13)
------
Net asset value, end of period $11.54
======
Total Return2 16.66%
Ratios/Supplemental Data:
Net assets, end of period (000's) $407,277
Net expenses to average daily net assets1 0.69%3
Net investment income to average daily net assets1 1.89%3
Portfolio turnover rate 7%
</TABLE>
1 Net of fees and expenses voluntarily waived or borne by the Manager of $.05
per share.
2 Calculation excludes subscription fees. The total return would have been
lower had certain expenses not been waived during the period shown.
3 Annualized.
<TABLE>
<CAPTION>
INTERNATIONAL SMALL YEAR ENDED FEBRUARY 28/29,
----------------------------------------------------
COMPANIES FUND
Class III Shares
1996 1995 1994 1993 19921
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $11.95 $14.45 $8.91 $9.62 $10.00
------ ------ ----- ----- ------
Income (loss) from investment operations:
Net investment income2 0.18 0.18 0.15 0.35 0.06
Net realized and unrealized gain
(loss) on investments 1.16 (1.52) 5.59 (0.68) (0.43)
------ ------ ----- ----- ------
Total from investment operations 1.34 (1.34) 5.74 (0.33) (0.37)
------ ------ ----- ----- ------
Less distributions to shareholders:
From net investment income (0.17) (0.20) (0.12) (0.38) (0.01)
In excess of net invetment income (0.02) --.-- --.-- --.-- --.--
From net realized gains (0.15) (0.96) (0.08) --.-- --.--
------ ------ ----- ----- ------
Total distributions (0.34) (1.16) (0.20) (0.38) (0.01)
------ ------ ----- ----- ------
Net asset value, end of period $12.95 $11.95 $14.45 $8.91 $9.62
====== ====== ====== ===== =====
Total Return3 11.43% (9.66%) 64.67% (3.30%) (3.73%)
Ratios/Supplemental Data:
Net assets, end of period (000's) 218,964 $186,185 $132,645 $35,802 $24,467
Net expenses to average daily net assets2 0.76%4 0.76%4 0.75% 0.75% 0.85%5
Net investment income to average
daily net assets2 1.84% 1.45% 1.50% 4.02% 1.91%5
Portfolio turnover rate 13% 58% 38% 20% 1%
</TABLE>
1 For the period from the commencement of operations, October 15, 1991 to
February 29, 1992.
2 Net of fees and expenses voluntarily waived or borne by the Manager of
$.07, $.08, $.09, $.09 and $.05 per share for the fiscal years ended 1996,
1995, 1994, and 1993 and for the period ended February 29, 1992,
respectively.
3 Calculation excludes subscription and redemption fees. The total returns
would have been lower had certain expenses not been waived during the
periods shown.
4 Includes stamp duties and transfer taxes not waived or borne by the
Manager, which approximate .01% of average daily net assets.
5 Annualized.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 23 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
JAPAN FUND YEAR ENDED FEBRUARY 28/29,
-------------------------------------------------------------
Class III Shares
1996 1995 1994 1993 1992 19911
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.12 $11.13 $7.37 $7.73 $ 9.48 $10.00
----- ------ ----- ----- ------ ------
Income (loss) from investment operations:
Net investment income (loss)2 (0.01)3 --.--3 --.-- 0.01 --.-- (0.01)
Net realized and unrealized gain
(loss) on investments 0.79 (1.08) 3.94 (0.36) (1.74) (0.39)
----- ------ ----- ----- ------ ------
Total from investment operations 0.78 (1.08) 3.94 (0.35) (1.74) (0.40)
----- ------ ----- ----- ------ ------
Less distributions to shareholders:
From net investment income --.-- --.-- --.-- (0.01) --.-- --.--
In excess of net investment income --.-- --.-- (0.01) --.-- --.-- --.--
From net realized gains (1.38) (0.93) (0.17) --.-- --.-- --.--
From paid-in capital 4 --.-- --.-- --.-- --.-- (0.01) (0.12)
----- ------ ----- ----- ------ ------
Total distributions (1.38) (0.93) (0.18) (0.01) (0.01) (0.12)
----- ------ ----- ----- ------ ------
Net asset value, end of period $8.52 $9.12 $11.13 $7.37 $7.73 $9.48
===== ===== ====== ===== ===== =====
Total Return5 8.29% (10.62%) 53.95% (4.49%) (18.42%) (3.79%)
Ratios/Supplemental Data:
Net assets, end of period (000's) $126,107 $60,123 $450,351 $306,423 $129,560 $60,509
Net expenses to average daily net
assets2 0.92% 0.83% 0.87% 0.88% 0.93% 0.95%6
Net investment income to average
daily net assets2 (0.13%) (0.02%) (0.01%) 0.12% (0.11%) (0.32%)6
Portfolio turnover rate 23% 60% 8% 17% 25% 11%
</TABLE>
1 For the period from the commencement of operations, June 8, 1990 to
February 28, 1991.
2 Net of fees and expenses voluntarily waived or borne by the Manager of $.01
per share for the fiscal year ended 1996, less than $.01 per share for the
fiscal year ended 1995, and $.01 per share for the fiscal years ended 1994,
1993, 1992.
3 Based on average month-end shares outstanding.
4 Return of capital for book purposes only. A distribution was required for
tax purposes to avoid the payment of federal excise tax.
5 Calculation excludes subscription and redemptions fees. The total returns
would have been lower had certain expenses not been waived during the
periods shown.
6 Annualized.
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 9, 1993
(COMMENCEMENT OF
EMERGING MARKETS FUND YEAR ENDED FEBRUARY 28/29, OPERATIONS) TO
CLASS III SHARES 1996 1995 FEBRUARY 28, 1994
----------------------------- ------------------
<S> <C> <C> <C>
Net asset value, beginning of period $9.52 $12.13 $10.00
----- ------ ------
Income (loss) from investment operations:
Net investment income1 0.10 0.05 0.02
Net realized and unrealized gain
(loss) on investments 1.06 (2.37) 2.11
----- ------ ------
Total from investment operations 1.16 (2.32) 2.13
----- ------ ------
Less distributions to shareholders:
From net investment income (0.01) (0.07) (0.00)2
From net realized gains (0.13) (0.22) -.-
----- ------ ------
Total distributions (0.14) (0.29) (0.00)
----- ------ ------
Net asset value, end of period $10.54 $9.52 $12.13
====== ===== ======
Total Return3 12.24% (19.51%) 21.35%
Ratios/Supplemental Data:
Net assets, end of period (000's) $907,180 $384,259 $114, 409
Net expenses to average daily net assets 11.35% 1.58% 1.64%4
Net investment income to average1
daily net assets 1.31% 0.85% 0.87%4
Portfolio turnover rate 35% 50% 2%
</TABLE>
1 Net of fees and expenses voluntarily waived or borne by the Manager of less
than $.01 per share for the fiscal year ended 1996 and for the period ended
February 28, 1994.
2 The per share income distribution was $0.004.
3 Calculation excludes subscription and redemption fees. The total returns
would have been lower had certain expenses not been waived during the
periods shown.
4 Annualized.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 24 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
FIXED INCOME FUNDS
<TABLE>
<CAPTION>
SHORT-TERM INCOME FUND YEAR ENDED FEBRUARY 28/29,
---------------------------------------------------------------------
Class III Shares
1996 1995 1994 1993 19923 19911,2,3
---- ---- ---- ---- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $9.56 $9.79 $10.05 $10.11 $10.00 $10.00
----- ----- ------ ------ ------ ------
Income (loss) from investment operations:
Net investment income4 0.57 0.63 0.44 0.46 0.56 0.67
Net realized and unrealized gain (loss)
on investments 0.20 (0.28) (0.09) 0.30 0.11 --.--
----- ----- ------ ------ ------ ------
Total from investment operations 0.77 0.35 0.35 0.76 0.67 0.67
----- ----- ------ ------ ------ ------
Less distributions to shareholders:
From net investment income (0.56) (0.58) (0.46) (0.38) (0.56) (0.67)
From net realized gains - . -- -- . -- (0.15) (0.44) -- . -- -- . --
----- ----- ------ ------ ------ ------
Total distributions (0.56) (0.58) (0.61) (0.82) (0.56) (0.67)
----- ----- ------ ------ ------ ------
Net asset value, end of period $9.77 $9.56 $9.79 $10.05 $10.11 $10.00
===== ===== ===== ====== ====== ======
Total Return5 8.32% 3.78% 3.54% 8.25% 11.88% 3.83%
Ratios/Supplemental Data:
Net assets, end of period (000's) $11,066 $8,193 $8.095 $10,499 $9,257 $40,850
Net expenses to average daily net assets4 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%6
Net investment income to average
daily net assets4 6.49% 5.02% 4.35% 4.94% 5.83% 7.88%6
Portfolio turnover rate 139% 335% 243% 649% 135% --.--
</TABLE>
1 For the period from the commencement of operations, April 17, 1990 to
February 28, 1991.
2 The per share amounts and the number of shares outstanding have been
restated to reflect a one for ten reverse stock split effective December 1,
1991.
3 The Fund operated as a money market fund from April 17, 1990 until June 30,
1991. Subsequently, the Fund became a short-term income fund.
4 Net of fees and expenses voluntarily waived or borne by the manager of
$.03, $.02, $.02, $.03, $.03 and $.09 per share for the fiscal years ended
1996, 1995, 1994, 1993, and 1992 and for the period ended February 28,
1991, respectively.
5 The total returns would have been lower had certain expenses not been
waived during the periods shown.
6 Annualized.
<TABLE>
<CAPTION>
GLOBAL HEDGED EQUITY
FUND YEAR ENDED PERIOD ENDED
Class III Shares FEBRUARY 29, 1996 FEBRUARY 28, 19954
----------------- ------------------
<S> <C> <C>
Net asset value, beginning of period $10.12 $10.00
------ ------
Income from investment operations:
Net investment income1 0.21 0.11
Net realized and unrealized gain
on investments 0.55 0.08
------ ------
Total from investment operations 0.76 0.19
------ ------
Less distributions to shareholders:
From net investment income (0.24) (0.07)
------ ------
Net asset value, end of period $10.64 $10.12
====== ======
Total Return2 7.54% 1.92%
Ratios/Supplemental Data:
Net assets, end of period (000's) $382,934 $214,638
Net expenses to average daily net assets1 0.78% 0.92%3
Net investment income to average
daily net assets1 2.44% 2.85%3
Portfolio turnover rate 214% 194%
</TABLE>
1 Net of fees and expenses voluntarily waived or borne by the Manager of
$.005 and $.006 per share for the fiscal year ended 1996 and for the period
ended February 28, 1995, respectively.
2 Calculation excludes subscription and redemption fees. The total returns
would have been lower had certain expenses not been waived during the
periods shown.
3 Annualized.
4 Period from the commencement of operations, July 29, 1994 to February 28,
1995.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 25 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
DOMESTIC BOND FUND PERIOD FROM
Class III Shares AUGUST 18, 1994
(COMMENCEMENT OF
YEAR ENDED OPERATIONS) TO
FEBRUARY 29, 1996 FEBRUARY 28, 1995
----------------- -----------------
<S> <C> <C>
Net asset value, beginning of period $10.13 $10.00
------ ------
Income from investment operations:
Net investment income1 0.66 0.24
Net realized and unrealized gain
on investments 0.58 0.07
------ ------
Total from investment operations 1.24 0.31
------ ------
Less distributions to shareholders:
From net investment income (0.60) (0.18)
From net realized gains (0.37) --.--
------ ------
Total distributions (0.97) (0.18)
------ ------
Net asset value, end of period $10.40 $10.13
====== ======
Total Return2 12.50% 3.16%
Ratios/Supplemental Data:
Net assets, end of period (000's) $310,949 $209,377
Net expenses to average daily net
assets1 0.25% 0.25%3
Net investment income to average
daily net assets1 6.52% 6.96%3
Portfolio turnover rate 70% 65%
</TABLE>
1 Net of fees and expenses voluntarily waived or borne by the Manager of $.01
per share for each period presented.
2 The total returns would have been lower had certain expenses not been
waived during the periods shown.
3 Annualized.
<TABLE>
<CAPTION>
Period from
DECEMBER 22, 1993
YEAR ENDED FEBRUARY 28/29, (COMMENCEMENT OF
INTERNATIONAL BOND FUND -------------------------- OPERATIONS) TO
Class III Shares 1996 1995 FEBRUARY 28, 1994
---- ---- -----------------
<S> <C> <C> <C>
Net asset value, beginning of period $9.64 $9.96 $10.00
----- ----- ------
Income (loss) from investment operations:
Net investment income1 0.62 0.98 0.08
Net realized and unrealized gain (loss)
on investments 1.55 (0.21) (0.12)
----- ----- ------
Total from investment operations 2.17 0.77 (0.04)
----- ----- ------
Less distributions to shareholders:
From net investment income (0.59) (0.75) --.--
From net realized gains (0.30) (0.34) --.--
----- ----- ------
Total distributions (0.89) (1.09) --.--
----- ----- ------
Net asset value, end of period $10.92 $9.64 $9.96
====== ===== =====
Total Return2 22.72% 8.23% (0.40%)
Ratios/Supplemental Data:
Net assets, end of period (000's) $193,920 $151,189 $39,450
Net expenses to average daily net
assets 10.40% 0.40% 0.40%3
Net investment income to average
daily net assets1 8.17% 7.51% 5.34%3
Portfolio turnover rate 99% 141% 14%
</TABLE>
1 Net of fees and expenses voluntarily waived or borne by the Manager of
$.01, $.02 and $.01 per share for the fiscal years ended 1996 and 1995 and
for the period ended February 28, 1994, respectively.
2 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
3 Annualized.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 26 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
CURRENCY HEDGED
INTERNATIONAL BOND FUND PERIOD FROM
Class III Shares SEPTEMBER 30, 1994
(COMMENCEMENT OF
YEAR ENDED OPERATIONS)
FEBRUARY 29, 1996 TO FEBRUARY 28, 1995
----------------- --------------------
<S> <C> <C>
Net asset value, beginning of period $9.99 $10.00
----- ------
Income (loss) from investment operations:
Net investment income1 1.05 0.24
Net realized and unrealized gain (loss)
on investments 1.62 (0.09)
----- ------
Total from investment operations 2.67 0.15
----- ------
Less distributions to shareholders:
From net investment income (1.04) (0.16)
From net realized gains (0.42) --.--
In excess of net realized gains (0.28) --.--
----- ------
Total distributions (1.74) (0.16)
----- ------
Net asset value, end of period $10.92 $9.99
====== =====
Total Return2 27.36% 1.49%
Ratios/Supplemental Data:
Net assets, end of period (000's) $236,162 $238,664
Net expenses to average daily net assets1 0.40% 0.40%3
Net investment income to average
daily net assets1 8.54% 8.46%3
Portfolio turnover rate 85% 64%
</TABLE>
1 Net of fees and expenses voluntarily waived or borne by the Manager of $.03
and $.01 per share for the fiscal year ended 1996 and for the period ended
February 28, 1995, respectively.
2 Calculation excludes subscription fees. The total returns would have been
lower had certain expenses not been waived during the periods shown.
3 Annualized.
<TABLE>
<CAPTION>
GLOBAL BOND FUND PERIOD FROM DECEMBER 28, 1995
Class III Shares (COMMENCEMENT OF OPERATIONS)
TO FEBRUARY 29, 1996
--------------------
<S> <C>
Net asset value, beginning of period $10.00
------
Income (loss) from investment operations:
Net investment income1 0.05
Net realized and unrealized gain (loss)
on Investments (0.16)
------
Total from investment operations (0.11)
------
Net asset value, end of period $ 9.89
=======
Total Return2 (1.10%)
Ratios/Supplemental Data:
Net assets, end of period (000's) $31,072
Net expenses to average daily net assets1 0.34%3
Net investment income to average daily net assets1 6.16%3
Portfolio turnover rate 0%
</TABLE>
1 Net of fees and expenses voluntarily waived or borne by the Manager of $.01
per share.
2 Calculation excludes subscription fees. The total return would have been
lower had certain expenses not been waived during the period shown.
3 Annualized.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
- 27 -
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
PERIOD FROM APRIL 19, 1994
(COMMENCEMENT OF
YEAR ENDED OPERATIONS)
EMERGING COUNTRY DEBT FUND FEBRUARY 29, 1996 TO FEBRUARY 28, 1995
----------------- --------------------
Class III Shares
<S> <C> <C>
Net asset value, beginning of period $8.39 $10.00
----- ------
Income (loss) from investment operations:
Net investment income1 1.35 0.48
Net realized and unrealized gain (loss)
on investments 3.84 (1.59)
----- ------
Total from investment operations 5.19 (1.11)
----- ------
Less distributions to shareholders:
From net investment income (1.17) (0.40)
From net realized gains (0.65) ----
In excess of net realized gains --.-- (0.10)
----- ------
Total distributions (1.82) (0.50)
----- ------
Net asset value, end of period $11.76 $8.39
====== =====
Total Return2 63.78% (11.65%)
Ratios/Supplemental Data:
Net assets, end of period (000's) $615,485 $243,451
Net expenses to average daily net assets1 0.50% 0.50%3
Net investment income to average
daily net assets1 12.97% 10.57%3
Portfolio turnover rate 158% 104%
</TABLE>
1 Net of fees and expenses voluntarily waived or borne by the Manager of $.02
and $.01 per share for the fiscal year ended 1996 and for the period ended
February 28, 1995, respectively.
2 Calculation excludes subscription and redemption fees. The total returns
would have been lower had certain expenses not been waived during the
periods shown.
3 Annualized.
Except as otherwise noted, the above information has been audited by Price
Waterhouse LLP, independent accountants. This statement should be read in
conjunction with the other audited financial statements and related notes which
are included in the Trust's Annual Reports, which are incorporated by reference
in the Trust's Statement of Additional Information. Information is presented for
each Fund, and class thereof, of the Trust which had investment operations
during the reporting periods. Information regarding Class III Shares of each
Fund reflects the operational history for each such Fund's sole outstanding
class prior to the creation of multiple classes of such Funds on May 31, 1996.
Investors in Class I, Class II, Class IV, Class V and Class VI Shares should
be aware that the above financial highlight tables reflect performance based on
the Class III Shares' expense ratios. In the future, investors in Class IV,
Class V and Class VI Shares will experience slightly higher total returns than
investors in Class III Shares of the same Fund as a result of the Class IV,
Class V and Class VI Shares' lower overall expense ratio, while investors in
Class I and Class II Shares will experience slightly lower total returns than
investors in Class III Shares of the same Fund as a result of the Class I and
Class II Shares' higher overall expense ratios.
The Manager's discussion of the performance of each Fund in fiscal 1995, as
well as a comparison of each Fund's performance over the life of the Fund with
that of a benchmark securities index elected by the Manager, is included in each
Fund's Annual Report for the fiscal year ended February 29, 1996. Copies of the
Annual Reports are available upon request without charge.
- 28 -
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each of the Core Fund, the Value Allocation
Fund, the Growth Allocation Fund, the Short- Term Income Fund, the International
Core Fund, and the Japan Fund is fundamental and may not be changed without
shareholder approval. The investment objective of each other Fund may be changed
without shareholder approval. Except for investment policies which are
explicitly described as fundamental, the investment policies of each Fund may be
changed without shareholder approval. There can be no assurance that the
investment objective of any Fund will be achieved.
DOMESTIC EQUITY FUNDS
As is noted below, several of the Funds seek a total return greater
than the S&P 500. The S&P 500 is an unmanaged weighted index of the common stock
performance of 500 industrial, transportation, utility and financial companies
selected for inclusion in the Index by Standard & Poor's Corporation on a
statistical basis. For over 25 years, investors have used the S&P 500 against
which to measure the performance of their portfolios because it is generally
believed by knowledgeable investors that the S&P 500 combines the breadth,
weight and statistical integrity needed to reflect overall market activity.
Several of the Funds also seek total returns greater than certain other
benchmark indices developed by the Manager. Such indices are described herein
under the relevant Fund description.
CORE FUND
The Core Fund seeks a total return greater than that of the S&P 500
through investment in common stocks. The Core Fund expects that substantially
all of its assets will be invested in the equity securities of at least 125
companies chosen from among the approximately 1,200 companies with the largest
equity capitalization (i.e., number of shares outstanding multiplied by the
market price per share) at the time of investment which are also listed on a
United States national securities exchange (the "LARGE CAP 1200"). The Core Fund
may, from time to time, invest in fewer issuers if, in the opinion of the
Manager, there are not at least 125 attractive investment opportunities from
among such companies.
The Manager will select which issuers to invest in based on its
assessment of whether the common stock of the issuer is likely to perform better
than the S&P 500. Since the Core Fund's portfolio investments will not be chosen
and proportionately weighted to approximate the total return of the S&P 500, the
total return of the Core Fund may be more or less than the total return of the
S&P 500. An investment in the Fund involves risks similar to investing in common
stocks directly.
In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also purchase interests in real estate investment trusts ("REITs"). The
Fund may also invest up to 15% of its net assets in illiquid securities, lend
portfolio securities valued at up to one-third of total assets, and enter into
repurchase agreements.
In addition, the Fund may purchase index futures on the S&P 500 and
other domestic indices for investment, anticipatory hedging and risk management
and to effect synthetic sales and purchases. The Fund may also buy exchange
traded or over-the-counter put and call options, sell (write) covered options
and enter into futures contracts and options on futures contracts for hedging
and risk management. The Fund may also use equity swap contracts and contracts
for differences for these purposes.
It is a policy of the Fund to stay fully invested in common stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities generally may underperform other types
of investments. The Fund expects that, not including the margin deposits or the
segregated accounts created in connection with index futures and other
derivatives, less than 5% of its total net assets will be invested in high
quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit. The Fund will at all times invest at least 65% of
its total assets in domestic common stocks. The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
TOBACCO-FREE CORE FUND
The Tobacco-Free Core Fund seeks a total return greater than that of
the S&P 500 through investment in common stocks chosen from the Large Cap 1200
and which are not Tobacco Producing Issuers. The Tobacco-Free Core Fund expects
that substantially all of its assets will be invested in the securities of at
least 125 companies chosen from the Large Cap 1200. The Tobacco-Free Core Fund
may, from time to time, invest in fewer issues if, in the opinion of the
Manager, there are not at least 125 attractive investment opportunities from
among such companies.
The Manager will select which issuers to invest in based on its
assessment of whether the common stock of the issuer is likely to perform better
than the S&P 500. Since the Tobacco- Free Core Fund's portfolio investments will
not be chosen and proportionately weighted to approximate the total return of
the S&P 500, the total return of the Tobacco-Free Core Fund may be more or less
than the total return of the S&P 500. An investment in the Fund involves risks
similar to investing in common stocks directly.
The Manager has instituted procedures to avoid investment by the
Tobacco-Free Core Fund in the securities of issuers which, at the time of
purchase, derive more than 10% of
their gross revenues from the production of tobacco-related products ("TOBACCO
PRODUCING ISSUERS"). For this purpose the Manager will subscribe to and
generally rely on information services provided by third parties, although the
Manager may cause the Tobacco-Free Core Fund to purchase securities of issuers
which are identified by those third parties as Tobacco Producing Issuers if, at
the time of purchase, the Manager has received information from the issuer to
the effect that it is no longer a Tobacco Producing Issuer.
The Tobacco-Free Core Fund is required to have a fundamental policy,
which cannot be changed without shareholder approval, that under normal market
conditions at least 65% of its assets will be invested in the securities of
issuers other than Tobacco Producing Issuers. The requirements of this policy
are not, however, expected to affect the Manager's overall approach of not
investing in Tobacco Producing Issuers.
In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend
portfolio securities valued at up to one-third of total assets, and enter into
repurchase agreements.
In addition, the Fund may purchase index futures on the S&P 500 and
other domestic indices for investment, anticipatory hedging and risk management
and to effect synthetic sales and purchases. The Fund may also buy exchange
traded or over-the-counter put and call options, sell (write) covered options
and enter into futures contracts and options on futures contracts for hedging
and risk management. The Fund may also use equity swap contracts and contracts
for differences for these purposes.
It is a policy of the Fund to stay fully invested in common stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities generally may underperform other types
of investments. The Fund expects that, not including the margin deposits or the
segregated accounts created in connection with index futures and other
derivatives, less than 5% of its total net assets will be invested in high
quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit. The Fund will at all times invest at least 65% of
its total assets in domestic common stocks. The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".
VALUE ALLOCATION FUND
The Value Allocation Fund seeks a total return greater than that of the
S&P 500 through investment in a broadly diversified and liquid portfolio of
common stocks chosen from the Large Cap 1200. The Fund expects that any income
it derives will be from dividends on common stock. The Manager will select which
issuers to invest in based on its assessment of whether the common stock of the
issuer is likely to perform better than the S&P 500. Strong consideration is
given to common stocks whose current prices do not adequately reflect, in the
opinion of the Manager, the ongoing business value of the underlying company.
The Fund's investments are made in securities of companies which, in
the opinion of the Manager, are of average or above average investment quality.
Investment quality is evaluated using fundamental analysis emphasizing each
issuer's historic financial performance, balance sheet strength, management
capability and competitive position. Various valuation parameters are examined
to determine the attractiveness of individual securities. Since the Fund's
portfolio investments will not be chosen and proportionately weighted to
approximate the total return of the S&P 500, at times the total return of the
Value Allocation Fund may be more or less than the total return of the S&P 500.
In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend
portfolio securities valued at up to one-third of total assets, and enter into
repurchase agreements.
In addition, the Fund may purchase index futures on the S&P 500 and
other domestic indices for investment, anticipatory hedging and risk management
and to effect synthetic sales and purchases. The Fund may also buy exchange
traded or over-the-counter put and call options, sell (write) covered options
and enter into futures contracts and options on futures contracts for hedging
and risk management. The Fund may also use equity swap contracts and contracts
for differences for these purposes.
It is a policy of the Fund to stay fully invested in common stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities generally may underperform other types
of investments. The Fund expects that, not including the margin deposits or the
segregated accounts created in connection with index futures and other
derivatives, less than 5% of its total net assets will be invested in high
quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit. The Fund will at all times invest at least 65% of
its total assets in domestic common stocks. The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.
-2-
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
GROWTH ALLOCATION FUND
The Growth Allocation Fund seeks long-term growth of capital. Current
income is only an incidental consideration. The Growth Allocation Fund attempts
to achieve its objective by investing in companies whose earnings per share are
expected by the Manager to grow at a rate faster than the average of the Large
Cap 1200. The Fund is designed for investors who wish to allocate a portion of
their assets to investment in growth- oriented stocks.
The Fund expects that at least 65% of its assets will be invested in
the common stocks (and securities convertible into common stocks) of issuers
chosen from the Large Cap 1200. Such companies may include foreign issuers,
although the Fund does not intend to invest in securities which are principally
traded outside of the United States. The balance of the common stocks (and
securities convertible into common stocks) held by the Fund may be less liquid
investments since the companies in question will have smaller equity
capitalization and/or the securities may not be listed on a national securities
exchange.
In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend
portfolio securities valued at up to one-third of total assets, and enter into
repurchase agreements.
In addition, the Fund may purchase index futures on the S&P 500 and
other domestic indices for investment, anticipatory hedging and risk management
and to effect synthetic sales and purchases. The Fund may also buy exchange
traded or over-the-counter put and call options, sell (write) covered options
and enter into futures contracts and options on futures contracts for hedging
and risk management. The Fund may also use equity swap contracts and contracts
for differences for these purposes.
It is a policy of the Fund to stay fully invested in common stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities generally may underperform other types
of investments. The Fund expects that, not including the margin deposits or the
segregated accounts created in connection with index futures and other
derivatives, less than 5% of its total net assets will be invested in the high
quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit. The Fund will at all times invest at least 65% of
its total assets in domestic common stocks. The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
U.S. SECTOR ALLOCATION FUND
The U.S. Sector Allocation Fund seeks a total return greater than that
of the S&P 500 through investment in common stocks chosen from among the 1,800
companies with the largest equity capitalization whose securities are listed on
United States national securities exchanges.
The Fund will allocate its assets, as directed by the Manager, among
major U.S. sectors (including value, growth, small/large capitalization and
defensive stocks, stocks in individual industries, etc.) and will overweight
those sectors which the Manager believes may outperform the S&P 500 generally.
The Fund may place varying degrees of emphasis on different types of companies
depending on the Manager's assessment of economic and market conditions,
including companies with superior growth prospects and/or companies whose common
stock does not, in the opinion of the Manager, adequately reflect the companies'
ongoing business value. The Fund may invest in companies with smaller equity
capitalization than the companies whose securities are purchased by the Value
Allocation Fund and the Growth Allocation Fund. The securities of small
capitalization companies may be less liquid and their market prices more
volatile than those issued by companies with larger equity capitalizations.
Since the Fund's portfolio investments will not be chosen and proportionately
weighted to approximate the S&P 500, the total return of the U.S. Sector
Allocation Fund may be more or less than the total return of the S&P 500.
In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend
portfolio securities valued at up to one-third of total assets, and enter into
repurchase agreements.
In addition, the Fund may purchase index futures on the S&P 500 and
other domestic indices for investment, anticipatory hedging and risk management
and to effect synthetic sales and purchases. The Fund may also buy exchange
traded or over-the-counter put and call options, sell (write) covered options
and enter into futures contracts and options on futures contracts for hedging
and risk management. The Fund may also use equity swap contracts and contracts
for differences for these purposes.
It is a policy of the Fund to stay fully invested in common stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities generally may underperform other types
of investments. The Fund expects that, not including the margin
-3-
deposits or the segregated accounts created in connection with index futures and
other derivatives, less than 5% of its total net assets will be invested in high
quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit. The Fund will at all times invest at least 65% of
its total assets in domestic common stocks. The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".
CORE II SECONDARIES FUND
The investment objective of the Core II Secondaries Fund is long-term
growth of capital. Current income is only an incidental consideration. The Core
II Secondaries Fund attempts to achieve its objective by selecting its
investments from domestic second tier companies. For these purposes, "second
tier companies" are those companies whose equity capitalization at the time of
investment by the Core II Secondaries Fund ranks in the lower two-thirds of the
1800 publicly-held issuers with the largest equity capitalization.
The Core II Secondaries Fund invests primarily in common stocks,
although the Fund may on rare occasions hold securities convertible into common
stocks such as convertible bonds, convertible preferred stocks and warrants. The
Fund expects that at least 65% of its assets will be invested in the securities
of second tier companies, as defined above. The Fund may also hold the common
stocks (and securities convertible into common stocks) of companies with smaller
equity capitalizations. Such investments may be less liquid, as the securities
may not be listed on a national securities exchange and their market prices may
be more volatile than those issued by companies with larger equity
capitalizations.
In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend
portfolio securities valued at up to one-third of total assets, and enter into
repurchase agreements.
In addition, the Fund may purchase index futures on the S&P 500 and
other domestic indices for investment, anticipatory hedging and risk management
and to effect synthetic sales and purchases. The Fund may also buy exchange
traded or over-the-counter put and call options, sell (write) covered options
and enter into futures contracts for hedging and risk management. The Fund may
also use equity swap contracts and contracts for differences for these purposes.
It is a policy of the Fund to stay fully invested in common stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities generally may underperform other types
of investments. The Fund expects that, not including the margin deposits or the
segregated accounts created in connection with index futures and other
derivatives, less than 5% of its total net assets will be invested in high
quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit. The Fund will at all times invest at least 65% of
its total assets in domestic common stocks. The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".
FUNDAMENTAL VALUE FUND
The Fundamental Value Fund seeks long-term capital growth through
investment primarily in equity securities. Current income is only a secondary
consideration. It is anticipated that at least 90% of the Fund's assets will be
invested in common stocks and securities convertible into common stocks.
Although the Fund invests primarily in securities traded in the United States,
it may invest up to 25% of its assets in securities of foreign issuers and
securities traded principally outside of the United States.
The Fund invests primarily in common stocks of domestic corporations
that, in the opinion of the Manager, represent favorable values relative to
their market prices. Under normal conditions, the Fund generally, but not
exclusively, looks for companies with low price/earnings ratios and rising
earnings. The Fund focuses on established firms with capitalizations of more
than $100 million and generally does not buy issues of companies with less than
three years of operating history. The Fund seeks to maintain lower than average
equity risk levels relative to the potential for return through a portfolio with
an average historic volatility (beta) below 1.0. The S&P 500, which serves as a
standard for measuring volatility, always has average volatility (beta) of 1.0.
The Fund's beta may change with market conditions.
The Fund's Manager analyzes key economic variables to identify general
trends in the stock markets. World economic indicators, which are tracked
regularly, include U.S. industry and trade indicators, interest rates,
international stock market indices, and currency levels. Under normal
conditions, investments are made in a variety of economic sectors, industry
segments, and individual securities to reduce the effects of price volatility in
any one area.
In making investments, the Manager takes into account, among other
things, a company's source of earnings, competitive
-4-
edge, management strength, and level of industry dominance as measured by market
share. At the same time, the Manager analyzes the financial condition of each
company. The Manager examines current and historical measures of relative value
to find corporations that are selling at discounts relative to both underlying
asset values and market pricing. The Manager then selects those companies with
financial and business characteristics that it believes will produce
above-average growth in earnings. Sell decisions are triggered when, in the
opinion of the Manager, the stock price and other fundamental considerations
make further appreciation less likely.
The Manager generally selects equities that normally trade in
sufficient volume to provide liquidity. Domestic equities are usually traded on
the New York Stock Exchange or the American Stock Exchange or in the
over-the-counter markets.
The Fund's investments in foreign securities will generally consist of
equity securities traded in principal European and Pacific Basin markets. The
Manager evaluates the economic strength of a country, which includes its
resources, markets, and growth rate. In addition, it examines the political
climate of a country as to its stability and business policies. The Manager then
assesses the strength of the country's currency and considers foreign exchange
issues in general. The Fund aims for diversification not only among countries
but also among industries in order to enable shareholders to participate in
markets that do not necessarily move in concert with U.S.
markets.
Once the Fund has identified a rapidly expanding foreign economy, the
Fund attempts to search out growing industries and corporations, focusing on
companies with established records. Individual securities are selected based on
value indicators, such as low price to earnings ratio. Foreign securities in the
portfolio are generally listed on principal overseas exchanges.
In pursuing its objective, the Fund may invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
Fund may also invest up to 15% of its net assets in illiquid securities, lend
portfolio securities valued at up to one-third of total assets, and enter into
repurchase agreements.
In addition, the Fund may purchase index futures on the S&P 500 and
other domestic indices for investment, anticipatory hedging and risk management
and to effect synthetic sales and purchases. The Fund may also buy exchange
traded or over-the-counter put and call options, sell (write) covered options
and enter into futures contracts and options on futures contracts for hedging
and risk management. The Fund may also use equity swap contracts and contracts
for differences for these purposes.
It is a policy of the Fund to stay fully invested in common stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities generally may underperform other types
of investments. The Fund expects that, not including the margin deposits or the
segregated accounts created in connection with index futures and other
derivatives, less than 5% of its total net assets will be invested in high
quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit. The Fund will at all times invest at least 65% of
its total assets in domestic common stocks. The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.
For a detailed description of the investment practices described in the
preceding five paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
CONSERVATIVE EQUITY FUND
The Conservative Equity Fund seeks a long-term total return greater
than that of the S&P 500, with an emphasis on outperforming the S&P 500 during
times of adverse economic or market conditions. The Fund seeks to achieve its
objective through investment in common stocks. The Conservative Equity Fund is
intended for investors seeking an equity investment structured to seek relative
preservation of capital during adverse market conditions.
The Fund expects that substantially all of its assets will be invested
in the securities of at least 200 companies chosen from among the Large Cap
1200. The Fund may, from time to time, invest in fewer issuers if in the opinion
of the Manager there are not at least 200 attractive investment opportunities
from among such companies. The Fund may invest without limit in common stocks of
foreign issuers which are listed on a U.S. national securities exchange but will
not invest in securities which are principally traded outside of the United
States.
The Manager selects which issuers to invest in based on its assessment
of whether the common stock of the issuer is likely to perform better than the
S&P 500. Strong emphasis is given to common stocks which, in the opinion of the
Manager, will outperform the S&P 500 during times of adverse economic and market
conditions. Because of this emphasis, the Fund may not invest in stocks which
offer the best opportunities for a strong performance under favorable economic
or market conditions.
Since the Conservative Equity Fund's portfolio investments will not be
chosen or proportionately weighted to approximate the total return of the S&P
500, at times the total return of the Conservative Equity Fund may be more or
less than the total return of the S&P 500.
In pursuing its objective, the Fund may invest in securities of foreign
issuers traded principally on U.S. securities exchanges, invest without limit in
depository receipts of foreign issuers, and purchase convertible securities. The
fund may also invest up to 15% of net assets in illiquid securities, lend
portfolio securities valued at up to one-third of total assets, and enter into
repurchase agreements.
-5-
In addition, the Fund may purchase index futures on the S&P 500 and
other domestic indices for investment, anticipatory hedging and risk management
and to effect synthetic sales and purchases. The Fund may also use equity swap
contracts and contracts for differences for these purposes.
It is a policy of the Fund to stay fully invested in common stocks,
index futures, equity swap contracts and contracts for differences even when the
Manager believes that equity securities generally may underperform other types
of investments. The Fund expects that, not including the margin deposits or the
segregated accounts created in connection with index futures and other
derivatives, less than 5% of its total net assets will be invested in high
quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit. The Fund will at all times invest at least 65% of
its total assets in domestic common stocks. The Fund does not expect to invest
in long or short-term fixed income securities for temporary defensive purposes.
For a detailed description of the investment practices described in the
preceding five paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices".
REIT FUND
The investment objective of the REIT Fund is to maximize total return
through investment primarily in real estate investment trusts ("REITS"), which
are managed vehicles that invest in real estate or real estate-related assets.
REITs purchased by the Fund will include equity REITs, which own real estate
directly, mortgage REITs, which make construction, development or long-term
mortgage loans, and hybrid REITs, which share characteristics of equity REITs
and mortgage REITs. Equity REITs will be affected by changes in the value of the
underlying property owned by the REITs, while mortgage REITs will be affected by
the value of the properties to which they have extended credit.
Since the Fund's investments are concentrated in real estate related
securities, the value of its shares can be expected to change in light of
factors affecting the real estate industry, and may fluctuate more widely than
the value of shares of a portfolio that invests in a broader range of
industries. Factors affecting the performance of real estate may include excess
supply of real property in certain markets, changes in zoning laws, completion
of construction, changes in real estate value and property taxes, sufficient
level of occupancy, adequate rent to cover operating expenses, and local and
regional markets for competing assets. The performance of real estate may also
be affected by changes in interest rates, prudent management of insurance risks
and social and economic trends. Also, REITs are dependent upon the skill of each
REIT's management.
The Fund could under certain circumstances own real estate directly as
a result of a default on debt securities it owns. Risks associated with such
ownership could include potential liabilities under environmental laws and the
costs of other regulatory compliance. If the Fund has rental income or income
from the direct disposition of real property, the receipt of such income may
adversely affect its ability to retain its tax status as a regulated investment
company. See "TAXES" later in this prospectus. REITs are also subject to
substantial cash flow dependency, defaults by borrowers, self-liquidation and
the risk of failing to qualify for tax-free pass-through of income under the
Internal Revenue Code and/or to maintain exempt status under the 1940 Act. By
investing in REITs indirectly through the Fund, the Fund bears not only a
proportionate share of the expenses of the Funds, but also, indirectly, similar
expenses of the REITs.
Because of its name, the REIT Fund is required to have a policy of
investing at least 65% of its total assets in securities of REITs under normal
conditions, although the Fund intends to invest a greater portion of its assets
in REIT securities. The Fund may also invest in common and preferred stock,
fixed income securities including lower-rated fixed income securities (commonly
known as "junk bonds"), invest in securities principally traded in foreign
markets and foreign currency exchange transactions. The Fund may lend portfolio
securities valued at up to one-third of total assets, and invest in adjustable
rate securities, zero coupon securities and depository receipts of foreign
issuers. The Fund may also enter into repurchase agreements, reverse repurchase
agreements and dollar roll agreements. In addition, the Fund may invest in
mortgage-backed and other non-government issuers, including collateral mortgage
obligations ("CMO's"), strips and residuals. The Fund may also invest in indexed
securities the redemption values and/or coupons of which are indexed to the
prices of other securities, securities indices, currencies, precious metals or
other commodities, or other financial indicators. The Fund may also enter into
firm commitment agreements with banks or broker-dealers, and may invest up to
15% of its net assets in illiquid securities. The Fund may hold a portion of its
assets in high quality money market instruments.
The Fund may buy and sell options and enter into futures contracts and
options on futures contracts for hedging, investment and risk management. In
addition, the Fund may use interest rate and currency swap contracts, contracts
for differences and interest rate caps, floors and collars for hedging and for
risk management.
For a detailed description of the investment practices described above
and the risks associated with them, see "Descriptions and Risks of Fund
Investment Practices" later in this Prospectus.
INTERNATIONAL EQUITY FUNDS
The International Equity Funds, together with the Global Hedged Equity
Fund, International Bond Fund, Currency Hedged
-6-
International Bond Fund, Global Bond Fund, Emerging Country Debt Fund, and Core
Emerging Country Debt Fund are sometimes collectively referred to as the
"INTERNATIONAL FUNDS."
INTERNATIONAL CORE FUND
The investment objective of the International Core Fund is to maximize
total return through investment in a portfolio of common stocks of non-U.S.
issuers. The Fund will usually invest primarily in common stocks, including
dividend-paying common stocks. Capital appreciation may be sought through
investment in common stocks, convertible bonds, convertible preferred stocks,
warrants or rights. Income may be sought through investment in dividend-paying
common stocks, convertible bonds, money market instruments or fixed income
securities such as long and medium term corporate and government bonds and
preferred stocks. Some of these fixed income securities may have speculative
qualities and the values of these securities generally fluctuate more than those
of other, less speculative fixed income securities. See "Descriptions and Risks
of Fund Investment Practices -- Lower Rated Securities."
The relative emphasis of the Fund on capital appreciation or income
will depend upon the views of the Manager with respect to the opportunities for
capital appreciation relative to the opportunities for income. There are no
prescribed limits on geographic asset distribution and the Fund has the
authority to invest in securities traded in securities markets of any country in
the world, although under normal market conditions the Fund will invest in
securities traded in the securities markets of at least three foreign countries.
The responsibility for allocating the Fund's assets among the various securities
markets of the world is borne by the Manager. In making these allocations, the
Manager will consider such factors as the condition and growth potential of the
various economic and securities markets, currency and taxation considerations
and other pertinent financial, social, national and political factors. The Fund
generally will not invest in securities of U.S. issuers, except that for
temporary defensive purposes the Fund may invest up to 100 percent of its assets
in United States securities.
The Fund may use forward foreign currency contracts, currency futures
contracts, currency swap contracts, options on currencies and buy and sell
foreign currencies for hedging and for currency risk management, although the
Fund's foreign currency exposure will not generally vary by more than 30% from
the foreign currency exposure of a benchmark index (the "EAFE-LITE INDEX"),
which is a modification of the Morgan Stanley Capital International EAFE Index
(the "EAFE INDEX") developed by the Manager so as to reduce the weighting of
Japan in the EAFE Index. The put and call options on currency futures written by
the Fund will always be covered. For more information on foreign currency
transactions, see "Descriptions and Risks of Fund Investment Practices --
Foreign Currency Transactions." The stocks held by the Fund will not be chosen
to approximate the weightings of the EAFE-lite Index.
The Fund may also invest in securities of investment companies, such as
closed-end investment management companies which invest in foreign markets or
other of the International Equity Funds to the extent permitted under the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the "1940 Act"). As a shareholder of an investment
company, the Fund may indirectly bear service fees which are in addition to the
fees the Fund pays its service providers.
In addition, the Fund may invest in securities of foreign issuers
traded on U.S. exchanges and securities traded abroad, American Depositary
Receipts, European Depository Receipts and other similar securities convertible
into securities of foreign issuers. The Fund may also enter repurchase
agreements, lend portfolio securities valued at up to 25% of total assets, and
may invest up to 15% of its net assets in illiquid securities. The Fund expects
that, not including the margin deposits or the segregated accounts created in
connection with index futures and other derivatives, less than 5% of its total
net assets will be invested in cash or high quality money market instruments
such as securities issued by the U.S. government and agencies thereof, bankers'
acceptances, commercial paper, and bank certificates of deposit.
The Fund may also buy put and call options, sell (write) covered
options and enter into futures contracts and options on futures contracts for
hedging and risk management. The Fund's use of options on particular securities
(as opposed to market indices) is limited such that the premiums paid by the
Fund on all outstanding options it has purchased may not exceed 5% of its total
assets. The Fund may also write options in connection with buy-and-write
transactions, and use index futures (on foreign stock indices), options on
futures, equity swap contracts and contracts for differences for investment,
anticipatory hedging and risk management and to effect synthetic sales and
purchases.
For a detailed description of the investment practices described in the
four preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
CURRENCY HEDGED INTERNATIONAL CORE FUND
The investment objective of the Currency Hedged International Core Fund
is to maximize total return through investment in a portfolio of common stocks
of non-U.S. issuers and through management of the Fund's currency positions. The
Fund has policies that are similar to the International Core Fund, except that
the Currency Hedged International Core Fund will employ a different strategy
with respect to foreign currency exposure. While the International Core Fund's
foreign currency exposure will not generally differ from that of the EAFE-lite
Index by more than 30%, the Currency Hedged International Core Fund's foreign
currency exposure will generally vary no more than 30% from the currency
exposure of a fully hedged EAFE-lite Index. That is, the Currency Hedged
International Core Fund will hedge a substantial portion (generally at least
70%) of the EAFE-lite foreign currency exposure while the
-7-
International Core Fund will generally hedge only a limited portion (generally
less than 30%) of EAFE-lite currency exposure. The Currency Hedged International
Core Fund may use forward foreign currency contracts, currency futures
contracts, currency swap contracts, options on currencies and buy and sell
foreign currencies for hedging and for currency risk management. The put and
call options on currency futures written by the Fund will always be covered. For
more information on foreign currency transactions, see "Descriptions and Risks
of Fund Investment Practices -- Foreign Currency Transactions." Because of its
name, the Currency Hedged International Core Fund is required to have a policy
that it will maintain short currency positions with respect to at least 65% of
the foreign currency exposure represented by the common stocks owned by the
Fund.
The Fund will usually invest primarily in common stocks, including
dividend-paying common stocks. The stocks held by the Fund will not be chosen to
approximate the weightings of the EAFE-lite Index. Capital appreciation may be
sought through investment in common stocks, convertible bonds, convertible
preferred stocks, warrants or rights. Income may be sought through investment in
dividend-paying common stocks, convertible bonds, money market instruments or
fixed income securities such as long and medium term corporate and government
bonds and preferred stocks. Some of these fixed income securities may have
speculative qualities and the values of these securities generally fluctuate
more than those of other, less speculative fixed income securities. See
"Descriptions and Risks of Fund Investment Practices -- Lower Rated Securities."
The relative emphasis of the Fund on capital appreciation or income
will depend upon the views of the Manager with respect to the opportunities for
capital appreciation relative to the opportunities for income. There are no
prescribed limits on geographic asset distribution and the Fund has the
authority to invest in securities traded in securities markets of any country in
the world, although under normal market conditions the Fund will invest in
securities traded in the securities markets of at least three foreign countries.
The responsibility for allocating the Fund's assets among the various securities
markets of the world is borne by the Manager. In making these allocations, the
Manager will consider such factors as the condition and growth potential of the
various economic and securities markets, currency and taxation considerations
and other pertinent financial, social, national and political factors. The Fund
generally will not invest in securities of U.S. issuers, except that for
temporary defensive purposes the Fund may invest up to 100 percent of its assets
in United States securities.
The Fund may also invest in securities of investment companies, such as
closed-end investment management companies which invest in foreign markets or
other of the International Equity Funds to the extent permitted under the 1940
Act. As a shareholder of an investment company, the Fund may indirectly bear
service fees which are in addition to the fees the Fund pays its service
providers.
In addition, the Fund may invest in securities of foreign issuers
traded on U.S. exchanges and securities traded abroad, American Depositary
Receipts, European Depository Receipts and other similar securities convertible
into securities of foreign issuers. The Fund may also enter repurchase
agreements, and lend portfolio securities valued at up to 25% of total assets.
The Fund may also invest up to 15% of its net assets in illiquid securities and
temporarily invest in cash and high quality money market instruments such as
securities issued by the U.S. government and agencies thereof, bankers'
acceptances, commercial paper, and bank certificates of deposit. The Fund
expects that, not including the margin deposits or the segregated accounts
created in connection with index futures and other derivatives, less than 5% of
its total net assets will be invested in such high quality cash items.
The Fund may also buy put and call options, sell (write) covered
options and enter into futures contracts and options on futures contracts for
hedging and risk management. The Fund's use of options on particular securities
(as opposed to market indices) is limited such that the premiums paid by the
Fund on all outstanding options it has purchased may not exceed 5% of its total
assets. The Fund may also write options in connection with buy-and-write
transactions, and use index futures (on foreign stock indices), options on
futures, equity swap contracts and contracts for differences for investment,
anticipatory hedging and risk management and to effect synthetic sales and
purchases.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
FOREIGN FUND
The investment objective of the Foreign Fund is to maximize total
return through investment primarily in equity securities of non-U.S. issuers.
The Fund's investment strategy is based on a fundamental analysis of issuers and
country economics. The Fund will usually invest primarily in common stocks,
including dividend-paying common stocks. Capital appreciation may be sought
through investment in common stocks, convertible bonds, convertible preferred
stocks, warrants or rights. Income may be sought through investment in
dividend-paying common stocks, convertible bonds, money market instruments or
fixed income securities such as long and medium term corporate and government
bonds and preferred stocks. Some of these fixed income securities may have
speculative qualities and the values of these securities generally fluctuate
more than those of other, less speculative fixed income securities. See
"Descriptions and Risks of Fund Investment Practices -- Lower Rated Securities".
The relative emphasis of the Fund on capital appreciation or income
will depend upon the views of the Manager with respect to the opportunities for
capital appreciation relative to the opportunities for income. There are no
prescribed limits on geographic asset distribution and the Fund has the
-8-
authority to invest in securities traded in securities markets of any country in
the world other than the United States, although under normal market conditions
the Fund will invest in securities principally traded in the securities markets
of at least three countries. The responsibility for allocating the Fund's assets
among the various securities markets of the world is borne by the Manager. In
making these allocations, the Manager will consider such factors as the
condition and growth potential of the various economic and securities markets,
currency and taxation considerations and other pertinent financial, social,
national and political factors.
The Fund may use forward foreign currency contracts and currency
futures contracts for the purpose of hedging the currency exposure of its
portfolio securities. The Fund is not required to hedge its currency risk and
will not normally hedge more than 90% of such risks. The Fund will not buy and
sell foreign currencies for investment purposes, but may hold foreign currencies
pending investments consistent with the Fund's investment program.
The Fund may also invest in securities of investment companies, such as
closed-end investment management companies which invest in foreign markets or
other of the International Equity Funds to the extent permitted under the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder (the "1940 Act"). As a shareholder of an investment
company, the Fund may indirectly bear service fees which are in addition to the
fees the Fund pays its service providers.
In addition, the Fund may invest in securities of foreign issuers
traded on U.S. exchanges and securities traded abroad, American Depositary
Receipts, European Depository Receipts and other similar securities convertible
into securities of foreign issuers. The Fund may also enter into repurchase
agreements, lend portfolio securities valued at up to one-third of total assets,
and may invest up to 10% of its net assets in illiquid securities. The Fund may
invest up to 20% of its assets in securities of issuers in newly industrialized
countries of the type invested in by the Emerging Markets Fund.
The Fund may also buy put and call options, sell (write) covered
options and enter into futures contracts and options on futures contracts for
hedging and risk management. The Fund may also write options in connection with
buy-and-write transactions and use index futures (on foreign stock).
For a detailed description of the investment practices described in the
four preceding paragraphs and the risks associated with the, see "Descriptions
and Risks of Fund Investment Practices."
INTERNATIONAL SMALL COMPANIES FUND
The International Small Companies Fund seeks to maximize total return
through investment primarily in equity securities of foreign issuers whose
equity securities are traded on a major stock exchange of a foreign country
("foreign stock exchange companies") and whose equity capitalization at the time
of investment, when aggregated with the equity capitalizations of all foreign
stock exchange companies in that country whose equity capitalizations are
smaller than that of such company, is less than 50% of the aggregate equity
capitalization of all foreign stock exchange companies in such country ("small
capitalization foreign companies"). With the exception of the International
Small Companies Fund's policy of investing in securities of small capitalization
foreign companies, and except as otherwise disclosed in this Prospectus and the
related Statement of Additional Information, the International Small Companies
Fund's investment objectives and policies are the same as those described above
with respect to the International Core Fund.
It is currently expected that at least 65% of the International Small
Companies Fund's assets will be invested in common stocks of small
capitalization foreign companies. Such companies may present greater
opportunities for capital appreciation because of high potential earnings
growth, but may also involve greater risk. Small capitalization foreign
companies tend to be smaller and newer than other foreign companies and may be
dependent upon a single proprietary product or market niche. They may have
limited product lines, markets or financial resources, or may depend on a
limited management group. Typically, small capitalization foreign companies have
fewer securities outstanding and are less liquid than large companies. Their
common stock and other securities may trade less frequently and in limited
volume. The securities of small capitalization foreign companies are generally
more sensitive to purchase and sale transactions and, therefore, the prices of
such securities tend to be more volatile than the securities of larger
companies.
The Fund also may invest in securities of foreign issuers traded on
U.S. exchanges and securities traded abroad, American Depositary Receipts,
European Depository Receipts and other similar securities convertible into
securities of foreign issuers. The Fund may also enter repurchase agreements,
and lend portfolio securities valued at up to one-third of total assets. The
Fund may also invest up to 15% of its net assets in illiquid securities and
temporarily invest in cash and high quality money market instruments such as
securities issued by the U.S. government and agencies thereof, bankers'
acceptances, commercial paper, and bank certificates of deposit. The Fund
expects that, not including the margin deposits or the segregated accounts
created in connection with index futures and other derivatives, less than 5% of
its total net assets will be invested in such high quality cash items.
The Fund may also buy put and call options, sell (write) covered
options and enter into futures contracts and options on futures contracts for
hedging and risk management. The Fund's use of options on particular securities
(as opposed to market indices) is limited such that the premiums paid by the
Fund on all outstanding options it has purchased may not exceed 5% of its total
assets. The Fund may also write options in connection with buy-and-write
transactions, and use index futures (on foreign
-9-
stock indices), options on futures, equity swap contracts and contracts for
differences for investment, anticipatory hedging and risk management and to
effect synthetic sales and purchases.
The Fund may use forward foreign currency contracts, currency futures
contracts, currency swap contracts, options on currencies and buy and sell
foreign currencies for hedging and for currency risk management. The put and
call options on currency futures written by the Fund will always be covered.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
JAPAN FUND
The Japan Fund seeks to maximize total return through investment in a
portfolio of Japanese securities, consisting primarily of common stocks of
Japanese companies. It is currently expected that the Japan Fund will invest at
least 90% of its assets in "Japanese Securities," that is, securities issued by
entities that are organized under the laws of Japan and that either have 50% or
more of their assets in Japan or derive 50% or more of their revenues from Japan
("Japanese Companies"). Although the Japan Fund will invest primarily in common
stocks of Japanese Companies, it may also invest in other Japanese Securities,
such as convertible preferred stock, warrants or rights as well as short-term
government debt securities or other short-term prime obligations (i.e., high
quality debt obligations maturing not more than one year from the date of
issuance). The Japan Fund expects that any income it derives will be from
dividend or interest payments on securities.
Unlike mutual funds which invest in the securities of many other
countries, the Japan Fund will be invested almost exclusively in Japanese
Securities. No effort will be made by the Manager to assess the Japanese
economic, political or regulatory developments or changes in currency exchange
rates for purposes of varying the portion of the Fund's assets invested in
Japanese Securities. This means that the Fund's performance will be directly
affected by political, economic, market and exchange rate conditions in Japan.
Also, since the Japanese economy is dependent to a significant extent on foreign
trade, the relationships between Japan and its trading partners and between the
yen and other currencies are expected to have a significant impact on particular
Japanese Companies and on the Japanese economy generally. Also, the Japan Fund's
investments are denominated in yen, whose value continually changes in relation
to the dollar. This varying relationship will also directly affect the value of
the Japan Fund's shares. The Japan Fund is designed for investors who are
willing to accept the risks associated with changes in such conditions and
relationships.
To achieve its objectives, the Fund may invest in securities of foreign
issuers traded on U.S. exchanges and securities traded abroad, American
Depositary Receipts, European Depository Receipts and other similar securities
convertible into securities of foreign issuers. The Fund may also enter
repurchase agreements, and lend portfolio securities valued at up to one-third
of total assets. The Fund may also invest up to 15% of its net assets in
illiquid securities and temporarily invest in cash and high quality money market
instruments such as securities issued by the U.S. government and agencies
thereof, bankers' acceptances, commercial paper, and bank certificates of
deposit. The Fund expects that, not including the margin deposits or the
segregated accounts created in connection with index futures or other
derivatives, less than 5% of its total net assets will be invested in such high
quality cash items.
The Fund may also buy put and call options, sell (write) covered
options and enter into futures contracts and options on futures contracts for
hedging and risk management. The Fund's use of options on particular securities
(as opposed to market indices) is limited such that the premiums paid by the
Fund on all outstanding options it has purchased may not exceed 5% of its total
assets. The Fund may also write options in connection with buy-and-write
transactions, and use index futures (on foreign stock indices), options on
futures, equity swap contracts and contracts for differences for investment,
anticipatory hedging and risk management and to effect synthetic sales and
purchases.
The Fund may use forward foreign currency contracts, currency futures
contracts, currency swap contracts, options on currencies and buy and sell
foreign currencies for hedging and for currency risk management. The put and
call options on currency futures written by the Fund will always be covered.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
EMERGING MARKETS FUND
The Emerging Markets Fund seeks long-term capital appreciation
consistent with what the Manager believes to be a prudent level of risk through
investment in equity and equity- related securities traded in the securities
markets of newly industrializing countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe and Africa. The Manager has appointed
Dancing Elephant, Ltd. to serve as Consultant to the Fund.
The Consultant's efforts focus on asset allocation among the selected
emerging markets. (See "Descriptions and Risks of Fund Investment Practices --
Certain Risks of Foreign Investments.") In addition to considerations relating
to a particular market's investment restrictions and tax barriers, this asset
allocation is based on certain other relevant factors including the outlook for
economic growth, currency exchange rates, commodity prices, interest rates,
political factors and the stage of the local market cycle in such emerging
market. The Consultant expects to allocate the Fund's investments over
geographic as well as economic sectors.
-10-
There are currently over 50 newly industrializing and developing
countries with equity markets. A number of these markets are not yet easily
accessible to foreign investors and have unattractive tax barriers or
insufficient liquidity to make significant investments by the Fund feasible or
attractive. However, many of the largest of the emerging markets have, in recent
years, liberalized access and more are expected to do so over the coming few
years if the present trend continues.
Emerging markets in which the Fund intends to invest may include the
following emerging markets ("EMERGING MARKETS"):
Asia: Bangladesh, China, India, Indonesia, Korea,
Malaysia, Mynanmar, Mongolia, Pakistan,
Philippines, Sri Lanka, Republic of China
(Taiwan), Thailand, Vietnam
Latin
America: Argentina, Bolivia, Brazil, Chile, Colombia,
Costa Rica, Ecuador, Jamaica, Mexico, Peru,
Uruguay, Venezuela,
Europe/
Middle East/
Africa: Botswana, Czech Republic, Ghana, Greece,
Hungary, Israel, Jordan, Kazakstan, Kenya,
Morocco, Namibia, Nigeria, Poland, Portugal,
Russia, Slovakia, Slovenia, South Africa,
Turkey, Ukraine, Zimbabwe
The Emerging Markets Fund has a fundamental policy that, under normal
conditions, at least 65% of its total assets will be invested in equity and
equity-related securities which are predominantly traded on Emerging Market
exchanges ("Emerging Market Securities"). The Fund invests predominantly in
individual stocks listed on Emerging Market stock exchanges or in depository
receipts of such stocks listed on markets in industrialized countries or traded
in the international equity market. The Fund may also invest in shares of
companies which are not presently listed but are in the process of being
privatized by the government and, subject to a maximum aggregate investment
equal to 25% of the total assets of the Fund, shares of companies that are
traded in unregulated over-the-counter markets or other types of unlisted
securities markets. The Fund may also invest through investment funds, pooled
accounts or other investment vehicles designed to permit investments in a
portfolio of stocks listed in a particular developing country or region subject
to obtaining any necessary local regulatory approvals, particularly in the case
of countries in which such an investment vehicle is the exclusive or main
vehicle for foreign portfolio investment. Such investments may result in
additional costs, as the Fund may be required to bear a pro rata share of the
expenses of each such fund in which it invests. The Fund may also invest in
companies listed on major markets outside of the emerging markets that, based on
information obtained by the Consultant, derive at least half of their revenues
from trade with or production in developing countries. In addition, the Fund's
assets may be invested on a temporary basis in debt securities issued by
companies or governments in developing countries or money market securities of
high-grade issuers in industrialized countries denominated in various
currencies.
The Fund may also invest in bonds and money market instruments in
Canada, the United States and other markets of industrialized nations and
emerging securities markets, and, for temporary defensive purposes, may invest
without limit in cash and high quality money market instruments such as
securities issued by the U.S. government and agencies thereof, bankers'
acceptances, commercial paper, and bank certificates of deposit. The Fund
expects that, not including the margin deposits or the segregated accounts
created in connection with index futures and other derivatives, less than 5% of
its total net assets will be invested in such high quality cash items. The Fund
may also invest in indexed securities, the redemption value and/or coupons of
which are indexed to the prices of other securities, securities indices,
currencies, precious metal, or other commodities, as well as other technical
indicators.
The Fund may also invest up to 10% of its total assets through
debt-equity conversion funds established to exchange foreign bank debt of
countries whose principal repayments are in arrears into a portfolio of listed
and unlisted equities, subject to certain repatriation restrictions. The Fund
may also invest in convertible securities, enter repurchase agreements and lend
portfolio securities valued at up to one-third of total assets. The Fund may
invest up to 15% of its net assets in illiquid securities.
The Fund may also buy put and call options, sell (write) covered
options and enter into futures contracts and options on futures contracts for
hedging and risk management. The Fund's use of options on particular securities
(as opposed to market indices) is limited such that the premiums paid by the
Fund on all outstanding options it has purchased may not exceed 5% of its total
assets. The Fund may also write options in connection with buy-and-write
transactions, and use index futures (on foreign stock indices), options on
futures, equity swap contracts and contracts for differences for investment,
anticipatory hedging and risk management and to effect synthetic sales and
purchases.
The Fund may use forward foreign currency contracts, currency futures
contracts, currency swap contracts, options on currencies and buy and sell
foreign currencies for hedging and for currency risk management. The put and
call options on currency futures written by the Fund will always be covered.
For a detailed description of the investment practices described in the
five preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
FIXED INCOME FUNDS
-11-
As used in several of the Fixed Income Funds' investment objectives
below, "bond" means any fixed income obligation with an original maturity of two
years or more, as well as "synthetic" bonds created by combining a futures
contract or option on a fixed income security with cash, a cash equivalent
investment or another fixed income security. (See "Descriptions and Risks of
Fund Investment Practices -- Uses of Options, Futures and Options on Futures --
Investment Purposes".) Total return for each Fund will be measured by
aggregating capital value changes and income. Under normal market conditions,
each of the Emerging Country Debt Fund, the Core Emerging Country Debt Fund, the
International Bond Fund, the Currency Hedged International Bond Fund and the
Global Bond Fund will invest at least 65% of its assets in bonds of issuers of
at least three countries (excluding the United States). However, up to 100% of
these Fixed Income Fund's assets may be denominated in U.S. dollars, and for
temporary defensive purposes, each such Fixed Income Fund may invest as much as
100% of its assets in issuers from one or two countries, which may include the
United States.
SHORT-TERM INCOME FUND
The Short-Term Income Fund seeks current income to the extent
consistent with the preservation of capital and liquidity through investment in
a portfolio of fixed income instruments rated high quality by Standard & Poor's
Corporation ("S&P") or by Moody's Investors Service, Inc. ("MOODY'S") or
considered by the Manager to be of comparable quality. While the Short- Term
Income Fund intends to invest in short-term securities, it is not a money market
fund. Debt securities held by the Fund which have a remaining maturity of 60
days or less will be valued at amortized cost unless circumstances dictate
otherwise. See "Determination of Net Asset Value." It is the present policy of
the Short-Term Income Fund, which may be changed without shareholder approval,
to maintain at least 65% of the Fund's assets invested in securities with
remaining maturities of two years or less.
In determining whether a security is a suitable investment for the
Short-Term Income Fund, reference will be made to the quality of the security,
including its rating, at the time of purchase. The Manager may or may not
dispose of a portfolio security as a result of a change in the securities'
rating, depending on its evaluation of the security in light of the Fund's
investment objectives and policies.
The Fund may invest in prime commercial paper and master demand notes
(rated "A-1" by S&P or "Prime-1" by Moody's or, if not rated, issued by
companies having an outstanding debt issue rated at least "AA" by S&P or at
least "Aa" by Moody's), high-quality corporate debt securities (rated at least
"AA" by S&P or at least "Aa" by Moody's), and high-quality debt securities
backed by pools of commercial or consumer finance loans (rated at least "AA" by
S&P or "Aa" by Moody's) and certificates of deposit, bankers' acceptances and
other bank obligations (when and if such other bank obligations become available
in the future) issued by banks having total assets of at least $2 billion as of
the date of the bank's most recently published financial statement.
In addition to the foregoing, the Short-Term Income Fund may also
invest in certificates of deposit of $100,000 or less of domestic banks and
savings and loan associations, regardless of total assets, if the certificates
of deposit are fully insured as to principal by the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance Corporation. The Short-
Term Income Fund may invest up to 100% of its assets in obligations issued by
banks, and up to 15% of its assets in obligations issued by any one bank. If the
bank is a domestic bank, it must be a member of the Federal Deposit Insurance
Corporation. This does not prevent the Short-Term Income Fund from investing in
obligations issued by foreign branches of domestic banks and there is currently
no limit on the Fund's ability to invest in these obligations. If the bank is
foreign, the obligation must, in the opinion of the Manager, be of a quality
comparable to the other debt securities which may be purchased by the Short-Term
Income Fund. There are special risks associated with investments in such foreign
bank obligations, including the risks associated with foreign political,
economic and legal developments and the fact that foreign banks may not be
subject to the same or similar regulatory requirements that apply to domestic
banks. (See "Descriptions and Risks of Fund Investment Practices - Certain Risks
of Foreign Investments.") The Short-Term Income Fund will invest in these
securities only when the Manager believes the risks are minimal. In addition, to
the extent the Short-Term Income Fund concentrates its assets in the banking
industry, including the domestic banking industry, adverse events affecting the
industry may also have an adverse effect on the Fund. Such adverse events
include, but are not limited to, rising interest rates which affect a bank's
ability to maintain the "spread" between the cost of money and any fixed return
earned on money, as well as industry-wide increases in loan default rates and
declines in the value of loan collateral such as real estate. The Fund may also
invest in U.S. Government Securities.
The Short-Term Income Fund may purchase any of the foregoing
instruments through firm commitment arrangements with domestic commercial banks
and registered broker-dealers and may enter into repurchase agreements with such
banks and broker-dealers with respect to any of the foregoing money market
instruments, longer term U.S. Government Securities or corporate debt securities
rated at least "AA" by S&P or at least "Aa" by Moody's. The Fund will only enter
into firm commitment arrangements and repurchase agreements with banks and
broker-dealers which the Manager determines present minimal credit risks.
All of the Short-Term Income Fund's investments will, at the time of
investment, have remaining maturities of five years or less and the average
maturity of the Short-Term Income Fund's portfolio securities based on their
dollar value will not exceed two years at the time of each investment. When the
Fund has purchased a security subject to a repurchase agreement, the
-12-
amount and maturity of the Fund's investment will be determined by reference to
the amount and term of the repurchase agreement, not by reference to the
underlying security. When the Fund purchases an adjustable rate security, the
security's maturity will be determined with reference to the frequency with
which the rate is adjusted. If the disposition of a portfolio security results
in a dollar-weighted average portfolio maturity in excess of two years for the
Fund, it will invest its available cash in such a manner as to reduce its
dollar-weighted average maturity to two years or less as soon as reasonably
practicable.
The Fund may also invest in foreign securities when the Manager
believes the risks are minimal, and lend portfolio securities valued at up to
one-third of total assets.
For a detailed description of the investment practices described in the
preceding paragraphs and the risks associated with them, see "Descriptions and
Risks of Fund Investment Practices."
GLOBAL HEDGED EQUITY FUND
The Global Hedged Equity Fund seeks total return consistent with
minimal exposure to general equity market risk. Although at least 65% of the
Fund's total assets will be invested in equity securities, as a result of the
Fund's hedging techniques, the Fund expects to create a return more similar to
that received by an investment in fixed income securities. The Fund will pursue
its investment objective by investing substantially all of its assets in a
combination of (i) equity securities, (ii) derivative instruments intended to
hedge the value of the Fund's equity securities against substantially all of the
general movements in the relevant equity market(s), including hedges against
substantially all of the changes in the value of the U.S. dollar relative to the
currencies represented in the indices used to hedge general equity market risk
and (iii) long interest rate futures contracts intended to adjust the duration
of the theoretical fixed income security embedded in the pricing of the
derivatives used for hedging the Fund's equity securities (the "THEORETICAL
FIXED INCOME SECURITY"). The Fund may also buy exchange traded or
over-the-counter put and call options and sell (write) covered options for
hedging or investment. To the extent that the Fund's portfolio strategy is
successful, the Fund is expected to achieve a total return consisting of (i) the
performance of the Fund's equity securities, relative to the relevant equity
market indices (including appreciation or depreciation of any overweighted
currency relative to the currency weighting of the equity hedge), plus or minus
(ii) short-term capital gains or losses approximately equal to the total return
on the Theoretical Fixed Income Security, plus or minus (iii) capital gains or
losses on the Fund's interest rate futures positions minus (iv) transaction
costs and other Fund expenses. Investors should understand that, as opposed to
conventional equity portfolios, to the extent that the Fund's hedging positions
are effective, the performance of the Fund is not expected to correlate with the
movements of equity markets generally. Rather, the performance of the Fund will
tend to be a function of the total return on fixed income securities and the
performance of the Fund's equity securities relative to broad market indices,
including changes in overweighted currencies relative to the currency weighting
of those indices.
The Global Hedged Equity Fund has a fundamental policy that, under
normal market conditions, at least 65% of its total assets will be invested in
equity securities. In addition, under normal market conditions, the Fund will
invest in securities principally traded in the securities markets of at least
three countries. The Global Hedged Equity Fund will generally invest in at least
125 different common stocks chosen from among (i) the Large Cap 1200 and (ii)
stocks traded primarily outside of the United States similarly chosen from among
issuers with the largest market capitalization that are principally traded on a
given foreign securities exchange. The Fund may invest up to 20% of its assets
in securities of issuers in newly industrializing countries of the type invested
in by the Emerging Markets Fund. The Manager will select which common stocks to
purchase based on its assessment of whether the common stock of an issuer
(and/or the currency in which the stock is traded) is likely to perform better
than the broad global equity market index (the "SELECTED EQUITY INDEX") selected
by the Manager to serve as a hedge for the Fund's portfolio as a whole.
As indicated above, the Fund will seek to hedge fully the value of its
equity holdings (measured in U.S. dollars) against substantially all movements
in the global equity markets (measured in U.S. dollars). This means that, if the
hedging strategy is successful, when the world equity markets and/or the U.S.
dollar go up or down, the Fund's net asset value will not be materially affected
by those movements in the relevant equity or currency markets generally, but
will rise or fall based primarily on whether the Fund's selected equity
securities perform better or worse than the Selected Equity Index. Those changes
will include the changes in any overweighted currency relative to the currency
weighting of the Selected Equity Index.
The Fund may use a variety of equity hedging instruments. It is
currently anticipated that the Fund will primarily use a combination of short
equity swap contracts and Index Futures for the purpose of hedging equity market
exposure, including, to the extent permitted by regulations of the Commodity
Futures Trading Commission, those traded on foreign markets. Derivative short
positions represented by the Fund's equity swap contracts will generally relate
to modified versions of the market capitalization weighted U.S., Europe,
Australia and Far East Index (or "GLOBAL INDEX") calculated by Morgan Stanley
Capital International. These modified indices ("MODIFIED GLOBAL INDEX")
generally reduce the size of the Japanese equity markets for purposes of the
country weighting by 40% or more. The Fund generally expects to build its
currency hedging into its equity swap contracts, although it may also attempt to
hedge directly its foreign currency-denominated portfolio securities against an
appreciation in the U.S. dollar relative to the foreign currencies in which such
securities are denominated.
-13-
The Manager expects to select specific equity investments without
regard to the country weightings of the Modified Global Index and in some cases
may intentionally emphasize holdings in a particular market or traded in a
particular currency. Because the country market and currency weighting of the
Modified Global Index will generally not precisely mirror the country market
weightings represented by the Fund's equity securities, there will be an
imperfect correlation between the Fund's equity securities and the hedging
position(s). Consequently, the Fund's hedging strategies using those equity swap
contracts are expected to be somewhat imperfect. This means there is a risk that
if the Fund's equity securities decline in value as a result of general market
conditions, the hedging position(s) may not appreciate enough to offset that
decline (or may actually depreciate). Likewise, if the Fund's equity securities
increase in value, that value may be more than offset by a decline in the value
of the hedging position(s). Also, because the Manager may conclude that a
particular currency is likely to appreciate relative to the currencies
represented by the Selected Equity Index, securities traded in that particular
currency may be overweighted relative to the Selected Equity Index. Such an
overweighted position may result in a loss or reduced gain to the Fund (even
when the security appreciates in local currency) if the relevant currency
depreciates relative to the currencies represented by the Modified Global Index.
The Fund's hedging positions are also expected to increase or decrease
the Fund's gross total return by an amount approximating the total return on
relevant short-term fixed income securities referred to above as the Theoretical
Fixed Income Security. For example, as the holder of a short derivative position
on an equity index, the Fund will be obligated to pay the holder of the long
position (the "counterparty") the total return on that equity index. The Fund's
contractual obligation eliminates for the counterparty the opportunity cost that
would be associated with actually owning the securities underlying that equity
index. That opportunity cost would generally be considered the total return that
a counterparty could achieve if the counterparty's capital were invested in a
short-term fixed income security (i.e., up to 2 years maturity) rather than in
the securities underlying the Relevant Equity Index. Because the counterparty is
relieved of this cost, the pricing of the hedging instruments is designed to
compensate the holder of the short position (in this case the Fund) by paying to
the holder the total return on the Theoretical Fixed Income Security. (Another
way of thinking about this is that the holder of the short position must, in
theory, be compensated for the cost of borrowing money over some relatively
short term (generally up to 2 years) to purchase an equity portfolio matching
that holder's obligations under the hedging instrument.)
In practice, the Manager has represented that generally, if there is no
movement in the Relevant Equity Index during the term of the derivative
instrument, the Fund as the holder of the short (hedging) position would be able
to close out that position with a gain or loss equal to the total return on a
Theoretical Fixed Income Security with a principal amount equal to the face or
notional amount of the hedging instrument.
The total return on the Theoretical Fixed Income Security would be
accrued interest plus or minus the capital gain or loss on that security. In the
case of Index Futures, the Fund would expect the Theoretical Fixed Income
Security would be one with a term equal to the remaining term of the Index
Future and bearing interest at a rate approximately equal to the weighted
average interest rate for money market obligations denominated in the currency
or currencies used to settle the Index Futures (generally LIBOR if settled in
U.S. dollars). In the case of equity swap contracts, the Manager can specify the
Theoretical Fixed Income Security whose total return will be paid to (or payable
by) the Fund. In cases where the Manager believes the implicit "duration" of the
Fund's theoretical fixed income securities is too short to provide an acceptable
total return, the Fund may enter into long interest rate futures (or purchase
call options on longer maturity fixed-income securities) which, together with
the Theoretical Fixed Income Security, creates a synthetic Theoretical Fixed
Income Security with a longer duration (but never with a duration causing the
Fund's overall duration to exceed that of 3-year U.S. Treasury obligations) (See
"Descriptions and Risks of Fund Investment Practices -- Use of Options, Futures
and Options on Futures -- Investment Purposes"). The Fund will segregate cash,
U.S. Treasury obligations and other high grade debt obligations in an amount
equal, on a marked-to-market basis, to the Fund's obligations under the interest
rate futures. Duration is the average time until payment (or anticipated payment
in the case of a callable security) of interest and principal on a fixed income
security, weighted according to the present value of each payment.
If interest rates rise, the Fund would expect that the value of any
long interest rate future owned by the Fund would decline and that amounts
payable to the Fund under an equity swap contract in respect of the Theoretical
Fixed Income Security would decrease or that amounts payable by the Fund
thereunder would increase. Any such decline (and/or the amount of any such
decrease or increase under a short equity swap contract) could be greater than
the derivative "interest" received on the Fund's Theoretical Fixed Income
Securities. The Fund's gross return is also expected to be reduced by
transaction costs and other Fund expenses. Those expenses will generally include
currency hedging costs if interest rates outside the U.S. are higher than those
in the U.S.
For the equity swap contracts entered into by the Fund, the
counterparty will typically be a bank, investment banking firm or broker/dealer.
The counterparty will generally agree to pay the Fund (i) interest on the
Theoretical Fixed Income Security with a principal amount equal to the notional
amount of the equity swap contract plus (ii) the amount, if any, by which that
notional amount would have decreased in value (measured in U.S. Dollars) had it
been invested in the stocks comprising the equity index agreed to by the Fund
(the "Contract Index") in proportion to the composition of the Contract Index.
(The Contract Index will be the Modified Global Index except that, to
-14-
the extent short futures contracts on a particular country's equity securities
are also used by the Fund, the Contract Index may be the Modified Global Index
with a reduced weighting for that country to reflect the futures position.) The
Fund will agree to pay the counterparty (i) any negative total return on the
Theoretical Fixed Income Security plus (ii) the amount, if any, by which the
notional amount of the equity swap contract would have increased in value
(measured in U.S. Dollars) had it been invested in the stocks comprising the
Contract Index plus (iii) the dividends that would have been received on those
stocks. Therefore, the return to the Fund on any equity swap contract should be
the total return on the Theoretical Fixed Income Security reduced by the gain
(or increased by the loss) on the notional amount as if invested in the Contract
Index and reduced by the dividends on the stocks comprising the Contract Index.
The Fund will only enter into equity swap contracts on a net basis, i.e., the
two parties' obligations are netted out, with the Fund paying or receiving, as
the case may be, only the net amount of any payments. Payments under the equity
swap contracts may be made at the conclusion of the contract or periodically
during its term.
The Fund may from time to time enter into the opposite side of equity
swap contracts (i.e., where the Fund is obligated to pay the decrease (or
receive the increase) on the Contract Index increased by any negative total
return (and decreased by any positive total return) on the Theoretical Fixed
Income Security) to reduce the amount of the Fund's equity market hedging
consistent with the Fund's objective. These positions are sometimes referred to
as "long equity swap contracts." The Fund may also take long positions in index
futures for similar purposes.
The Fund may also take a long position in index futures to reduce the
amount of the Fund's equity market hedging consistent with the Fund's objective.
When hedging positions are reduced using index futures, the Fund will also be
exposed to the risk of imperfect correlations between the index futures and the
hedging positions being reduced.
The Fund will use a combination of long and short equity swap contracts
and long and short positions in index futures in an attempt to hedge generally
its equity securities against substantially all movements in the relevant equity
markets generally. The Fund will not use equity swap contracts or Relevant
Equity Index Futures to leverage the Fund.
The Fund's actual exposure to an equity market or markets will not be
completely hedged if the aggregate of the notional amount of the long equity
swap contracts (less the notional amount of any short equity swap contracts)
relating to the relevant equity index plus the face amount of the short Index
Futures (less the face amount of any long Index Futures) is less than the Fund's
total net assets invested in common stocks principally traded on such market or
markets and will tend to be overhedged if such aggregate is more than the Fund's
total net assets so invested. Under normal conditions, the Manager expects the
Fund's total net assets invested in equity securities generally to be up to 5%
more or less than this aggregate because purchases and redemptions of Fund
shares will change the Fund's total net assets frequently, because Index Futures
can only be purchased in integral multiples of an equity index and because the
Funds' positions may appreciate or depreciate over time. Also, the ability of
the Fund to hedge risk may be diminished by imperfect correlations between price
movements of the underlying equity index with the price movements of Index
Futures relating to that index and by lack of correlation between the market
weightings of the Modified Global Index, on the one hand, and, on the other, the
market weightings represented by the common stocks selected for purchase by the
Fund.
In theory, the Fund will only be able to achieve its objective with
precision if (i) the aggregate face amount of the net short Index Futures plus
the notional amount of the long equity swap contracts (less the notional amount
of any short equity swap contracts) relating to the Selected Equity Index is
precisely equal to a Fund's total net assets, (ii) there is exact price movement
correlation between any Index Futures and the relevant equity index, (iii) there
is exact price correlation between the Modified Global Index and the overall
movements of the relevant equity markets and (iv) the Fund's currency hedging
strategies are effective. As noted, in practice there are a number of risks and
cash flows which will tend to undercut these assumptions.
The purchase and sale of common stocks and Index Futures involve
transaction costs and reverse equity swap contracts require the Fund to pay
interest on the notional amount of the contract.
In addition to the practices described above, in order to pursue its
objective the Fund may invest in securities of foreign issuers traded on U.S.
exchanges and securities traded abroad, American Depositary Receipts, European
Depository Receipts and other similar securities convertible into securities of
foreign issuers. The Fund may also invest up to 15% of its net assets in
illiquid securities and temporarily invest up to 50% of its assets in cash and
high quality money market instruments such as securities issued by the U.S.
government and agencies thereof, bankers' acceptances, commercial paper, and
bank certificates of deposit.
The Fund may also enter repurchase agreements, and lend portfolio
securities valued at up to one-third of total assets.
In addition, for hedging purposes only the Fund may use forward foreign
currency contracts, currency futures contracts, related options and options on
currencies, and buy and sell foreign currencies.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices" later in this Prospectus.
DOMESTIC BOND FUND
-15-
The Domestic Bond Fund seeks to earn high total return through
investment primarily in U.S. Government Securities. The Fund may also invest a
significant portion of its assets in other investment grade bonds (including
convertible bonds) denominated in U.S. dollars. The Fund's portfolio will
generally have a duration of approximately four to six years (excluding
short-term investments). The duration of a fixed income security is the weighted
average maturity, expressed in years, of the present value of all future cash
flows, including coupon payments and principal repayments. The Fund will attempt
to provide a total return greater than that generally provided by the U.S.
government securities market as measured by an index selected from time to time
by the Manager. The Fund may invest in fixed income securities of any maturity,
although the Fund expects that at least 65% of its total assets will be
comprised of "bonds" (as such term is defined above) of U.S. issuers. Fixed
income securities include securities issued by federal, state, local and foreign
governments, and a wide range of private issuers.
The Fund may lend portfolio securities valued at up to one-third of
total assets, invest up to 5% of its assets in lower rated securities (also
known as "junk bonds"), and invest in adjustable rate securities, zero coupon
securities and depository receipts. The Fund may also enter into repurchase
agreements, reverse repurchase agreements and dollar roll transactions. The Fund
may also enter into loan participation agreements and invest in other direct
debt instruments. In addition, the Fund may invest in mortgage-backed and other
asset-backed securities issued by the U.S. government, its agencies and by
non-government issuers, including collateral mortgage obligations ("CMO's"),
strips and residuals. The Fund may also invest in indexed securities the
redemption values and/or coupons of which are indexed to the prices of other
securities, securities indices, currencies, precious metals or other
commodities, or other financial indicators. The Fund may also enter into firm
commitment agreements with banks or broker-dealers, and may invest up to 15% of
its net assets in illiquid securities.
In addition, the Fund may buy put and call options, sell (write)
covered options, and enter into futures contracts and options on futures
contracts for hedging, investment and risk management and to effect synthetic
sales and purchases. The Fund's use of options on particular securities (as
opposed to market indices) is limited such that the premiums paid by the Fund on
all outstanding options it has purchased may not exceed 5% of its total assets.
The Fund may also use interest rate swap contracts, contracts for differences
and interest rate caps, floors and collars for hedging, investment and risk
management.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
INTERNATIONAL BOND FUND
The International Bond Fund seeks to earn high total return through
investment primarily in investment-grade bonds (including convertible bonds)
denominated in various currencies, including U.S. dollars, or in multicurrency
units. The Fund will attempt to provide a total return greater than that
generally provided by the international fixed income securities markets as
measured by an index selected from time to time by the Manager. Because the Fund
will not generally attempt to hedge against an appreciation in the U.S. dollar
relative to the foreign currency in which its portfolio securities are
denominated, investors should expect that the Fund's performance will be
adversely affected by appreciation of the U.S. dollar and will be positively
affected by a decline in the U.S. dollar relative to the currencies in which the
Funds' portfolio securities are denominated.
The Fund may invest in fixed income securities of any maturity,
although the Fund expects that at least 65% of its total assets will be
comprised of "bonds" as such term is defined above. Fixed income securities
include securities issued by federal, state, local and foreign governments, and
a wide range of private issuers.
The Fund may enter into loan participation agreements and other direct
investments, forward foreign exchange agreements, and purchase or sell
securities on a when-issued or delayed delivery basis. The Fund may also invest
a portion of its assets in sovereign debt (bonds, including convertible bonds
and Brady bonds, and loans) of countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe and Africa (see "Emerging Country Debt
Fund") and, to the extent permitted by the 1940 Act, may invest in shares of the
Emerging Country Debt Fund or the Core Emerging Country Debt Fund.
The Fund may lend portfolio securities valued at up to one-third of
total assets, invest up to 25% of its assets in lower rated securities (also
known as "junk bonds"), and invest in adjustable rate securities, zero coupon
securities and depositary receipts of foreign issuers. The Fund may also enter
into repurchase agreements, reverse repurchase agreements and dollar roll
agreements. In addition, the Fund may invest in mortgage-backed and other
asset-backed securities issued by the U.S. government, its agencies and by
non-government issuers, including collateral mortgage obligations ("CMO's"),
strips and residuals. The Fund may also invest in indexed securities the
redemption values and/or coupons of which are indexed to the prices of other
securities, securities indices, currencies, precious metals or other
commodities, or other financial indicators. The Fund may also enter into firm
commitment agreements with banks or broker-dealers, and may invest up to 15% of
its net assets in illiquid securities.
The Fund may buy put and call options, sell (write) covered options,
and enter into futures contracts and options on futures contracts for hedging,
investment and risk management and to effect synthetic sales and purchases. The
Fund's use of options on particular securities (as opposed to market indices) is
limited such that the premiums paid by the Fund on all outstanding options it
has purchased may not exceed 10% of its total assets. The Fund may also write
options in connection with buy-and-write transactions, and use index futures on
foreign
-16-
indices for investment, anticipatory hedging and risk management. In addition,
the Fund may use forward foreign currency contracts, currency futures contracts
and related options, currency swap contracts, options on currencies, and buy and
sell currencies for hedging, and for currency risk management. The Fund may also
use synthetic bonds and synthetic foreign currency denominated securities to
approximate desired risk/return profiles where the desired profile is either
unavailable or possesses undesirable characteristics.
In addition, the Fund may use interest rate swap contracts, contracts
for differences and interest rate caps, floors and collars for hedging,
investment and risk management.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
CURRENCY HEDGED INTERNATIONAL BOND FUND
The Currency Hedged International Bond Fund seeks to earn high total
return through investment primarily in investment- grade bonds (including
convertible bonds) denominated in various currencies including U.S. dollars or
in multicurrency units. The Fund will attempt to provide a total return greater
than that generally provided by the international fixed income securities
markets as measured by an index selected from time to time by the Manager. The
Fund has the same objectives and policies as the International Bond Fund, except
that the Currency Hedged International Bond Fund will generally attempt to hedge
at least 75% of its foreign currency-denominated portfolio securities against an
appreciation in the U.S. dollar relative to the foreign currencies in which the
portfolio securities are denominated. However, there can be no assurance that
the Fund's hedging strategies will be totally effective.
The Fund may invest in fixed income securities of any maturity,
although the Fund expects that at least 65% of its total assets will be
comprised of "bonds" as such term is defined above. Fixed income securities
include securities issued by federal, state, local and foreign governments, and
a wide range of private issuers.
The Fund may enter into loan participation agreements and other direct
investments, forward foreign exchange agreements and purchase or sell securities
on a when-issued or delayed delivery basis. The Fund may also invest a portion
of its assets in sovereign debt (bonds, including convertible bonds and Brady
Bonds, and loans) of countries in Asia, Latin America, the Middle East, Southern
Europe, Eastern Europe and Africa (see "Emerging Country Debt Fund") and, to the
extent permitted by the 1940 Act, may invest in shares of the Emerging Country
Debt Fund or the Core Emerging Country Debt Fund.
The Fund may lend portfolio securities valued at up to one-third of
total assets, invest up to 25% of its assets in lower rated securities (also
known as "junk bonds"), and invest in adjustable rate securities, zero coupon
securities and depositary receipts of foreign issuers. The Fund may also enter
into repurchase agreements, reverse repurchase agreements and dollar roll
agreements. In addition, the Fund may invest in mortgage-backed and other
asset-backed securities issued by the U.S. government, its agencies and by
non-government issuers, including collateral mortgage obligations ("CMO's"),
strips and residuals. The Fund may also invest in indexed securities the
redemption values and/or coupons of which are indexed to the prices of other
securities, securities indices, currencies, precious metals or other
commodities, or other financial indicators. The Fund may also enter into firm
commitment agreements with banks or broker-dealers, and may invest up to 15% of
its net assets in illiquid securities.
The Fund may buy put and call options, sell (write) covered options,
and enter into futures contracts and options on futures contracts for hedging,
investment and risk management and to effect synthetic sales and purchases. The
Fund's use of options on particular securities (as opposed to market indices) is
limited such that the premiums paid by the Fund on all outstanding options it
has purchased may not exceed 10% of its total assets. The Fund may also write
options in connection with buy-and-write transactions, and use index futures on
foreign indices for investment, anticipatory hedging and risk management. In
addition, the Fund may use forward foreign currency contracts, currency futures
contracts and related options, currency swap contracts, options on currencies,
and buy and sell currencies for hedging, and for currency risk management. The
Fund may also use synthetic bonds and synthetic foreign currency denominated
securities to approximate desired risk/return profiles where the desired profile
is either unavailable or possesses undesirable characteristics.
In addition, the Fund may use interest rate swap contracts, contracts
for differences and interest rate caps, floors and collars for hedging,
investment and risk management.
For a detailed description of the investment practices described in the
three preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices."
GLOBAL BOND FUND
The Global Bond Fund seeks to earn high total return through investment
primarily in investment-grade bonds (including convertible bonds) denominated in
various currencies, including U.S. dollars, or in multicurrency units. The Fund
will attempt to provide a total return greater than that generally provided by
the global fixed income securities markets as measured by an index selected from
time to time by the Manager. The Fund will invest in fixed income securities of
both United States and foreign issuers. Because the Fund will not generally
attempt to hedge against an appreciation in the U.S. dollar relative to the
foreign currencies in which some of its portfolio securities are denominated,
investors should expect that the Fund's performance will be adversely affected
by appreciation of
-17-
the U.S. dollar and will be positively affected by a decline in the U.S. dollar
relative to the currencies in which the Funds' portfolio securities are
denominated.
The Fund may invest in fixed income securities of any maturity,
although the Fund expects that at least 65% of its total assets will be
comprised of "bonds" as such term is defined above. Fixed income securities
include securities issued by federal, state, local and foreign governments, and
a wide range of private issuers.
Under certain adverse investment conditions, the Fund may restrict the
number of securities markets in which assets will be invested, although under
normal market circumstances it is expected that the Fund's investments will
involve securities principally traded in at least three different countries. For
temporary defensive purposes, the Fund may invest up to 100% of its assets in
securities principally traded in the United States and/or denominated in U.S.
dollars.
The Fund may enter into loan participation agreements and other direct
investments, forward foreign exchange agreements, and purchase or sell
securities on a when-issued or delayed delivery basis. The Fund may also invest
a portion of its assets in sovereign debt (bonds, including convertible bonds
and Brady bonds, and loans) of countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe and Africa (See "Emerging Country Debt
Fund") and, to the extent permitted by the 1940 Act, may invest in shares of the
Emerging Country Debt Fund, the Core Emerging Country Debt Fund, the Domestic
Bond Fund and/or the International Bond Fund.
The Fund may lend portfolio securities valued at up to one-third of
total assets, invest up to 25% of its assets in lower rated securities (also
known as "junk bonds"), and invest in adjustable rate securities, zero coupon
securities and depository receipts of foreign issuers. The Fund may also enter
into repurchase agreements, reverse repurchase agreements and dollar roll
transactions. In addition, the Fund may invest in mortgage-backed and other
asset-backed securities issued by the U.S. government, its agencies and by
non-government issuers, including collateral mortgage obligations ("CMO's"),
strips and residuals. The Fund may also invest in indexed securities the
redemption values and/or coupons of which are indexed to the prices of other
securities, securities indices, currencies, precious metals or other
commodities, or other financial indicators. The Fund may also enter into firm
commitment agreements with banks or broker-dealers, and may invest up to 15% of
its net assets in illiquid securities.
The Fund may buy put and call, sell (write) covered options, and enter
into futures contracts and options on futures contracts for hedging, investment
and risk management and to effect synthetic sales and purchases. The Fund's use
of options on particular securities (as opposed to market indices) is limited
such that the premiums paid by the Fund on all outstanding options it has
purchased may not exceed 10% of its total assets. The Fund may also write
options in connection with buy-and- write transactions, and use index futures on
foreign indices for investment, anticipatory hedging and risk management. In
addition, the Fund may use forward foreign currency contracts, currency futures
contracts and related options, currency swap contracts, options on currencies,
and buy and sell currencies for hedging and for currency risk management. The
Fund may also use futures contracts and foreign currency forward contracts to
create synthetic bonds and synthetic foreign currency denominated securities to
approximate desired risk/return profiles where the non-synthetic security having
the desired risk/return profile is either unavailable or possesses undesirable
characteristics.
In addition, the Fund may use interest rate and currency swap
contracts, contracts for differences and interest rate caps, floors and collars
for hedging, investment and risk management. The use of unsegregated futures
contracts, related options, interest rate floors, caps and collars and interest
rate swap contracts for risk management is limited to no more than 10% of the
Fund's total net assets when aggregated with the Fund's traditional borrowings.
This 10% limitation applies to the face amount of unsegregated futures contracts
and related options and to the amount of a Fund's net payment obligation that is
not segregated against in the case of interest rate floors, caps and collars and
interest rate swap contracts.
For a more detailed description of the investment practices described
above and the risks associated with them, see "Descriptions and Risks of Fund
Investment Practices" later in this Prospectus.
EMERGING COUNTRY DEBT FUND
The Emerging Country Debt Fund seeks to earn high total return by
investing primarily in sovereign debt (bonds, including convertible bonds, and
loans) of countries in Asia, Latin America, the Middle East and Africa, as well
as any country located in Europe which is not in the European Community
("EMERGING COUNTRIES"). In addition to considerations relating to investment
restrictions and tax barriers, allocation of the Fund's investments among
selected emerging countries will be based on certain other relevant factors
including the outlook for economic growth, currency exchange rates, interest
rates, political factors and the stage of the local market cycle. The Fund will
generally have at least 50% of its assets denominated in hard currencies such as
the U.S. dollar, Japanese yen, Italian lira, British pound, Deutchmark, French
franc and Canadian dollar. The Fund will attempt to provide a total return
greater than that generally provided by the international fixed income
securities markets as measured by an index selected from time to time by the
Manager.
The Fund has a fundamental policy that, under normal market conditions,
at least 65% of its total assets will be invested in debt securities of Emerging
Countries. In addition, the Fund may invest in fixed income securities of any
maturity, although the Fund expects that at least 65% of its total assets will
be
-18-
comprised of "bonds" as such term is defined above. Fixed income securities
include securities issued by federal, state, local and foreign governments, and
a wide range of private issuers.
The Emerging Country Debt Fund's investments in Emerging Country debt
instruments are subject to special risks that are in addition to the usual risks
of investing in debt securities of developed foreign markets around the world,
and investors are strongly advised to consider those risks carefully. See
"Descriptions and Risks of Fund Investment Practices -- Certain Risks of Foreign
Investments."
The Fund may enter into loan participation agreements and other direct
investments, forward foreign exchange agreements, invest in Brady bonds and
purchase or sell securities on a when-issued or delayed delivery basis. The Fund
may also lend portfolio securities valued at up to one-third of total assets,
invest without limit in lower rated securities (also known as "junk bonds"), and
invest in adjustable rate securities, zero coupon securities and depository
receipts of foreign issuers. The Fund may also enter into repurchase agreements,
reverse repurchase agreements and dollar roll agreements. In addition, the Fund
may invest in mortgage-backed and other asset-backed securities issued by the
U.S. government, its agencies and by non-government issuers, including
collateral mortgage obligations ("CMO's"), strips and residuals. The Fund may
also invest in indexed securities the redemption values and/or coupons of which
are indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators. The Fund
may also enter into firm commitment agreements with banks or broker-dealers, and
may invest up to 15% of its net assets in illiquid securities.
The Fund may buy put and call options, sell (write) covered options,
and enter into futures contracts and options on futures contracts for hedging,
investment and risk management and to effect synthetic sales and purchases. The
Fund's use of options on particular securities (as opposed to market indices) is
limited such that the premiums paid by the Fund on all outstanding options it
has purchased may not exceed 10% of its total assets. The Fund may also write
options in connection with buy-and-write transactions, and use index futures on
foreign indices for investment, anticipatory hedging and risk management. In
addition, the Fund may use forward foreign currency contracts, currency futures
contracts and related options, currency swap contracts, options on currencies,
and buy and sell currencies for hedging, and for currency risk management. The
Fund may also use synthetic bonds and synthetic foreign currency denominated
securities to approximate desired risk/return profiles where the desired profile
is either unavailable or possesses undesirable characteristics.
In addition, the Fund may use interest rate swap contracts, contracts
for differences and interest rate caps, floors and collars for hedging,
investment and risk management.
For a detailed description of the investment practices described in the
four preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices" later in this Prospectus.
CORE EMERGING COUNTRY DEBT FUND
The Core Emerging Country Debt Fund seeks to earn high total return by
investing primarily in sovereign debt (bonds, including convertible bonds, and
loans) of Emerging Countries. The Fund's investments will be concentrated in
emerging country debt issues having above average marketability. In addition to
considerations relating to investment restrictions and tax barriers, allocation
of the Fund's investments among selected emerging countries will be based on
certain other relevant factors including the outlook for economic growth,
currency exchange rates, interest rates, political factors and the stage of the
local market cycle. The Fund will generally have at least 50% of its assets
denominated in hard currencies such as the U.S. dollar, Japanese yen, Italian
lira, British pound, Deutchmark, French franc and Canadian dollar. The Fund will
attempt to provide a total return greater than that generally provided by the
international fixed income securities markets as measured by an index selected
from time to time by the Manager.
The Fund has a fundamental policy that, under normal market conditions,
at least 65% of its total assets will be invested in debt securities of Emerging
Countries. In addition, the Fund may invest in fixed income securities of any
maturity, although the Fund expects that at least 65% of its total assets will
be comprised of "bonds" as such term is defined above. Fixed income securities
include securities issued by federal, state, local and foreign governments, and
a wide range of private issuers.
The investments of the Core Emerging Country Debt Fund in Emerging
Country debt instruments are subject to special risks that are in addition to
the usual risks of investing in debt securities of developed foreign markets
around the world, and investors are strongly advised to consider those risks
carefully. See "Descriptions and Risks of Fund Investment Practices -- Certain
Risks of Foreign Investments."
The Fund may enter into loan participation agreements and other direct
investments, forward foreign exchange agreements, invest in Brady bonds and
purchase or sell securities on a when-issued or delayed delivery basis. The Fund
may also lend portfolio securities valued at up to one-third of total assets,
invest without limit in lower rated securities (also known as "junk bonds"), and
invest in adjustable rate securities, zero coupon securities and depository
receipts of foreign issuers. The Fund may also enter into repurchase agreements,
reverse repurchase agreements and dollar roll agreements. In addition, the Fund
may invest in mortgage-backed and other asset-backed securities issued by the
U.S. government, its agencies and by non-government issuers, including
collateral mortgage obligations ("CMO's"), strips and residuals. The Fund may
also invest in indexed securities the redemption values and/or coupons of which
are indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators. The Fund
may also enter into firm
-19-
commitment agreements with banks or broker-dealers, and may invest up to 15% of
its net assets in illiquid securities.
The Fund may buy put and call options, sell (write) covered options,
and enter into futures contracts and options on futures contracts for hedging,
investment and risk management and to effect synthetic sales and purchases. The
Fund's use of options on particular securities (as opposed to market indices) is
limited such that the premiums paid by the Fund on all outstanding options it
has purchased may not exceed 10% of its total assets. The Fund may also write
options in connection with buy-and-write transactions, and use index futures on
foreign indices for investment, anticipatory hedging and risk management. In
addition, the Fund may use forward foreign currency contracts, currency futures
contracts and related options, currency swap contracts, options on currencies,
and buy and sell currencies for hedging, and for currency risk management. The
Fund may also use synthetic bonds and synthetic foreign currency denominated
securities to approximate desired risk/return profiles where the desired profile
is either unavailable or possesses undesirable characteristics.
In addition, the Fund may use interest rate swap contracts, contracts
for differences and interest rate caps, floors and collars for hedging,
investment and risk management.
For a detailed description of the investment practices described in the
four preceding paragraphs and the risks associated with them, see "Descriptions
and Risks of Fund Investment Practices" later in this Prospectus.
ASSET ALLOCATION FUNDS
The Asset Allocation Funds are mutual funds that invest in other Funds
of the Trust (the "underlying Funds") and, in doing so, seek to outperform a
specified benchmark. The Asset Allocation Funds are expected to be able to
operate in such a manner notwithstanding prohibitions in Sections 12(d)(1) and
17(a), inter alia, of the Investment Company Act of 1940, as amended, pursuant
to an order of the Securities and Exchange Commission ("SEC"). While the Trust
expects to receive such an order in coming months, there is no guarantee that
the SEC will grant such exemptive relief in the next few months, or ever. Absent
such an order the Trust may not offer or sell shares of the Asset Allocation
Funds.
The Manager decides and manages the allocation of the assets of each
Asset Allocation Fund among a permitted selection of underlying Funds of the
Trust, as set forth below. Thus, an investor in an Asset Allocation Fund
receives investment management within each of the underlying Funds and receives
management with respect to the allocation of the investment among the Funds as
well.
The Manager does not charge an advisory fee for asset allocation advice
provided to the Asset Allocation Funds, but receives only the management fees
from the underlying Funds in which the Asset Allocation Funds invest. Stated
otherwise, there are no management fees at the Asset Allocation Fund level.
Certain expenses, such as custody, transfer agency and audit fees, will be
incurred at the Asset Allocation Fund level.
Each Asset Allocation Fund offers Class I and Class II Shares. Asset
Allocation Funds will invest in Class III Shares of underlying Funds. Since
investors in Class I and Class II Shares could not otherwise invest in Class III
Shares of the underlying Funds, which have higher investment minimums and lower
Shareholder Service Fees, the Class I and Class II Shares of each Asset
Allocation Fund will bear Shareholder Service Fees in addition to the
Shareholder Service Fee that will be indirectly borne because of the Asset
Allocation Funds' investment in Class III Shares of the underlying Funds.
Investors should refer to "Multiple Classes" herein for greater detail
concerning the eligibility requirements and other differences among the classes.
Investors in the Asset Allocation Funds should consider both the direct
risks associated with an investment in a "fund-of- funds," and the indirect
risks associated with an investment in the underlying Funds. See "Descriptions
and Risks of Fund Investment Practices -- Special Allocation Fund
Considerations" for a discussion of the risks directly associated with an
investment in the Asset Allocation Funds. Investors should also carefully review
the "Investment Objectives and Policies" description of each underlying Fund in
which the relevant Asset Allocation Fund may invest, as well as each
corresponding "Descriptions and Risks of Fund Investment Practices" section
associated with each such underlying Fund's investment practices.
INTERNATIONAL EQUITY ALLOCATION FUND
The International Equity Allocation Fund seeks a total return greater
than the return of a benchmark index (the "EAFE-LITE EXTENDED INDEX") developed
by the Manager which is a modification of the EAFE-lite Index but which also
includes a weighting for Emerging Countries. See "Investment Objectives and
Policies - International Core Fund" for a description of the EAFE-lite Index.
The Fund will pursue its objective by investing to varying extents, as
determined by Manager, in Class III Shares of the International Core Fund,
Currency Hedged International Core Fund, International Small Companies Fund,
Japan Fund and Emerging Markets Fund. Although the Fund is designed to be
measured in comparison to the EAFE-lite Extended Index, it is not an index fund
or an "index-plus" fund, but rather seeks to add total return in excess of the
EAFE-lite Extended Index benchmark both by making bets relative to that
benchmark with respect to the allocation of the Fund among the various asset
categories represented by the underlying funds, and by participating indirectly
in the attempt that each of the underlying Funds makes to outperform its own
respective benchmark index.
While the Fund's assets will be primarily invested in the Funds listed
above, the Fund may also hold cash and invest in short-term fixed income
securities, including shares of the Short- Term Income Fund and Global Hedged
Equity Fund and high quality money market instruments such as securities issued
by the
-20-
U.S. government and agencies thereof, bankers' acceptances, commercial paper and
bank certificates of deposit.
For a detailed description of the objective and policies of each
underlying Fund, see "Investment Objectives and Policies" herein. For a detailed
description of the investment practices referred to therein, see "Description
and Risks of Fund Investment Practices" later in this Prospectus.
WORLD EQUITY ALLOCATION FUND
The World Equity Allocation Fund seeks a total return greater than the
return of a benchmark index (the "WORLD LITE EXTENDED INDEX") developed by the
Manager which is a modification of the Morgan Stanley Capital International
World Index that reduces the weighting of Japan and includes a weighting for
Emerging Countries. The Fund will pursue its objective by investing to varying
extents, as determined by the Manager, in Class III Shares of the Core Fund,
Growth Allocation Fund, Value Allocation Fund, U.S. Sector Allocation Fund,
Fundamental Value Fund, Core II Secondaries Fund, International Core Fund,
Currency Hedged International Core Fund, International Small Companies Fund,
Japan Fund and Emerging Markets Fund. Although the Fund is designed to be
measured in comparison to the World Lite Extended Index, it is not an index fund
or an "index-plus" fund, but rather seeks to add total return in excess of the
World Lite Extended Index benchmark both by making bets relative to that
benchmark with respect to the allocation of the Fund among the various asset
categories represented by the underlying funds, and by participating indirectly
in the attempt that each of the underlying Funds makes to outperform its own
respective benchmark index.
While the Fund's assets will be primarily invested in the Funds listed
above, the Fund may also hold cash and invest in short-term fixed income
securities, including shares of the Short- Term Income Fund and Global Hedged
Equity Fund and high quality money market instruments such as securities issued
by the U.S. government and agencies thereof, bankers' acceptances, commercial
paper and bank certificates of deposit.
For a detailed description of the objective and policies of each
underlying Fund, see "Investment Objectives and Policies" herein. For a detailed
description of the investment practices referred to therein, see "Description
and Risks of Fund Investment Practices" later in this Prospectus.
GLOBAL EQUITY ALLOCATION FUND
The Global Equity Allocation Fund seeks a total return greater than the
return of a benchmark index (the "GMO GLOBAL EQUITY INDEX") developed by the
Manager which is a weighted index comprised 75% by the S&P 500 Index and 25% by
the EAFE-lite Extended Index. See "Investment Objectives and Policies" for a
description of the S&P 500. See "Investment Objectives and Policies --
International Equity Allocation Fund" for a description of the EAFE-lite
Extended Index. The Fund will pursue its objective by investing to varying
extents, as determined by the Manager, in Class III Shares of the Core Fund,
Growth Allocation Fund, Value Allocation Fund, U.S. Sector Allocation Fund,
Fundamental Value Fund, Core II Secondaries Fund, International Core Fund,
Currency Hedged International Core Fund, International Small Companies Fund,
Japan Fund and Emerging Markets Fund. Although the Fund is designed to be
measured in comparison to the GMO Global Equity Index, it is not an index fund
or an "index-plus" fund, but rather seeks to add total return in excess of the
GMO Global Equity Index benchmark both by making bets relative to that benchmark
with respect to the allocation of the Fund among the various asset categories
represented by the underlying Funds, and by participating indirectly in the
attempt that each of the underlying Funds makes to outperform its own respective
benchmark index.
While the Fund's assets will be primarily invested in the Funds listed
above, the Fund may also hold cash and invest in short-term fixed income
securities, including shares of the Short- Term Income Fund and Global Hedged
Equity Fund and high quality money market instruments such as securities issued
by the U.S. government and agencies thereof, bankers' acceptances, commercial
paper and bank certificates of deposit.
For a detailed description of the objective and policies of each
underlying Fund, see "Investment Objectives and Policies" herein. For a detailed
description of the investment practices referred to therein, see "Description
and Risks of Fund Investment Practices" later in this Prospectus.
GLOBAL BALANCED ALLOCATION FUND
The Global Balanced Allocation Fund seeks a total return greater than
the return of a benchmark index (the "GMO GLOBAL BALANCED INDEX") developed by
the Manager which is a weighted index comprised 48.75% by the S&P 500, 16.25% by
the EAFE-Lite Extended Index and 35% by the Lehman Brothers Government Index.
See "Investment Objectives and Policies" for a description of the S&P 500. See
"Investment Objectives and Policies -- International Equity Allocation Fund" for
a description of the EAFE-Lite Extended Index. The Fund will pursue its
objective by investing to varying extents, as determined by the Manager, in
Class III Shares of the Core Fund, Growth Allocation Fund, Value Allocation
Fund, U.S. Sector Allocation Fund, Fundamental Value Fund, Core II Secondaries
Fund, International Core Fund, Currency Hedged International Core Fund,
International Small Companies Fund, Japan Fund, Emerging Markets Fund, Domestic
Bond Fund, International Bond Fund, Currency Hedged International Bond Fund and
Emerging Country Debt Fund. The Fund has a fundamental policy that it will,
under normal market conditions, invest in equity securities of underlying Funds
such that, under normal market conditions, at least 25% of the Fund's total
assets will indirectly be invested in fixed income senior securities.
Although the Fund is designed to be measured in comparison to the GMO Global
Balanced Index, it is not an index fund or an "index-plus" fund, but rather
seeks
-21-
to add total return in excess of the GMO Global Balanced Index benchmark both by
making bets relative to that benchmark with respect to the allocation of the
Fund among the various asset categories represented by the underlying funds, and
by participating indirectly in the attempt that each of the underlying Funds
makes to outperform its own respective benchmark index.
While the Fund's assets will be primarily invested in the Funds listed
above, the Fund may also hold cash and invest in short-term fixed income
securities, including shares of the Short- Term Income Fund and Global Hedged
Equity Fund and high quality money market instruments such as securities issued
by the U.S. government and agencies thereof, bankers' acceptances, commercial
paper and bank certificates of deposit.
For a detailed description of the objective and policies of each
underlying Fund, see "Investment Objectives and Policies" herein. For a detailed
description of the investment practices referred to therein, see "Description
and Risks of Fund Investment Practices" later in this Prospectus.
-22-
DESCRIPTIONS AND RISKS OF FUND
INVESTMENT PRACTICES
The following is a detailed description of the various investment
practices in which the Funds may engage and the risks associated with their use.
Not all Funds may engage in all practices described below. Please refer to the
"Investment Objectives and Policies" section above for determination of which
practices a particular Fund may engage in. Investors in Asset Allocation Funds
should be aware that each Asset Allocation Fund will, indirectly through the
underlying Funds to which portions of the Asset Allocation Fund's assets are
allocated, engage in the practices engaged in by such underlying Funds.
PORTFOLIO TURNOVER
Portfolio turnover is not a limiting factor with respect to investment
decisions for the Funds. The portfolio turnover rate of those Funds with at
least five months of operational history is shown under the heading "Financial
Highlights."
In any particular year, market conditions may well result in greater
rates than are presently anticipated. However, portfolio turnover for the REIT
Fund, the Core Emerging Country Debt Fund, the Currency Hedged International
Core Fund, the Global Bond Fund and the Foreign Fund is not expected to exceed
150%. High portfolio turnover involves correspondingly greater brokerage
commissions and other transaction costs, which will be borne directly by the
relevant Fund, and could involve realization of capital gains that would be
taxable when distributed to shareholders of the relevant Fund unless such
shareholders are themselves exempt. See "Taxes" section below.
DIVERSIFIED AND NON-DIVERSIFIED PORTFOLIOS
It is a fundamental policy of each of the Core Fund, the Tobacco-Free
Core Fund, the Core II Secondaries Fund, the Fundamental Value Fund, the
International Core Fund, the International Small Companies Fund, the GMO
International Equity Allocation Fund, the GMO World Equity Allocation Fund, the
GMO Global Equity Allocation Fund, and the GMO Global Balanced Allocation Fund,
which may not be changed without shareholder approval, that at least 75% of the
value of each such Funds' total assets are represented by cash and cash items
(including receivables), Government securities, securities of other investment
companies, and other securities for the purposes of this calculation limited in
respect of any one issuer to an amount not greater in value than 5% of the value
of the relevant Fund's total assets and to not more than 10% of the outstanding
voting securities of any single issuer. Each such Fund is referred to herein as
a "diversified" fund.
All other Funds are "non-diversified" funds under the 1940 Act, and as
such are not required to satisfy the "diversified" requirements stated above. As
a non-diversified fund, each of these Funds may invest a relatively high
percentage of its assets in the securities of relatively few issuers that the
Manager deems to be attractive investments, rather than invest in the securities
of a large number of issuers merely to satisfy diversification requirements.
Such concentration may increase the risk of loss to such Funds should there be a
decline in the market value of any one portfolio security. Investment in a
non-diversified fund may therefore entail greater risks than investment in a
diversified fund. All Funds, however, must meet certain diversification
standards to qualify as a "regulated investment company" under the Internal
Revenue Code of 1986.
CERTAIN RISKS OF FOREIGN INVESTMENTS
GENERAL. Investment in foreign issuers or securities principally traded
overseas may involve certain special risks due to foreign economic, political
and legal developments, including favorable or unfavorable changes in currency
exchange rates, exchange control regulations (including currency blockage),
expropriation of assets or nationalization, imposition of withholding taxes on
dividend or interest payments, and possible difficulty in obtaining and
enforcing judgments against foreign entities. Furthermore, issuers of foreign
securities are subject to different, often less comprehensive, accounting,
reporting and disclosure requirements than domestic issuers. The securities of
some foreign governments and companies and foreign securities markets are less
liquid and at times more volatile than comparable U.S. securities and securities
markets. Foreign brokerage commissions and other fees are also generally higher
than in the United States. The laws of some foreign countries may limit a Fund's
ability to invest in securities of certain issuers located in these foreign
countries. There are also special tax considerations which apply to securities
of foreign issuers and securities principally traded overseas. Investors should
also be aware that under certain circumstances, markets which are perceived to
have similar characteristics to troubled markets may be adversely affected
whether or not similarities actually exist.
EMERGING MARKETS. The risks described above apply to an even greater
extent to investments in emerging markets. The securities markets of emerging
countries are generally smaller, less developed, less liquid, and more volatile
than the securities markets of the U.S. and developed foreign markets.
Disclosure and regulatory standards in many respects are less stringent than in
the U.S. and developed foreign markets. There also may be a lower level of
monitoring and regulation of securities markets in emerging market countries and
the activities of investors in such markets, and enforcement of existing
regulations has been extremely limited. Many emerging countries have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have very negative effects on the economies and securities markets
of certain emerging countries. Economies in emerging markets generally are
heavily dependent upon international trade and, accordingly, have been and may
continue to be affected adversely by trade barriers, exchange controls, managed
adjustments in relative currency values, and other protectionist measures
imposed or negotiated by the countries with which they
trade. These economies also have been and may continue to be adversely affected
by economic conditions in the countries in which they trade. The economies of
countries with emerging markets may also be predominantly based on only a few
industries or dependent on revenues from particular commodities. In addition,
custodial services and other costs relating to investment in foreign markets may
be more expensive in emerging markets than in many developed foreign markets,
which could reduce a Fund's income from such securities. Finally, because
publicly traded debt instruments of emerging markets represent a relatively
recent innovation in the world debt markets, there is little historical data or
related market experience concerning the attributes of such instruments under
all economic, market and political conditions.
In many cases, governments of emerging countries continue to exercise
significant control over their economies, and government actions relative to the
economy, as well as economic developments generally, may affect the capacity of
issuers of emerging country debt instruments to make payments on their debt
obligations, regardless of their financial condition. In addition, there is a
heightened possibility of expropriation or confiscatory taxation, imposition of
withholding taxes on interest payments, or other similar developments that could
affect investments in those countries. There can be no assurance that adverse
political changes will not cause a Fund to suffer a loss of any or all of its
investments or, in the case of fixed-income securities, interest thereon.
SECURITIES LENDING
All of the Funds (except for the Asset Allocation Funds) may make
secured loans of portfolio securities amounting to not more than one-third of
the relevant Fund's total assets, except for the International Core and Currency
Hedged International Core Funds, each of which may make loans of portfolio
securities amounting to not more than 25% of their respective total assets. The
risks in lending portfolio securities, as with other extensions of credit,
consist of possible delay in recovery of the securities or possible loss of
rights in the collateral should the borrower fail financially. However, such
loans will be made only to broker-dealers that are believed by the Manager to be
of relatively high credit standing. Securities loans are made to broker-dealers
pursuant to agreements requiring that loans be continuously secured by
collateral in cash or U.S. Government Securities at least equal at all times to
the market value of the securities lent. The borrower pays to the lending Fund
an amount equal to any dividends or interest the Fund would have received had
the securities not been lent. If the loan is collateralized by U.S. Government
Securities, the Fund will receive a fee from the borrower. In the case of loans
collateralized by cash, the Fund typically invests the cash collateral for its
own account in interest-bearing, short-term securities and pays a fee to the
borrower. Although voting rights or rights to consent with respect to the loaned
securities pass to the borrower, the Fund retains the right to call the loans at
any time on reasonable notice, and it will do so in order that the securities
may be voted by the Fund if the holders of such securities are asked to vote
upon or consent to matters materially affecting the investment. The Fund may
also call such loans in order to sell the securities involved. The Manager has
retained a lending agent on behalf of several of the Funds that is compensated
based on a percentage of a Fund's return on the securities lending activity. The
Fund also pays various fees in connection with such loans including shipping
fees and reasonable custodian fees approved by the Trustees of the Trust or
persons acting pursuant to direction of the Board.
DEPOSITORY RECEIPTS
Each Fund (except the Short-Term Income Fund and the Asset Allocation
Funds) may invest in American Depositary Receipts (ADRs), Global Depository
Receipts (GDRs) and European Depository Receipts (EDRs) (collectively,
"Depository Receipts") if issues of such Depository Receipts are available that
are consistent with a Fund's investment objective. Depository Receipts generally
evidence an ownership interest in a corresponding foreign security on deposit
with a financial institution. Transactions in Depository Receipts usually do not
settle in the same currency in which the underlying securities are denominated
or traded. Generally, ADRs, in registered form, are designed for use in the U.S.
securities markets and EDRs, in bearer form, are designed for use in European
securities markets. GDRs may be traded in any public or private securities
markets and may represent securities held by institutions located anywhere in
the world.
CONVERTIBLE SECURITIES
A convertible security is a fixed-income security (a bond or preferred
stock) which may be converted at a stated price within a specified period of
time into a certain quantity of the common stock of the same or a different
issuer. Convertible securities are senior to common stock in a corporation's
capital structure, but are usually subordinated to similar non-convertible
securities. Convertible securities provide, through their conversion feature, an
opportunity to participate in capital appreciation resulting from a market price
advance in a convertible security's underlying common stock. The price of a
convertible security is influenced by the market value of the underlying common
stock and tends to increase as the market value of the underlying stock rises,
whereas it tends to decrease as the market value of the underlying stock
declines. The Manager regards convertible securities as a form of equity
security.
FUTURES AND OPTIONS
As has been described in the "Investment Objectives and Policies"
section above, many of the Funds may use futures and options for various
purposes. Such transactions may involve options, futures and related options on
futures contracts, and those instruments may relate to particular equity and
fixed income securities, equity and fixed income indices, and foreign
currencies. The Funds may also enter into a combination of long and short
positions (including spreads and straddles) for a variety
-2-
of investment strategies, including protecting against changes in certain yield
relationships.
The use of futures contracts and options on futures contracts involves
risk. Thus, while a Fund may benefit from the use of futures and options on
futures, unanticipated changes in interest rates, securities prices, or currency
exchange rates may result in poorer overall performance for the Fund than if it
had not entered into any futures contracts or options transactions. Losses
incurred in transactions in futures and options on futures and the costs of
these transactions will affect a Fund's performance. See Appendix A, "Risks and
Limitations of Options, Futures and Swaps" for a more detailed discussion of the
limits, conditions and risks of the Funds' investments in futures contracts and
related options.
OPTIONS. As has been noted above, many Funds which may use options (1)
may enter into contracts giving third parties the right to buy the Fund's
portfolio securities for a fixed price at a future date (writing "covered call
options"); (2) may enter into contracts giving third parties the right to sell
securities to the Fund for a fixed price at a future date (writing "covered put
options"); and (3) may buy the right to purchase securities from third parties
("call options") or the right to sell securities to third parties ("put
options") for a fixed price at a future date.
WRITING COVERED OPTIONS. Each of the International Equity Funds and
Fixed Income Funds (except the Short-Term Income Fund) may seek to increase its
return by writing covered call or put options on optionable securities or
indices. A call option written by a Fund on a security gives the holder the
right to buy the underlying security from the Fund at a stated exercise price; a
put option gives the holder the right to sell the underlying security to the
Fund at a stated exercise price. In the case of options on indices, the options
are usually cash settled based on the difference between the strike price and
the value of the index.
Each such Fund will receive a premium for writing a put or call option,
which increases the Fund's return in the event the option expires unexercised or
is closed out at a profit. The amount of the premium will reflect, among other
things, the relationship of the market price and volatility of the underlying
security or securities index to the exercise price of the option, the remaining
term of the option, supply and demand and interest rates. By writing a call
option on a security, the Fund limits its opportunity to profit from any
increase in the market value of the underlying security above the exercise price
of the option. By writing a put option on a security, the Fund assumes the risk
that it may be required to purchase the underlying security for an exercise
price higher than its then current market value, resulting in a potential
capital loss unless the security subsequently appreciates in value. In the case
of options on an index, if a Fund writes a call, any profit by the Fund in
respect of portfolio securities expected to correlate with the index will be
limited by an increase in the index above the exercise price of the option. If
the Fund writes a put on an index, the Fund may be required to make a cash
settlement greater than the premium received if the index declines.
A call option on a security is "covered" if a Fund owns the underlying
security or has an absolute and immediate right to acquire that security without
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
securities held in its portfolio. A call option is also covered if the Fund
holds on a share-for-share basis a call on the same security as the call written
where the exercise price of the call held is equal to or less than the exercise
price of the call written or greater than the exercise price of the call written
if the difference is maintained by the Fund in cash, U.S. Government Securities
or other high grade debt obligations in a segregated account with its custodian.
A put option is "covered" if the Fund maintains cash, U.S. Government Securities
or other high grade debt obligations with a value equal to the exercise price in
a segregated account with its custodian, or else holds on a share-for-share
basis a put on the same security as the put written where the exercise price of
the put held is equal to or greater than the exercise price of the put written.
If the writer of an option wishes to terminate his obligation, he may
effect a "closing purchase transaction." This is accomplished, in the case of
exchange traded options, by buying an option of the same series as the option
previously written. The effect of the purchase is that the writer's position
will be canceled by the clearing corporation. The writer of an option may not
effect a closing purchase transaction after he has been notified of the exercise
of an option. Likewise, an investor who is the holder of an option may liquidate
his position by effecting a "closing sale transaction." This is accomplished by
selling an option of the same series as the option previously purchased. There
is no guarantee that a Fund will be able to effect a closing purchase or a
closing sale transaction at any particular time. Also, an over-the-counter
option may be closed out only with the other party to the option transaction.
Effecting a closing transaction in the case of a written call option
will permit the Fund to write another call option on the underlying security
with either a different exercise price or expiration date or both, or in the
case of a written put option will permit the Fund to write another put option to
the extent that the exercise price thereof is secured by deposited cash or high
grade debt obligations. Also, effecting a closing transaction will permit the
cash or proceeds from the concurrent sale of any securities subject to the
option to be used for other Fund investments. If the Fund desires to sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing transaction prior to or concurrent with the sale of the
security.
A Fund will realize a profit from a closing transaction if the price of
the transaction is less than the premium received from writing the option or is
more than the premium paid to purchase the option; the Fund will realize a loss
from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the
-3-
premium paid to purchase the option. Because increases in the market price of a
call option will generally reflect increases in the market price of the
underlying security or index of securities, any loss resulting from the
repurchase of a call option is likely to be offset in whole or in part by
appreciation of the underlying security or securities owned by the Fund.
A Fund may write options in connection with buy-and- write
transactions; that is, a Fund may purchase a security and then write a call
option against that security. The exercise price of the call the Fund determines
to write will depend upon the expected price movement of the underlying
security. The exercise price of a call option may be below ("in-the-money"),
equal to ("at-the-money") or above ("out-of-the-money") the current value of the
underlying security at the time the option is written. Buy-and-write
transactions using in-the-money call options may be used when it is expected
that the price of the underlying security will remain flat or decline moderately
during the option period. Buy-and-write transactions using at-the-money call
options may be used when it is expected that the price of the underlying
security will remain fixed or advance moderately during the option period.
Buy-and-write transactions using out- of-the-money call options may be used when
it is expected that the premiums received from writing the call option plus the
appreciation in the market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. If the call options are exercised in such transactions, the
Fund's maximum gain will be the premium received by it for writing the option,
adjusted upward or downward by the difference between the Fund's purchase price
of the security and the exercise price. If the options are not exercised and the
price of the underlying security declines, the amount of such decline will be
offset in part, or entirely, by the premium received.
The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, the Fund may elect to close the position or take
delivery of the security at the exercise price. In that event, the Fund's return
will be the premium received from the put option minus the cost of closing the
position or, if it chooses to take delivery of the security, the premium
received from the put option minus the amount by which the market price of the
security is below the exercise price. Out-of-the-money, at-the- money and
in-the-money put options may be used by the Fund in market environments
analogous to those in which call options are used in buy-and-write transactions.
The extent to which a Fund will be able to write and purchase call and
put options may be restricted by the Fund's intention to qualify as a regulated
investment company under the Internal Revenue Code.
FUTURES. A financial futures contract sale creates an obligation by the
seller to deliver the type of financial instrument called for in the contract in
a specified delivery month for a stated price. A financial futures contract
purchase creates an obligation by the purchaser to pay for and take delivery of
the type of financial instrument called for in the contract in a specified
delivery month, at a stated price. In some cases, the specific instruments
delivered or taken, respectively, at settlement date are not determined until on
or near that date. The determination is made in accordance with the rules of the
exchange on which the futures contract sale or purchase was made. Some futures
contracts are "cash settled" (rather than "physically settled," as described
above) which means that the purchase price is subtracted from the current market
value of the instrument and the net amount if positive is paid to the purchaser,
and if negative is paid by the purchaser. Futures contracts are traded in the
United States only on commodity exchanges or boards of trade -- known as
"contract markets" -- approved for such trading by the Commodity Futures Trading
Commission ("CFTC"), and must be executed through a futures commission merchant
or brokerage firm which is a member of the relevant contract market. Under U.S.
law, futures contracts on individual equity securities are not permitted. See
Appendix A, "Risks and Limitations of Options, Futures and Swaps" for more
information concerning these practices and their accompanying risks.
The purchase or sale of a futures contract differs from the purchase or
sale of a security or option in that no price or premium is paid or received.
Instead, an amount of cash or U.S. Government Securities generally not exceeding
5% of the face amount of the futures contract must be deposited with the broker.
This amount is known as initial margin. Subsequent payments to and from the
broker, known as variation margin, are made on a daily basis as the price of the
underlying futures contract fluctuates making the long and short positions in
the futures contract more or less valuable, a process known as "marking to
market." Prior to the settlement date of the futures contract, the position may
be closed out by taking an opposite position which will operate to terminate the
position in the futures contract. A final determination of variation margin is
then made, additional cash is required to be paid to or released by the broker,
and the purchaser realizes a loss or gain. In addition, a commission is paid on
each completed purchase and sale transaction.
In most cases futures contracts are closed out before the settlement
date without the making or taking of delivery. Closing out a futures contract
sale is effected by purchasing a futures contract for the same aggregate amount
of the specific type of financial instrument or commodity and the same delivery
date. If the price of the initial sale of the futures contract exceeds the price
of the offsetting purchase, the seller is paid the difference and realizes a
gain. Conversely, if the price of the offsetting purchase exceeds the price of
the initial sale, the seller realizes a loss. Similarly, the closing out of a
futures contract purchase is effected by the purchaser entering into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the
purchaser realizes a gain, and if the purchase price exceeds the offsetting sale
price, a loss will be realized.
-4-
The ability to establish and close out positions on options on futures
will be subject to the development and maintenance of a liquid secondary market.
It is not certain that this market will develop or be maintained.
INDEX FUTURES. Each of the Funds (except the Short- Term Income Fund)
may purchase futures contracts on various securities indices ("Index Futures").
Each of the Domestic Equity Funds may purchase Index Futures on the S&P 500
("S&P 500 Index Futures") and on such other domestic stock indices as the
Manager may deem appropriate. The Japan Fund may purchase Index Futures on the
Nikkei 225 Stock Average and on the Tokyo Stock Price Index ("TOPIX") (together
with Nikkei 225 futures contracts, "Japanese Index Futures"). The International
Core Fund, Currency Hedged International Core Fund, the Foreign Fund, the
International Small Companies Fund and the Emerging Markets Fund may each
purchase Index Futures on foreign stock indices, including those which may trade
outside the United States. The Domestic Bond Fund, the International Bond Fund,
the Currency Hedged International Bond Fund, the Global Bond Fund, the Emerging
Country Debt Fund and the Core Emerging Country Debt Fund may each purchase
Index Futures on domestic and (except for the Domestic Bond Fund) foreign fixed
income securities indices, including those which may trade outside the United
States. A Fund's purchase and sale of Index Futures is limited to contracts and
exchanges which have been approved by the CFTC.
An Index Future may call for "physical delivery" or be "cash settled."
An Index Future that calls for physical delivery is a contract to buy an
integral number of units of the particular securities index at a specified
future date at a price agreed upon when the contract is made. A unit is the
value from time to time of the relevant index. While a Fund that purchases an
Index Future that calls for physical delivery is obligated to pay the face
amount on the stated date, such an Index Future may be closed out on that date
or any earlier date by selling an Index Future with the same face amount and
contract date. This will terminate the Fund's position and the Fund will realize
a profit or a loss based on the difference between the cost of purchasing the
original Index Future and the price obtained from selling the closing Index
Future. The amount of the profit or loss is determined by the change in the
value of the relevant index while the Index Future was held.
Index Futures that are "cash settled" provide by their terms for
settlement on a net basis reflecting changes in the value of the underlying
index. Thus, the purchaser of such an Index Future is never obligated to pay the
face amount of the contract. The net payment obligation may in fact be very
small in relation to the face amount.
The use of Index Futures involves risk. See Appendix A, "Risks and
Limitations of Options, Futures and Swaps" for a more detailed discussion of the
limits, conditions and risks of the Funds' investment in futures contracts.
INTEREST RATE FUTURES. For the purposes previously described, the Fixed
Income Funds (other than the Short-Term Income Fund) may engage in a variety of
transactions involving the use of futures with respect to U.S. Government
Securities and other fixed income securities. The use of interest rate futures
involves risk. See Appendix A, "Risks and Limitations of Options, Futures and
Swaps" for a more detailed discussion of the limits, conditions and risks of the
Fund's investment in futures contracts.
OPTIONS ON FUTURES CONTRACTS. Options on futures contracts give the
purchaser the right in return for the premium paid to assume a position in a
futures contract at the specified option exercise price at any time during the
period of the option. Funds may use options on futures contracts in lieu of
writing or buying options directly on the underlying securities or purchasing
and selling the underlying futures contracts. For example, to hedge against a
possible decrease in the value of its portfolio securities, a Fund may purchase
put options or write call options on futures contracts rather than selling
futures contracts. Similarly, a Fund may purchase call options or write put
options on futures contracts as a substitute for the purchase of futures
contracts to hedge against a possible increase in the price of securities which
the Fund expects to purchase. Such options generally operate in the same manner
as options purchased or written directly on the underlying investments. See
"Descriptions and Risks of Fund Investment Practices -- Foreign Currency
Transactions" for a description of the Funds' use of options on currency
futures.
USES OF OPTIONS, FUTURES AND OPTIONS ON FUTURES
RISK MANAGEMENT. When futures and options on futures are used for risk
management, a Fund will generally take long positions (e.g., purchase call
options, futures contracts or options thereon) in order to increase the Fund's
exposure to a particular market, market segment or foreign currency. For
example, if a Fixed Income Fund wants to increase its exposure to a particular
fixed income security, the Fund may take long positions in futures contracts on
that security. Likewise, if an Equity Fund holds a portfolio of stocks with an
average volatility (beta) lower than that of the Fund's benchmark securities
index as a whole (deemed to be 1.00), the Fund may purchase Index Futures to
increase its average volatility to 1.00. In the case of futures and options on
futures, a Fund is only required to deposit the initial and variation margin as
required by relevant CFTC regulations and the rules of the contract markets.
Because the Fund will then be obligated to purchase the security or index at a
set price on a future date, the Fund's net asset value will fluctuate with the
value of the security as if it were already included in the Fund's portfolio.
Risk management transactions have the effect of providing a degree of investment
leverage, particularly when the Fund does not segregate assets equal to the face
amount of the contract (i.e., in cash settled futures contracts) since the
futures contract (and related options) will increase or decrease in value at a
rate which is a multiple of the rate of increase or decrease in the value of the
initial and variable margin that the Fund is
-5-
required to deposit. As a result, the value of the Fund's portfolio will
generally be more volatile than the value of comparable portfolios which do not
engage in risk management transactions. A Fund will not, however, use futures
and options on futures to obtain greater volatility than it could obtain through
direct investment in securities; that is, a Fund will not normally engage in
risk management to increase the average volatility (beta) of that Fund's
portfolio above 1.00, the level of risk (as measured by volatility) that would
be present if the Fund were fully invested in the securities comprising the
relevant index. However, a Fund may invest in futures and options on futures
without regard to this limitation if the face value of such investments, when
aggregated with the Index Futures equity swaps and contracts for differences as
described below does not exceed 10% of a Fund's assets.
HEDGING. To the extent indicated elsewhere, a Fund may also enter into
options, futures contracts and buy and sell options thereon for hedging. For
example, if a Fund wants to hedge certain of its fixed income securities against
a decline in value resulting from a general increase in market rates of
interest, it might sell futures contracts with respect to fixed income
securities or indices of fixed income securities. If the hedge is effective,
then should the anticipated change in market rates cause a decline in the value
of the Fund's fixed income security, the value of the futures contract should
increase. Likewise, the Equity Funds may sell equity index futures if a Fund
wants to hedge its equity securities against a general decline in the relevant
equity market(s). The Funds may also use futures contracts in anticipatory hedge
transactions by taking a long position in a futures contract with respect to a
security, index or foreign currency that a Fund intends to purchase (or whose
value is expected to correlate closely with the security or currency to be
purchased) pending receipt of cash from other transactions (including the
proceeds from this offering) to be used for the actual purchase. Then if the
cost of the security or foreign currency to be purchased by the Fund increases
and if the anticipatory hedge is effective, that increased cost should be
offset, at least in part, by the value of the futures contract. Options on
futures contracts may be used for hedging as well. For example, if the value of
a fixed-income security in a Fund's portfolio is expected to decline as a result
of an increase in rates, the Fund might purchase put options or write call
options on futures contracts rather than selling futures contracts. Similarly,
for anticipatory hedging, the Fund may purchase call options or write put
options as a substitute for the purchase of futures contracts. See "Descriptions
and Risks of Fund Investment Practices -- Foreign Currency Transactions" for
more information regarding the currency hedging practices of certain Funds.
INVESTMENT PURPOSES. To the extent indicated elsewhere, a Fund may also
enter into futures contracts and buy and sell options thereon for investment.
For example, a Fund may invest in futures when its Manager believes that there
are not enough attractive securities available to maintain the standards of
diversity and liquidity set for a Fund pending investment in such securities if
or when they do become available. Through this use of futures and related
options, a Fund may diversify risk in its portfolio without incurring the
substantial brokerage costs which may be associated with investment in the
securities of multiple issuers. This use may also permit a Fund to avoid
potential market and liquidity problems (e.g., driving up the price of a
security by purchasing additional shares of a portfolio security or owning so
much of a particular issuer's stock that the sale of such stock depresses that
stock's price) which may result from increases in positions already held by the
Fund.
When any Fund purchases futures contracts for investment, it will
maintain cash, U.S. Government Securities or other high grade debt obligations
in a segregated account with its custodian in an amount which, together with the
initial and variation margin deposited on the futures contracts, is equal to the
face value of the futures contracts at all times while the futures contracts are
held.
Incidental to other transactions in fixed income securities, for
investment purposes a Fund may also combine futures contracts or options on
fixed income securities with cash, cash equivalent investments or other fixed
income securities in order to create "synthetic" bonds which approximate desired
risk and return profiles. This may be done where a "non-synthetic" security
having the desired risk/return profile either is unavailable (e.g., short-term
securities of certain foreign governments) or possesses undesirable
characteristics (e.g., interest payments on the security would be subject to
foreign withholding taxes). A Fund may also purchase forward foreign exchange
contracts in conjunction with U.S. dollar-denominated securities in order to
create a synthetic foreign currency denominated security which approximates
desired risk and return characteristics where the non-synthetic securities
either are not available in foreign markets or possess undesirable
characteristics. For greater detail, see "Foreign Currency Transactions" below.
When a Fund creates a "synthetic" bond with a futures contract, it will maintain
cash, U.S. Government securities or other high grade debt obligations in a
segregated account with its custodian with a value at least equal to the face
amount of the futures contract (less the amount of any initial or variation
margin on deposit).
SYNTHETIC SALES AND PURCHASES. Futures contracts may also be used to
reduce transaction costs associated with short-term restructuring of a Fund's
portfolio. For example, if a Fund's portfolio includes stocks of companies with
medium-sized equity capitalization (e.g., between $300 million and $5.2 billion)
and, in the opinion of the Manager, such stocks are likely to underperform
larger capitalization stocks, the Fund might sell some or all of its
mid-capitalization stocks, buy large capitalization stocks with the proceeds and
then, when the expected trend had played out, sell the large capitalization
stocks and repurchase the mid-capitalization stocks with the proceeds. In the
alternative, the Fund may use futures to achieve a similar result with reduced
transaction costs. In that case, the Fund might simultaneously enter into short
futures positions on an appropriate index (e.g., the S&P Mid Cap 400 Index) (to
-6-
synthetically "sell" the stocks in the Fund) and long futures positions on
another index (e.g., the S&P 500) (to synthetically buy the larger
capitalization stocks). When the expected trend has played out, the Fund would
then close out both futures contract positions. A Fund will only enter into
these combined positions if (1) the short position (adjusted for historic
volatility) operates as a hedge of existing portfolio holdings, (2) the face
amount of the long futures position is less than or equal to the value of the
portfolio securities that the Fund would like to dispose of, (3) the contract
settlement date for the short futures position is approximately the same as that
for the long futures position and (4) the Fund segregates an amount of cash,
U.S. Government Securities and other high-quality debt obligations whose value,
marked-to-market daily, is equal to the Fund's current obligations in respect of
the long futures contract positions. If a Fund uses such combined short and long
positions, in addition to possible declines in the values of its investment
securities, the Fund may also suffer losses associated with a securities index
underlying the long futures position underperforming the securities index
underlying the short futures position. However, the Manager will enter into
these combined positions only if the Manager expects that, overall, the Fund
will perform as if it had sold the securities hedged by the short position and
purchased the securities underlying the long position. A Fund may also use swaps
and options on futures to achieve the same objective. For more information, see
Appendix A, "Risks and Limitations of Options, Futures and Swaps."
SWAP CONTRACTS AND OTHER TWO-PARTY CONTRACTS
As has been described in the "Investment Objectives and Policies"
section above, many of the Funds may use swap contracts and other two-party
contracts for the same or similar purposes as they may use options, futures and
related options. The use of swap contracts and other two-party contracts
involves risk. See Appendix A, "Risks and Limitations of Options, Futures and
Swaps" for a more detailed discussion of the limits, conditions and risks of the
Funds' investments in swaps and other two-party contracts.
SWAP CONTRACTS. Swap agreements are two-party contracts entered into
primarily by institutional investors for periods ranging from a few weeks to
more than one year. In a standard "swap" transaction, two parties agree to
exchange returns (or differentials in rates of return) calculated with respect
to a "notional amount," e.g., the return on or increase in value of a particular
dollar amount invested at a particular interest rate, in a particular foreign
currency, or in a "basket" of securities representing a particular index. A Fund
will usually enter into swaps on a net basis, i.e., the two returns are netted
out, with the Fund receiving or paying, as the case may be, only the net amount
of the two returns.
INTEREST RATE AND CURRENCY SWAP CONTRACTS. Interest rate swaps involve
the exchange of the two parties' respective commitments to pay or receive
interest on a notional principal amount (e.g., an exchange of floating rate
payments for fixed rate payments). Currency swaps involve the exchange of the
two parties' respective commitments to pay or receive fluctuations with respect
to a notional amount of two different currencies (e.g., an exchange of payments
with respect to fluctuations in the value of the U.S. dollar relative to the
Japanese yen).
EQUITY SWAP CONTRACTS AND CONTRACTS FOR DIFFERENCES. As described under
"Investment Objectives and Policies -- International Equity Funds -- Global
Hedged Equity Fund," equity swap contracts involve the exchange of one party's
obligation to pay the loss, if any, with respect to a notional amount of a
particular equity index (e.g., the S&P 500 Index) plus interest on such notional
amount at a designated rate (e.g., the London Inter-Bank Offered Rate) in
exchange for the other party's obligation to pay the gain, if any, with respect
to the notional amount of such index.
If a Fund enters into a long equity swap contract, the Fund's net asset
value will fluctuate as a result of changes in the value of the equity index on
which the equity swap is based as if it had purchased the notional amount of
securities comprising the index. The Funds will not use long equity swap
contracts to obtain greater volatility than it could obtain through direct
investment in securities; that is, a Fund will not normally enter an equity swap
contract to increase the volatility (beta) of the Fund's portfolio above 1.00,
the volatility that would be present in the stocks comprising the Fund's
benchheld Index. However, a Fund may invest in long equity swap contracts
without regard to this limitation if the notional amount of such equity swap
contracts, when aggregated with the Index Futures as described above and the
contracts for differences as described below, does not exceed 10% of a Fund's
net assets.
Contracts for differences are swap arrangements in which a Fund may
agree with a counterparty that its return (or loss) will be based on the
relative performance of two different groups or "baskets" of securities. As to
one of the baskets, the Fund's return is based on theoretical long futures
positions in the securities comprising that basket (with an aggregate face value
equal to the notional amount of the contract for differences) and as to the
other basket, the Fund's return is based on theoretical short futures positions
in the securities comprising the basket. The Fund may also use actual long and
short futures positions to achieve the same market exposure(s) as contracts for
differences. The Funds will only enter into contracts for differences where
payment obligations of the two legs of the contract are netted and thus based on
changes in the relative value of the baskets of securities rather than on the
aggregate change in the value of the two legs. The Funds will only enter into
contracts for differences (and analogous futures positions) when the Manager
believes that the basket of securities constituting the long leg will outperform
the basket constituting the short leg. However, it is possible that the short
basket will outperform the long basket - resulting in a loss to the Fund, even
in circumstances where the securities in both the long and short baskets
appreciate in value.
-7-
Except for instances in which a Fund elects to obtain leverage up to
the 10% limitation mentioned above, a Fund will maintain cash, U.S. Government
Securities or other high grade debt obligations in a segregated account with its
custodian in an amount equal to the aggregate of net payment obligations on its
swap contracts and contracts for differences, marked to market daily.
A Fund may enter into swaps and contracts for differences for hedging,
investment and risk management. When using swaps for hedging, a Fund may enter
into an interest rate, currency or equity swap, as the case may be, on either an
asset-based or liability-based basis, depending on whether it is hedging its
assets or its liabilities. For risk management or investment purposes a Fund may
also enter into a contract for differences in which the notional amount of the
theoretical long position is greater than the notional amount of the theoretical
short position. A Fund will not normally enter into a contract for differences
to increase the volatility (beta) of the Fund's portfolio above 1.00. However, a
Fund may invest in contracts for differences without regard to this limitation
if the aggregate amount by which the theoretical long positions of such
contracts exceed the theoretical short positions of such contacts, when
aggregated with the Index Futures and equity swaps contracts as described above,
does not exceed 10% of a Fund's net assets.
INTEREST RATE CAPS, FLOORS AND COLLARS. The Funds may use interest rate
caps, floors and collars for the same purposes or similar purposes as for which
they use interest rate futures contracts and related options. Interest rate
caps, floors and collars are similar to interest rate swap contracts because the
payment obligations are measured by changes in interest rates as applied to a
notional amount and because they are individually negotiated with a specific
counterparty. The purchase of an interest rate cap entitles the purchaser, to
the extent that a specific index exceeds a specified interest rate, to receive
payments of interest on a notional principal amount from the party selling the
interest rate cap. The purchase of an interest rate floor entitles the
purchaser, to the extent that a specified index falls below specified interest
rates, to receive payments of interest on a notional principal amount from the
party selling the interest rate floor. The purchase of an interest rate collar
entitles the purchaser, to the extent that a specified index exceeds or falls
below two specified interest rates, to receive payments of interest on a
notional principal amount from the party selling the interest rate collar.
Except when using such contracts for risk management, each Fund will maintain
cash, U.S. Government Securities or other high grade debt obligations in a
segregated account with its custodian in an amount at least equal to its
obligations, if any, under interest rate cap, floor and collar arrangements. As
with futures contracts, when a Fund uses notional amount contracts for risk
management it is only required to segregate assets equal to its net payment
obligation, not the notional amount of the contract. In those cases, the
notional amount contract will have the effect of providing a degree of
investment leverage similar to the leverage associated with nonsegregated
futures contracts. The Funds' use of interest rate caps, floors and collars for
the same or similar purposes as those for which they use futures contracts and
related options present the same risks and similar opportunities to those
associated with futures and related options. For a description of certain
limitations on the Funds' use of caps, floors and collars, see Appendix A,
"Risks and Limitations of Options, Futures and Swaps -- Additional Regulatory
Limitations on the Use of Futures, Related Options, Interest Rate Floors, Caps
and Collars and Interest Rate and Currency Swap Contracts." Because caps, floors
and collars are recent innovations for which standardized documentation has not
yet been developed they are deemed by the SEC to be relatively illiquid
investments which are subject to a Fund's limitation on investment in illiquid
securities. See "Descriptions and Risks of Fund Investment Practices -- Illiquid
Securities."
FOREIGN CURRENCY TRANSACTIONS
To the extent each of the International Funds and the Fundamental Value
Fund is invested in foreign securities, it may buy or sell foreign currencies or
may deal in forward foreign currency contracts, that is, agree to buy or sell a
specified currency at a specified price and future date. These Funds may use
forward contracts for hedging, investment or currency risk management.
These Funds may enter into forward contracts for hedging under three
circumstances. First, when a Fund enters into a contract for the purchase or
sale of a security denominated in a foreign currency, it may desire to "lock in"
the U.S. dollar price of the security. By entering into a forward contract for
the purchase or sale, for a fixed amount of dollars, of the amount of foreign
currency involved in the underlying security transaction, the Fund will be able
to protect itself against a possible loss resulting from an adverse change in
the relationship between the U.S. dollar and the subject foreign currency during
the period between the date on which the security is purchased or sold and the
date on which payment is made or received.
Second, when the Manager of a Fund believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, it may enter into a forward contract to sell, for a fixed amount of
dollars, the amount of foreign currency approximating the value of some or all
of the Fund's portfolio securities denominated in such foreign currency.
Maintaining a match between the forward contract amounts and the value of the
securities involved will not generally be possible since the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures.
Third, the Funds may engage in currency "cross hedging" when, in the
opinion of the Manager, the historical relationship among foreign currencies
suggests that the Funds may achieve the same protection for a foreign security
at reduced cost through the use of a forward foreign currency contract
-8-
relating to a currency other than the U.S. dollar or the foreign currency in
which the security is denominated. By engaging in cross hedging transactions,
the Funds assume the risk of imperfect correlation between the subject
currencies. These practices may present risks different from or in addition to
the risks associated with investments in foreign currencies. See Appendix A,
"Risks and Limitations of Options, Futures and Swaps."
A Fund is not required to enter into hedging transactions with regard
to its foreign currency-denominated securities and will not do so unless deemed
appropriate by the Manager. By entering into the above hedging transactions, the
Funds may be required to forego the benefits of advantageous changes in the
exchange rates.
Each of the International Funds may also enter foreign currency forward
contracts for investment and currency risk management. When a Fund uses currency
instruments for such purposes, the foreign currency exposure of the Fund may
differ substantially from the currencies in which the Fund's investment
securities are denominated. However, a Fund's aggregate foreign currency
exposure will not normally exceed 100% of the value of the Fund's securities,
except that a Fund may use currency instruments without regard to this
limitation if the amount of such excess, when aggregated with futures contracts,
equity swap contracts and contracts for differences used in similar ways, does
not exceed 10% of a Fund's net assets. The International Bond Fund, the Currency
Hedged International Bond Fund, the Global Bond Fund, the Emerging Country Debt
Fund and the Core Emerging Country Debt Fund may each also enter into foreign
currency forward contracts to give fixed income securities denominated in one
currency (generally the U.S. dollar) the risk characteristics of similar
securities denominated in another currency as described above under "Uses of
Options Futures and Options on Futures--Investment Purposes" or for risk
management in a manner similar to such Funds' use of futures contracts and
related options.
Except to the extent that the Funds may use such contracts for risk
management, whenever a Fund enters into a foreign currency forward contract,
other than a forward contract entered into for hedging, it will maintain cash,
U.S. Government securities or other high grade debt obligations in a segregated
account with its custodian with a value, marked to market daily, equal to the
amount of the currency required to be delivered. A Fund's ability to engage in
forward contracts may be limited by tax considerations.
A Fund may use currency futures contracts and related options and
options on currencies for the same reasons for which they use currency forwards.
Except to the extent that the Funds may use futures contracts and related
options for risk management, a Fund will, so long as it is obligated as the
writer of a call option on currency futures, own on a contract-for- contract
basis an equal long position in currency futures with the same delivery date or
a call option on currency futures with the difference, if any, between the
market value of the call written and the market value of the call or long
currency futures purchased maintained by the Fund in cash, U.S. Government
securities or other high grade debt obligations in a segregated account with its
custodian. If at the close of business on any day the market value of the call
purchased by a Fund falls below 100% of the market value of the call written by
the Fund, the Fund will maintain an amount of cash, U.S. Government securities
or other high grade debt obligations in a segregated account with its custodian
equal in value to the difference. Alternatively, the Fund may cover the call
option by owning securities denominated in the currency with a value equal to
the face amount of the contract(s) or through segregating with the custodian an
amount of the particular foreign currency equal to the amount of foreign
currency per futures contract option times the number of options written by the
Fund.
REPURCHASE AGREEMENTS
A Fund may enter into repurchase agreements with banks and
broker-dealers by which the Fund acquires a security (usually an obligation of
the Government where the transaction is initiated or in whose currency the
agreement is denominated) for a relatively short period (usually not more than a
week) for cash and obtains a simultaneous commitment from the seller to
repurchase the security at an agreed-on price and date. The resale price is in
excess of the acquisition price and reflects an agreed-upon market rate
unrelated to the coupon rate on the purchased security. Such transactions afford
an opportunity for the Fund to earn a return on temporarily available cash at no
market risk, although there is a risk that the seller may default in its
obligation to pay the agreed-upon sum on the redelivery date. Such a default may
subject the relevant Fund to expenses, delays and risks of loss including: (a)
possible declines in the value of the underlying security during the period
while the Fund seeks to enforce its rights thereto, (b) possible reduced levels
of income and lack of access to income during this period and (c) inability to
enforce rights and the expenses involved in attempted enforcement.
DEBT AND OTHER FIXED INCOME SECURITIES GENERALLY
Debt and Other Fixed Income Securities include fixed income securities
of any maturity, although, under normal circumstances, a Fixed Income Fund
(other than the Short-Term Income Fund) will only invest in a security if, at
the time of such investment, at least 65% of its total assets will be comprised
of bonds, as defined in "Investment Objectives and Policies -- Fixed Income
Funds" above. Fixed income securities pay a specified rate of interest or
dividends, or a rate that is adjusted periodically by reference to some
specified index or market rate. Fixed income securities include securities
issued by federal, state, local and foreign governments and related agencies,
and by a wide range of private issuers.
Fixed income securities are subject to market and credit risk. Market
risk relates to changes in a security's value as a result of changes in interest
rates generally. In general, the values of fixed income securities increase when
prevailing
-9-
interest rates fall and decrease when interest rates rise. Credit risk relates
to the ability of the issuer to make payments of principal and interest.
Obligations of issuers are subject to the provisions of bankruptcy, insolvency
and other laws, such as the Federal Bankruptcy Reform Act of 1978, affecting the
rights and remedies of creditors. Fixed income securities denominated in foreign
currencies are also subject to the risk of a decline in the value of the
denominating currency.
Because interest rates vary, it is impossible to predict the future
income of a Fund investing in such securities. The net asset value of each such
Fund's shares will vary as a result of changes in the value of the securities in
its portfolio and will be affected by the absence and/or success of hedging
strategies.
TEMPORARY HIGH QUALITY CASH ITEMS
Each of the Domestic Equity and International Equity Funds may
temporarily invest a portion of its assets in cash or cash items pending other
investments or in connection with the maintenance of a segregated account. These
cash items must be of high quality and may include a number of money market
instruments such as securities issued by the United States government and
agencies thereof, bankers' acceptances, commercial paper, and bank certificates
of deposit. By investing only in high quality money market securities a Fund
will seek to minimize credit risk with respect to such investments. The
Short-Term Income Fund may make many of the same investments, although it
imposes less strict restrictions concerning the quality of such investments. See
"Investment Objectives and Policies -- Fixed Income Funds -- Short-Term Income
Fund" for a general description of various types of money market instruments.
U.S. GOVERNMENT SECURITIES AND FOREIGN GOVERNMENT
SECURITIES
U.S. Government Securities include securities issued or guaranteed by
the U.S. government or its authorities, agencies or instrumentalities. Foreign
Government Securities include securities issued or guaranteed by foreign
governments (including political subdivisions) or their authorities, agencies or
instrumentalities or by supra-national agencies. U.S. Government Securities and
Foreign Government Securities have different kinds of government support. For
example, some U.S. Government Securities, such as U.S. Treasury bonds, are
supported by the full faith and credit of the United States, whereas certain
other U.S. Government Securities issued or guaranteed by federal agencies or
government-sponsored enterprises are not supported by the full faith and credit
of the United States. Similarly, some Foreign Government Securities are
supported by the full faith and credit of a foreign national government or
political subdivision and some are not. In the case of certain countries,
Foreign Government Securities may involve varying degrees of credit risk as a
result of financial or political instability in such countries and the possible
inability of a Fund to enforce its rights against the foreign government issuer.
Supra-national agencies are agencies whose member nations make capital
contributions to support the agencies' activities, and include such entities as
the International Bank for Reconstruction and Development (the World Bank), the
Asian Development Bank, the European Coal and Steel Community and
the Inter-American Development Bank.
Like other fixed income securities, U.S. Government Securities and
Foreign Government Securities are subject to market risk and their market values
fluctuate as interest rates change. Thus, for example, the value of an
investment in a Fund which holds U.S. Government Securities or Foreign
Government Securities may fall during times of rising interest rates. Yields on
U.S. Government Securities and Foreign Government Securities tend to be lower
than those of corporate securities of comparable maturities.
In addition to investing directly in U.S. Government Securities and
Foreign Government Securities, a Fund may purchase certificates of accrual or
similar instruments evidencing undivided ownership interests in interest
payments or principal payments, or both, in U.S. Government Securities and
Foreign Government Securities. These certificates of accrual and similar
instruments may be more volatile than other government securities.
MORTGAGE-BACKED AND OTHER ASSET-BACKED SECURITIES
Mortgage-backed and other asset-backed securities may be issued by the
U.S. government, its agencies or instrumentalities, or by non-governmental
issuers. Interest and principal payments (including prepayments) on the
mortgages underlying mortgage-backed securities are passed through to the
holders of the mortgage-backed security. Prepayments occur when the mortgagor on
an individual mortgage prepays the remaining principal before the mortgage's
scheduled maturity date. As a result of the pass-through of prepayments of
principal on the underlying mortgages, mortgage-backed securities are often
subject to more rapid prepayment of principal than their stated maturity would
indicate. Because the prepayment characteristics of the underlying mortgages
vary, there can be no certainty as to the predicted yield or average life of a
particular issue of pass-through certificates. Prepayments are important because
of their effect on the yield and price of the securities. During periods of
declining interest rates, such prepayments can be expected to accelerate and a
Fund would be required to reinvest the proceeds at the lower interest rates then
available. In addition, prepayments of mortgages which underlie securities
purchased at a premium could result in capital losses because the premium may
not have been fully amortized at the time the obligation was prepaid. As a
result of these principal prepayment features, the values of mortgage-backed
securities generally fall when interest rates rise, but their potential for
capital appreciation in periods of falling interest rates is limited because of
the prepayment feature. The mortgage-backed securities purchased by a Fund may
include Adjustable Rate Securities as such term is defined in "Descriptions and
Risks of Fund Investment Practices -- Adjustable Rate Securities" below.
-10-
Other "asset-backed securities" include securities backed by pools of
automobile loans, educational loans and credit card receivables. Mortgage-backed
and asset-backed securities of non-governmental issuers involve prepayment risks
similar to those of U.S. government guaranteed mortgage-backed securities and
also involve risk of loss of principal if the obligors of the underlying
obligations default in payment of the obligations.
COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"); STRIPS AND RESIDUALS. A
CMO is a security backed by a portfolio of mortgages or mortgage-backed
securities held under an indenture. The issuer's obligation to make interest and
principal payments is secured by the underlying portfolio of mortgages or
mortgage-backed securities. CMOs are issued in multiple classes or series which
have different maturities representing interests in some or all of the interest
or principal on the underlying collateral or a combination thereof. CMOs of
different classes are generally retired in sequence as the underlying mortgage
loans in the mortgage pool are repaid. In the event of sufficient early
prepayments on such mortgages, the class or series of CMO first to mature
generally will be retired prior to its stated maturity. Thus, the early
retirement of a particular class or series of CMO held by a Fund would have the
same effect as the prepayment of mortgages underlying a mortgage-backed
pass-through security.
CMOs include securities ("Residuals") representing the interest in any
excess cash flow and/or the value of any collateral remaining on mortgages or
mortgage-backed securities from the payment of principal of and interest on all
other CMOs and the administrative expenses of the issuer. Residuals have value
only to the extent income from such underlying mortgages or mortgage-backed
securities exceeds the amounts necessary to satisfy the issuer's debt
obligations represented by all other outstanding CMOs.
CMOs also include certificates representing undivided interests in
payments of interest-only or principal-only ("IO/PO Strips") on the underlying
mortgages. IO/PO Strips and Residuals tend to be more volatile than other types
of securities. IO Strips and Residuals also involve the additional risk of loss
of a substantial portion of or the entire value of the investment if the
underlying securities are prepaid. In addition, if a CMO bears interest at an
adjustable rate, the cash flows on the related Residual will also be extremely
sensitive to the level of the index upon which the rate adjustments are based.
ADJUSTABLE RATE SECURITIES
Adjustable rate securities are securities that have interest rates that
are reset at periodic intervals, usually by reference to some interest rate
index or market interest rate. They may be U.S. Government Securities or
securities of other issuers. Some adjustable rate securities are backed by pools
of mortgage loans. Although the rate adjustment feature may act as a buffer to
reduce sharp changes in the value of adjustable rate securities, these
securities are still subject to changes in value based on changes in market
interest rates or changes in the issuer's creditworthiness. Because the interest
rate is reset only periodically, changes in the interest rates on adjustable
rate securities may lag changes in prevailing market interest rates. Also, some
adjustable rate securities (or, in the case of securities backed by mortgage
loans, the underlying mortgages) are subject to caps or floors that limit the
maximum change in interest rate during a specified period or over the life of
the security. Because of the resetting of interest rates, adjustable rate
securities are less likely than non-adjustable rate securities of comparable
quality and maturity to increase significantly in value when market interest
rates fall.
LOWER RATED SECURITIES
Certain Funds may invest some or all of their assets in securities
rated below investment grade (that is, rated below BBB by Standard & Poor's or
below Baa by Moody's) at the time of purchase, including securities in the
lowest rating categories, and comparable unrated securities ("Lower Rated
Securities"). A Fund will not necessarily dispose of a security when its rating
is reduced below its rating at the time of purchase, although the Manager will
monitor the investment to determine whether continued investment in the security
will assist in meeting the Fund's investment objective.
Lower Rated Securities generally provide higher yields, but are subject
to greater credit and market risk, than higher quality fixed income securities.
Lower Rated Securities are considered predominantly speculative with respect to
the ability of the issuer to meet principal and interest payments. Achievement
of the investment objective of a Fund investing in Lower Rated Securities may be
more dependent on the Manager's own credit analysis than is the case with higher
quality bonds. The market for Lower Rated Securities may be more severely
affected than some other financial markets by economic recession or substantial
interest rate increases, by changing public perceptions of this market or by
legislation that limits the ability of certain categories of financial
institutions to invest in these securities. In addition, the secondary market
may be less liquid for Lower Rated Securities. This reduced liquidity at certain
times may affect the values of these securities and may make the valuation and
sale of these securities more difficult. Securities of below investment grade
quality are commonly referred to as "junk bonds." Securities in the lowest
rating categories may be in poor standing or in default. Securities in the
lowest investment grade category (BBB or Baa) have some speculative
characteristics. See Appendix B for more information concerning commercial paper
and corporate debt ratings.
BRADY BONDS
Brady Bonds are securities created through the exchange of existing
commercial bank loans to public and private entities in certain emerging markets
for new bonds in connection with debt restructurings under a debt restructuring
plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the
"Brady Plan"). Brady Plan debt restructurings have been imple-
-11-
mented in Mexico, Uruguay, Venezuela, Costa Rica, Argentina, Nigeria, the
Philippines and other countries.
Brady Bonds have been issued only recently, and for that reason do not
have a long payment history. Brady Bonds may be collateralized or
uncollateralized, are issued in various currencies (but primarily the dollar)
and are actively traded in over-the-counter secondary markets.
Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or
floating-rate bonds, are generally collateralized in full as to principal by
U.S. Treasury zero coupon bonds having the same maturity as the bonds.
Brady Bonds are often viewed as having three or four valuation
components: any collateralized repayment of principal at final maturity; any
collateralized interest payments; the uncollateralized interest payments; and
any uncollateralized repayment of principal at maturity (these uncollateralized
amounts constituting the "residual risk"). In light of the residual risk of
Brady bonds and the history of defaults of countries issuing Brady Bonds with
respect to commercial bank loans by public and private entities, investments in
Brady Bonds may be viewed as speculative.
ZERO COUPON SECURITIES
A Fund investing in "zero coupon" fixed income securities is required
to accrue interest income on these securities at a fixed rate based on the
initial purchase price and the length to maturity, but these securities do not
pay interest in cash on a current basis. Each Fund is required to distribute the
income on these securities to its shareholders as the income accrues, even
though that Fund is not receiving the income in cash on a current basis. Thus,
each Fund may have to sell other investments to obtain cash to make income
distributions. The market value of zero coupon securities is often more volatile
than that of non-zero coupon fixed income securities of comparable quality and
maturity. Zero coupon securities include IO and PO strips.
INDEXED SECURITIES
Indexed Securities are securities the redemption values and/or the
coupons of which are indexed to the prices of a specific instrument or
statistic. Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference to
other securities, securities indices, currencies, precious metals or other
commodities, or other financial indicators. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price of
gold, resulting in a security whose price tends to rise and fall together with
gold prices. Currency- indexed securities typically are short-term to
intermediate-term debt securities whose maturity values or interest rates are
determined by reference to the values of one or more specified foreign
currencies, and may offer higher yields than U.S. dollar-denominated securities
of equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign-denominated instrument, or their maturity value may
decline when foreign currencies increase, resulting in a security whose price
characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values of a
number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the U.S. and
abroad. At the same time, indexed securities are subject to the credit risks
associated with the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates. Recent issuers of
indexed securities have included banks, corporations, and certain U.S.
government agencies.
Indexed securities in which each Fund may invest include so-called
"inverse floating obligations" or "residual interest bonds" on which the
interest rates typically decline as short-term market interest rates increase
and increase as short-term market rates decline. Such securities have the effect
of providing a degree of investment leverage, since they will generally increase
or decrease in value in response to changes in market interest rates at a rate
which is a multiple of the rate at which fixed-rate long-term securities
increase or decrease in response to such changes. As a result, the market values
of such securities will generally be more volatile than the market values of
fixed rate securities.
FIRM COMMITMENTS
A firm commitment agreement is an agreement with a bank or
broker-dealer for the purchase of securities at an agreed-upon price on a
specified future date. A Fund may enter into firm commitment agreements with
such banks and broker-dealers with respect to any of the instruments eligible
for purchase by the Fund. A Fund will only enter into firm commitment
arrangements with banks and broker-dealers which the Manager determines present
minimal credit risks. Each such Fund will maintain in a segregated account with
its custodian cash, U.S. Government Securities or other liquid high grade debt
obligations in an amount equal to the Fund's obligations under firm commitment
agreements.
LOANS, LOAN PARTICIPATIONS AND ASSIGNMENTS
Certain Funds may invest in direct debt instruments which are interests
in amounts owed by a corporate, governmental, or other borrower to lenders or
lending syndicates (loans and loan participations), to suppliers of goods or
services (trade claims or other receivables), or to other parties. Direct debt
instruments are subject to a Fund's policies regarding the quality of debt
securities.
Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the
-12-
borrower for payment of principal and interest. Direct debt instruments may not
be rated by any nationally recognized rating and yield could be adversely
affected. Loans that are fully secured offer the Fund more protections than an
unsecured loan in the event of non-payment of scheduled interest of principal.
However, there is no assurance that the liquidation of collateral from a secured
loan would satisfy the borrower's obligation, or that the collateral can be
liquidated. Indebtedness of borrowers whose creditworthiness is poor involves
substantially greater risks, and may be highly speculative. Borrowers that are
in bankruptcy or restructuring may never pay off their indebtedness, or may pay
only a small fraction of the amount owed. Direct indebtedness of emerging
countries will also involve a risk that the governmental entities responsible
for the repayment of the debt may be unable, or unwilling, to pay interest and
repay principal when due.
When investing in a loan participation, a Fund will typically have the
right to receive payments only from the lender to the extent the lender receives
payments from the borrower, and not from the borrower itself. Likewise, a Fund
typically will be able to enforce its rights only through the lender, and not
directly against the borrower. As a result, a Fund will assume the credit risk
of both the borrower and the lender that is selling the participation.
Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional risks to
the Fund. For example, if a loan is foreclosed, a Fund could become part owner
of any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, a Fund could be held liable
as a co-lender. In the case of a loan participation, direct debt instruments may
also involve a risk of insolvency of the lending bank or other intermediary.
Direct debt instruments that are not in the form of securities may offer less
legal protection to a Fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, a Fund may rely on the Manager's
research to attempt to avoid situations where fraud or misrepresentation could
adversely affect the fund.
A loan is often administered by a bank or other financial institution
that acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or other
indebtedness, a Fund has direct recourse against the borrower, it may have to
rely on the agent to apply appropriate credit remedies against a borrower.
Direct indebtedness purchased by a Fund may include letters of credit,
revolving credit facilities, or other standby financing commitments obligating
the Fund to pay additional cash on demand. These commitments may have the effect
of requiring the Fund to increase its investment in a borrower at a time when it
would not otherwise have done so. A Fund will set aside appropriate liquid
assets in a segregated custodial account to cover its potential obligations
under standby financing commitments.
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL AGREEMENTS
Certain Funds may enter into reverse repurchase agreements and dollar
roll agreements with banks and brokers to enhance return. Reverse repurchase
agreements involve sales by a Fund of portfolio assets concurrently with an
agreement by the Fund to repurchase the same assets at a later date at a fixed
price. During the reverse repurchase agreement period, the Fund continues to
receive principal and interest payments on these securities and also has the
opportunity to earn a return on the collateral furnished by the counterparty to
secure its obligation to redeliver the securities.
Dollar rolls are transactions in which a Fund sells securities for
delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type and coupon) securities on a specified future
date. During the roll period, the Fund forgoes principal and interest paid on
the securities. The Fund is compensated by the difference between the current
sales price and the forward price for the future purchase (often referred to as
the "drop") as well as by the interest earned on the cash proceeds of the
initial sale.
A Fund which makes such investments will establish segregated accounts
with its custodian in which the Fund will maintain cash, U.S. Government
Securities or other liquid high grade debt obligations equal in value to its
obligations in respect of reverse repurchase agreements and dollar rolls.
Reverse repurchase agreements and dollar rolls involve the risk that the market
value of the securities retained by a Fund may decline below the price of the
securities the Fund has sold but is obligated to repurchase under the agreement.
In the event the buyer of securities under a reverse repurchase agreement or
dollar roll files for bankruptcy or becomes insolvent, a Fund's use of the
proceeds of the agreement may be restricted pending a determination by the other
party or its trustee or receiver whether to enforce the Fund's obligation to
repurchase the securities. Reverse repurchase agreements and dollar rolls are
not considered borrowings by a Fund for purposes of a Fund's fundamental
investment restriction with respect to borrowings.
ILLIQUID SECURITIES
Each Fund (except for the Asset Allocation Funds) may purchase
"illiquid securities," i.e., securities which may not be sold or disposed of in
the ordinary course of business within seven days at approximately the value at
which the Fund has valued the investment, which include securities whose
disposition is restricted by securities laws, so long as no more than 15% (or,
in the case of the Foreign Fund only, 10%) of net assets would be invested in
such illiquid securities. Each Fund currently intends to invest in accordance
with the SEC staff view that repurchase agreements maturing in more than seven
days are illiquid securities. The SEC staff has stated informally that it is of
the view that over-the-counter options and securities serving
-13-
as cover for over-the-counter options are illiquid securities. While the Trust
does not agree with this view, it will operate in accordance with any relevant
formal guidelines adopted by the SEC.
In addition, the SEC staff considers equity swap contracts, caps,
floors and collars to be illiquid securities. Consequently, while the staff
maintains this position, the Fund will not enter into an equity swap contract or
a reverse equity swap contract or purchase a cap, floor or collar if, as a
result of the investment, the total value (i.e., marked-to-market value) of such
investments (without regard to their notional amount) together with that of all
other illiquid securities which the Fund owns would exceed 15% (or, in the case
of the Foreign Fund only, 10%) of the Fund's total assets.
SPECIAL ALLOCATION FUND CONSIDERATIONS
The Manager does not charge an advisory fee for asset allocation advice
provided to the Allocation Funds, but certain other Fund expenses such as
custody, transfer agency and audit fees will be borne at the Allocation Fund
level. In addition, investors in the Allocation Funds will indirectly bear a
proportionate share of the advisory, custody, transfer agency, audit and other
Fund expenses of the underlying Funds in which the Allocation Funds invest, as
well as any purchase premium or redemption fee charged by such underlying Fund.
Since the Manager will receive an advisory fee at the underlying Fund level, the
Manager will always have a financial incentive to invest the Allocation Funds'
assets in Funds with higher relative advisory fees without regard to the
Manager's current outlook as to the mix of underlying Fund holdings that would
best serve the Allocation Funds' investment objectives. The Manager is obligated
to disregard that incentive in selecting shares of the underlying Funds.
-14-
MULTIPLE CLASSES
As indicated previously, the Funds offer various classes of shares to
investors, with eligibility depending generally on the size of a client's total
account at GMO, as described more fully in this section. Each Fund (with the
exception of the Short-Term Income Fund and the Allocation Funds) offers at
least three classes of shares: Class I, Class II and Class III Shares. Each
Asset Allocation Fund offers Class I and Class II Shares, while the Short-Term
Income Fund offers only Class III Shares. The Core Fund, International Core Fund
and Emerging Markets Fund each offer additional classes (Class IV, Class V and
Class VI Shares) for clients making very large investments in these Funds or
making investments in these Funds in conjunction with a very large commitment of
assets to GMO.
SHAREHOLDER SERVICE FEES
The principal difference among the various classes of shares is the
level of Shareholder Service Fee ("SSF") which the classes bear for client and
shareholder service, reporting and other support. The multiple class structure
reflects the fact that, as the size of a client relationship increases, the cost
to service that relationship decreases as a percentage of the account. Thus, the
SSF is lower for classes for which eligibility criteria generally require
greater assets under GMO's management.
The Trust has adopted a Shareholder Servicing Plan with respect to each
class of shares. Pursuant to the terms of the respective Shareholder Servicing
Plan, the classes will pay the following SSF expressed as an annual percentage
of average daily net assets attributable to that class of shares:
Shareholder Service Fee
Class I Class II Class III
Fund Shares Shares Shares
- ---- ------ ------ ------
All Funds (except 0.28% 0.22% 0.15%
Allocation Funds)
Allocation Funds 0.13% 0.07% n/a
Shareholder Service Fee
Class IV Class V Class VI
Fund Shares Shares Shares
- ---- ------ ------ ------
Core 0.12% 0.09% 0.07%
International Core 0.11% 0.07% 0.04%
Emerging Markets 0.10% 0.05% 0.02%
GMO AND GMO FUNDS
Another significant feature of the classes of shares is that clients
invested in Class I and Class II Shares are serviced by the Manager's GMO FUNDS
DIVISION ("GMO FUNDS"), a new division of GMO established in April of 1996 to
deliver institutional quality service and reporting to clients generally
contributing from $1 million to $35 million to GMO's management.
Clients eligible to purchase Class III, Class IV, Class V and Class VI
Shares will be serviced directly by the Manager.
ELIGIBILITY FOR CLASSES
Class I, Class II and Class III Shares: With certain exceptions
described below, eligibility for Class I, Class II, and Class III Shares depends
on a client's "TOTAL INVESTMENT" with GMO. For clients establishing a
relationship with GMO on or after June 1, 1996, their Total Investment is equal
at any time to the aggregate of all amounts contributed to any GMO Fund on or
after June 1, 1996 less the "INVESTMENT COST" of all redemptions from such Funds
since June 1, 1996, plus -- where applicable -- the market value of the client's
assets managed by GMO other than in a mutual fund as of the month ended prior to
the date that a client's Total Investment is being determined. For purposes of
class eligibility, market appreciation or depreciation of a client's mutual fund
account is not considered; the Total Investment of a client is impacted only by
the amount of purchases and redemptions made by the client. It is assumed that
any redemptions made by a client are satisfied first by market appreciation in
their account, so that the Investment Cost of a redemption does not lower a
client's Total Investment unless the redemption or withdrawal exceeds the value
of market appreciation over amounts contributed. For clients that already have
GMO accounts as of May 31, 1996, their initial Total Investment will equal the
value of all of their GMO investments as of the close of business on May 31,
1996 and will subsequently be calculated as described above.
Subject to the exceptions set forth following this table, the minimum
Total Investment for a new client (establishing a GMO Account on after June 1,
1996) to be eligible for Class I, Class II and Class III Shares is set forth
below:
Minimum Total Investment
------------------------
Class I Shares $1,000,000
Class II Shares $10,000,000
Class III Shares $35,000,000
Investments by defined contribution pension plans (such as 401(k)
plans) will be accepted only in Class I Shares regardless of the size of the
investment, and will not be eligible to convert to other classes.
For Clients with Accounts as of May 31, 1996: Clients of GMO whose
Total Investment (calculated as described above) as of May 31, 1996 is equal to
or greater than $7 million will remain eligible for Class III Shares
indefinitely. Those clients whose Total Investment as of May 31, 1996 is less
than $7
million, but greater than $0 will be converted to Class II Shares on or shortly
after July 31, 1997.
Class IV, Class V and Class VI Shares: Class IV, Class V and Class VI
Shares bear significantly lower Shareholder Service Fees than other classes and
are designed to accommodate clients making very large investments in the Core
Fund, International Core Fund and/or Emerging Markets Fund or that are making
investments into one or more of these Funds in conjunction with a very large
commitment of assets to quantitative investment management by GMO.
In order to purchase a particular class of Class IV, Class V and Class
VI Shares, a client must meet either (i) a minimum "Total Fund Investment"
requirement, which includes only a client's total investment in the Core Fund,
International Core Fund or Emerging Markets Fund, or (ii) a minimum "Total
Investment" requirement, calculated as described above for Class I, Class II and
Class III Shares. A client's Total Fund Investment and Total Investment will
include the market value of all such accounts as of May 31, 1996, plus the value
of all purchases of Fund shares made after such date and less the value of
redemptions of Fund shares after such date. The minimum total Fund Investment
and Total Investment criteria for each class of Fund Shares is set forth below:
Minimum Total Minimum Total
Type of Shares Fund Investment Investment
- -------------- --------------- ----------
Class IV Shares:
Core Fund and $150,000,000 $300,000,000
International Core Fund
Emerging Markets Fund $ 50,000,000 $300,000,000
Class V Shares:
Core Fund and $300,000,000 $500,000,000
International Core Fund
Emerging Markets Fund $100,000,000 $500,000,000
Class VI Shares:
Core Fund and $500,000,000 $800,000,000
International Core Fund
Emerging Markets Fund $200,000,000 $800,000,000
There is no minimum for subsequent investments into any class of
shares.
The method by which clients will be automatically converted from one
classes of Shares to another is described below under "Conversions Between
Classes". Also described in that section are the special rules that apply with
respect to the initial conversion of clients that had accounts existing with
GMO as of May 31, 1996.
The Manager will make all determinations as to aggregation of client
accounts for purposes of meeting eligibility criteria according to policies in
use by the Manager from time to time.
CONVERSIONS BETWEEN CLASSES
On [MAY 31] of each year (the "CONVERSION DATE") the value of each
client's Total Investment with GMO, as previously defined, will be determined.
Based on that determination, the client's shares of the Funds will be
automatically converted to the class of shares (Class I, Class II or Class III)
with the lowest Shareholder Service Fee for which the client is eligible based
on the amount of the Total Investment, within 15 business days following the
conversion date. Also, if a client makes an investment in a GMO product or
account that causes the client to be eligible for a new class of shares, such
determination will be made as of the close of business on the last day of the
month in which the investment is made and the conversion will be effected within
15 business days of the month-end. The rules for conversion to and between Class
I, Class II and Class III Shares are the same, with determinations of a client's
Total Fund Investment and Total Investment made according to the same schedule.
Investors should note that not all Funds and not all classes of particular Funds
are available in all jurisdictions.
The Trust has been advised by counsel that the conversion of a client's
investment from one class of shares to another class of shares in the same Fund
should not result in the recognition of gain or loss in the converted Fund's
shares. The client's tax basis in the new class of shares immediately after the
conversion should equal the client's basis in the converted shares immediately
before conversion, and the holding period of the new class of shares should
include the holding period of the converted shares.
Certain special rules will be applied by the Manager with respect to
clients for whom GMO already managed assets upon the creation of multiple
classes on May 31, 1996. First, all such clients will receive Class III Shares
on June 1, 1996 regardless of the size of their GMO investment. The total
operating expenses for Class III Shares will be the same as the total operating
expenses associated with the shares held by such clients prior to the creation
of multiple classes. The conversion of such existing clients to Class I or Class
II Shares as applicable, will not occur until on or after July 31, 1997.
Further, existing clients whose Total Investment as of May 31, 1996 is equal to
$7 million or more will be eligible to remain invested in Class III Shares
(despite the normal $35 million minimum). Existing clients whose Total
Investment as of May 31, 1996 is less than $7 million will be eligible to
convert to Class II Shares, rather than Class I Shares, on or shortly after July
31, 1997. Of course, if a client makes an additional investment prior to July
31, 1997, such that their Total Investment on July 31, 1997 is $35 million or
more, such client will remain eligible for Class III Shares.
-2-
PURCHASE OF SHARES
Shares of each Fund may be purchased on any day when the New York Stock
Exchange is open for business (a "business day"). Class III, Class IV, Class V
and Class VI Shares are available through Grantham, Mayo, Van Otterloo & Co.,
Attention: Shareholder Services, at (617) 330-7500, while Class I and Class II
Shares are available through GMO Funds at (617) 790-5000. See "Purchase
Procedures" below.
The purchase price of a share of each Fund is (i) the net asset value
next determined after a purchase order is received in good order plus (ii) a
premium, if any, established from time to time by the Trust for the particular
Fund and class to be purchased. All purchase premiums are paid to and retained
by the Fund and are intended to cover the brokerage and other costs associated
with putting the investment to work in the relevant markets. Each class of
shares for each Fund has the same rate of purchase premium. The purchase
premiums currently in effect for each Fund are as follows:
Fund Purchase Premium
- ---- ----------------
Asset Allocation Funds,
Short-Term Income Fund,
Domestic Bond Fund
and Foreign Fund: None
Core Fund, Tobacco-Free
Core Fund, U.S. Sector
Allocation Fund, Value
Allocation Fund, Growth
Allocation Fund and Conservative
Equity Fund 0.14%
Fundamental Value Fund 0.15%
Japan Fund, Core Emerging
Country Debt Fund 0.40%
Core II Secondaries Fund,
Emerging Country Debt Fund,
Global Hedged Equity Fund 0.50%
International Core Fund,
Currency Hedged International
Core Fund 0.60%
REIT Fund 0.75%
International Small Companies
Fund 1.00%
Emerging Markets Fund 1.60%
Purchase premiums apply only to cash transactions. These fees are paid
to and retained by the Fund itself and are employed to allocate transaction
costs caused by shareholder activity to the shareholder generating the activity,
rather than to Fund as a whole.
For shares of the Core Emerging Country Debt Fund, Emerging Markets
Fund, Emerging Country Debt Fund, Currency Hedged International Bond Fund,
International Bond Fund and Global Bond Fund only, the Manager may reduce the
stated purchase premium by 50% with respect to any portion of a purchase that is
offset by a corresponding redemption occurring on the same day. The Manager
examines each purchase of shares eligible for such treatment to determine if
circumstances exist to waive a portion of the purchase premium. Absent a clear
determination that transaction costs will be reduced or absent for the purchase,
the full premium will be charged. For all other Funds, the stated purchase
premium may not be waived in any circumstance. Accordingly, the rate of purchase
premium set forth for each Fund in the table above are generally lower than (or
equal to) the premiums charged prior to May 31, 1996, when the charges could be
waived if, generally due to off-setting transactions, a redemption resulted in
minimal brokerage and/or other transaction costs. The new approach allows all
purchases to benefit proportionately by offsetting transactions and other
circumstances that mitigate transaction costs, rather than tracking the savings
back to the particular buyers and sellers the approach employed until May 31,
1996.
Normally, no purchase premium is charged with respect to in-kind
purchases of Fund shares. However, in the case of in-kind purchases involving
transfers of large positions in markets where the costs of re-registration
and/or other transfer expenses are high, the International Core Fund, Currency
Hedged International Core Fund, International Small Companies Fund, Japan Fund
and Global Hedged Equity Fund may each charge a premium of 0.10% and the
Emerging Markets Fund may charge a premium of 0.20%.
Shares may be purchased (i) in exchange for securities on deposit at
The Depository Trust Company ("DTC") (or such other depository acceptable to the
Manager), subject to the determination by the Manager that the securities to be
exchanged are acceptable, (ii) in cash or (iii) by a combination of such
securities and cash. In all cases, the Manager reserves the right to reject any
particular investment. Securities accepted by the Manager in exchange for Fund
shares will be valued as set forth under "Determination of Net Asset Value"
(generally the last quoted sale price) as of the time of the next determination
of net asset value after such acceptance. All dividends, subscription or other
rights which are reflected in the market price of accepted securities at the
time of valuation become the property of the relevant Fund and must be delivered
to the Trust upon receipt by the investor from the issuer. A gain or loss for
federal income tax purposes may be realized by
-3-
investors subject to Federal income taxation upon the exchange, depending upon
the investor's basis in the securities tendered.
The Manager will not approve the acceptance of securities in exchange
for Fund shares unless (1) the Manager, in its sole discretion, believes the
securities are appropriate investments for the Fund; (2) the investor represents
and agrees that all securities offered to the Fund are not subject to any
restrictions upon their sale by the Fund under the Securities Act of 1933, or
otherwise; and (3) the securities may be acquired under the investment
restrictions applicable to the relevant Fund. Investors interested in making
in-kind purchases should telephone the Manager at (617) 330-7500, Attention:
Shareholder Services.
Investors should call the Manager before attempting to place an order
for Class III, Class IV, Class V or Class VI Shares. Investors should call GMO
Funds before attempting to place an order for Class I or Class II Shares. The
Trust reserves the right at any time to reject an order.
For purposes of calculating the purchase price of Trust shares, a
purchase order is received by the Trust on the day that it is "in good order"
and is accepted by the Trust. For a purchase order to be in "good order" on a
particular day, the investor's consideration must be received before the
relevant deadline on that day. If the investor makes a cash investment, the
deadline for wiring Federal funds to the Trust is 2:00 p.m.; if the investor
makes an investment in-kind, the investor's securities must be placed on deposit
at DTC (or such other depository as is acceptable to the Manager) and 2:00 p.m.
is the deadline for transferring those securities to the account designated by
the transfer agent, Investors Bank & Trust Company, One Lincoln Plaza, Boston,
Massachusetts 02205. Investors should be aware that approval of the securities
to be used for purchase must be obtained from the Manager prior to this time.
When the consideration is received by the Trust after the relevant deadline, the
purchase order is not considered to be in good order and is required to be
resubmitted on the following business day. With the prior consent of the
Manager, in certain circumstances the Manager may, in its discretion, permit
purchases based on receiving adequate written assurances that Federal Funds or
securities, as the case may be, will be delivered to the Trust by 2:00 p.m. on
or prior to the fourth business day after such assurances are received.
The International Core Fund may be available through a broker or dealer
who may charge a transaction fee for purchases and redemptions of that Fund's
shares. If shares of the International Core Fund are purchased directly from the
Trust without the intervention of a broker or dealer, no such charge will be
imposed.
PURCHASE PROCEDURES:
(a) General: The Trust reserves the right to reject any order for Trust
shares. DO NOT SEND CASH, CHECKS OR SECURITIES DIRECTLY TO THE TRUST, THE
MANAGER OR GMO FUNDS. Wire transfer and mailing instructions are contained on
the Purchase Order Form which can be obtained from the Manager (for purchases of
Class III, Class IV, Class V or Class VI Shares) or from GMO Funds (for
purchases of Class I or Class II Shares).
Purchases will be made in full and fractional shares of each Fund
calculated to three decimal places. The Trust will send a written confirmation
(including a statement of shares owned) to shareholders at the time of each
transaction. The Manager and/or GMO Funds may attempt to process orders for
Trust shares that are submitted less formally than as described above but, in
such cases, the investor should carefully review confirmations sent by the Trust
to verify that the order was properly executed. The Trust, the Manager and GMO
Funds cannot be held responsible for failure to execute orders or improperly
executing orders that are not submitted in accordance with these procedures.
(b) Purchase Order Form: Investors in Class III, IV, V and VI Shares
must submit an application to the Manager and obtain the Manager's acceptance of
the order before it will be considered "in good order"; investors in Class I and
Class II Shares must submit an application to GMO Funds and obtain that
Division's acceptance of the order before it will be considered "in good order."
Class III, Class IV, Class V or Class VI Shares: A Purchase Order Form
for Class III, Class IV, Class V or Class VI Shares may be obtained by calling
the Manager at (617) 330- 7500, Attention: Shareholder Services. Such Order Form
may be submitted to the Manager (i) By Mail to Grantham, Mayo, Van Otterloo &
Co., 40 Rowes Wharf, Boston, MA 02110; Attention: Shareholder Services, or (ii)
By Facsimile to (617) 439-4192; Attention: Shareholder Services.
Class I and Class II Shares: A Purchase Order Form for Class I and
Class II Shares may be obtained by calling GMO Funds at (617) 790-5000. Such
Order Form may be submitted to GMO Funds (i) By Mail to GMO Funds, 40 Rowes
Wharf, Boston, MA 02110; or (ii) By Facsimile to (617) 439-4290.
(c) Acceptance of Order: No purchase order is in "good order" until it
has been accepted by the Manager (in the case of Class III, Class IV, Class V or
Class VI Shares) or GMO Funds (in the case of the Class I and Class II Shares).
As noted above, investors should call the Manager (at (617) 330- 7500,
Attention: Shareholder Services) before attempting to place an order for Class
III, Class IV, Class V or Class VI Shares; investors should call GMO Funds (at
(617) 790-5000) before attempting to place an order for Class I or Class II
Shares. If a Purchase Order Form is mailed or faxed to the Trust without first
contacting the appropriate shareholder service provider, investors should not
consider their order acknowledged until they have received notification from the
-4-
Trust or have confirmed receipt of the order by contacting the appropriate
Division at GMO. A shareholder may confirm acceptance of a mailed or faxed
purchase order by calling the Manager (in the case of Class III, IV, V or VI
Shares) or GMO Funds (in the case of Class I or II Shares).
(d) Payment: All Federal funds must be transmitted to Investors Bank &
Trust Company for the account of the specific Fund of GMO Trust. "Federal funds"
are monies credited to Investors Bank & Trust Company's account with the Federal
Reserve Bank of Boston.
REDEMPTION OF SHARES
Shares of each Fund may be redeemed on any business day in cash or in
kind. The redemption price is the net asset value per share next determined
after receipt of the redemption request in "good order" less any applicable
redemption fee. All redemption fees are paid to and retained by the Fund and are
intended to cover the brokerage and other Fund costs associated with
redemptions. All classes of a particular Fund bear the same redemption fee rate,
if any. The redemption fees currently in effect for each Fund are as follows:
Fund Redemption Fee
- ---- --------------
Emerging Country Debt Fund 0.25%**
Emerging Markets Fund 0.40%*
Core II Secondaries Fund 0.50%
International Small Companies Fund 0.60%
Japan Fund 0.70%
REIT Fund 0.75%
Global Hedged Equity Fund 1.40%
* Applies only to shares acquired on or after June 1, 1995 (including shares
acquired through the reinvestment of dividends and other distributions after
such date).
** Applies only to shares acquired on or after July 1, 1995 (including shares
acquired through the reinvestment of dividends and other distributions after
such date).
No redemption fees apply to redemptions of shares of Funds other than
the Funds listed above.
Redemption fees apply only to cash transactions. These fees are paid to
and retained by the Fund itself and are employed to allocate transaction costs
caused by shareholder activity to the shareholder generating the activity,
rather than to the Fund as a whole. For shares of the Emerging Markets Fund and
Emerging Country Debt Fund only, the Manager may reduce the stated redemption
fee by 50% with respect to any portion of a redemption that is offset by a
corresponding purchase occurring on the same day. The Manager examines each
redemption of shares eligible for such treatment to determine if circumstances
exist to waive a portion of the redemption fee. Absent a clear determination
that transaction costs will be reduced or absent for the redemption, the full
fee will be charged.
For all other Funds, this redemption fee may not be waived in any
circumstance. Accordingly, the rate of the redemption fees set forth above for
each Fund is generally lower than (or equal to) the fees charged prior to May
31, 1996, when the charges could be waived if, generally due to off-setting
transactions, a redemption resulted in minimal brokerage and/or other
transaction costs. The new approach allows all sellers to benefit
proportionately by offsetting transactions and other circumstances that mitigate
transaction costs, rather than tracking the savings back to the particular
sellers the approach employed until May 31, 1996.
If the Manager determines, in its sole discretion, that it would be
detrimental to the best interests of the remaining shareholders of a Fund to
make payment wholly or partly in cash, the Fund may pay the redemption price in
whole or in part by a distribution in kind of securities held by the Fund in
lieu of cash. Securities used to redeem Fund shares in kind will be valued in
accordance with the relevant Fund's procedures for valuation described under
"Determination of Net Asset Value." Securities distributed by a Fund in kind
will be selected by the Manager in light of the Fund's objective and will not
generally represent a pro rata distribution of each security held in the Fund's
portfolio. Any in-kind redemptions will be of readily marketable securities to
the extent available. Investors may incur brokerage charges on the sale of any
such securities so received in payment of redemptions.
Payment on redemption will be made as promptly as possible and in any
event within seven days after the request for redemption is received by the
Trust in good order. A redemption request is in good order if it includes the
exact name in which shares are registered, the investor's account number and the
number of shares or the dollar amount of shares to be redeemed and if it is
signed exactly in accordance with the form of registration. In addition, for a
redemption request to be in "good order" on a particular day, the investor's
request must be received by the Manager (in the case of Class III, Class IV,
Class V or Class VI Shares) or by GMO Funds (in the case of Class I or Class II
Shares) by 4:15 p.m. on a business day. When a redemption request is received
after 4:15 p.m., the redemption request will not be considered to be in "good
order" and is required to be resubmitted on the following business day. Persons
acting in a fiduciary capacity, or on behalf of a corporation, partnership or
trust must specify, in full, the
-5-
capacity in which they are acting. The redemption request can be considered
"received" by the Trust only after (i) it is mailed to, and received by, the
Manager (in the case of Class III, Class IV, Class V or Class VI Shares) or GMO
Funds (in the case of Class I or Class II Shares) at the address set forth above
for purchase orders, or (ii) it is faxed to the Manager (in the case of Class
III, Class IV, Class V or Class VI Shares) or GMO Funds (in the case of Class I
or Class II Shares) at the facsimile number set forth above for purchase orders,
and the investor has confirmed receipt of the request by calling the Manager (in
the case of Class III, Class IV, Class V or Class VI Shares) at (617) 330-7500,
Attention: Shareholder Services or GMO Funds (in the case of Class I or Class II
Shares) at (617) 790-5000, as appropriate. In-kind distributions will be
transferred and delivered as directed by the investor. Cash payments will be
made by transfer of Federal funds for payment into the investor's account.
When opening an account with the Trust, shareholders will be required
to designate the account(s) to which funds or securities may be transferred upon
redemption. Designation of additional accounts and any change in the accounts
originally designated must be made in writing.
Each Fund may suspend the right of redemption and may postpone payment
for more than seven days when the New York Stock Exchange is closed for other
than weekends or holidays, or if permitted by the rules of the Securities and
Exchange Commission during periods when trading on the Exchange is restricted or
during an emergency which makes it impracticable for the Fund to dispose of its
securities or to fairly determine the value of the net assets of the Fund, or
during any other period permitted by the Securities and Exchange Commission for
the protection of investors. Because the International Funds each hold portfolio
securities listed on foreign exchanges which may trade on days on which the New
York Stock Exchange is closed, the net asset value of such Funds' shares may be
significantly affected on days when shareholders have no access to such Funds.
-6-
DETERMINATION OF NET ASSET VALUE
Except on days during which no security is tendered for redemption and
no order to purchase or sell such security is received by the relevant Fund, the
net asset value of a share is determined for each Fund once on each day on which
the New York Stock Exchange is open as of 4:15 p.m., New York City Time, by
dividing the total market value of the Fund's portfolio investments and other
assets, less any liabilities, by the total outstanding shares of the Fund.
Portfolio securities listed on a securities exchange for which market quotations
are available are valued at the last quoted sale price on each business day, or,
if there is no such reported sale, at the most recent quoted bid price. Price
information on listed securities is generally taken from the closing price on
the exchange where the security is primarily traded. Unlisted securities for
which market quotations are readily available are valued at the most recent
quoted bid price, except that debt obligations with sixty days or less remaining
until maturity may be valued at their amortized cost. Other assets and
securities for which no quotations are readily available are valued at fair
value as determined in good faith by the Trustees or persons acting at their
direction. The values of foreign securities quoted in foreign currencies are
translated into U.S. dollars at current exchange rates or at such other rates as
the Trustees may determine in computing net asset value. Debt securities with a
remaining maturity of 60 days or less will be valued at amortized cost, unless
circumstances dictate otherwise. Circumstances may dictate otherwise, among
other times, when the issuer's creditworthiness has become impaired.
Because of time zone differences, foreign exchanges and securities
markets will usually be closed prior to the time of the closing of the New York
Stock Exchange and values of foreign options and foreign securities will be
determined as of the earlier closing of such exchanges and securities markets.
However, events affecting the values of such foreign securities may occasionally
occur between the earlier closings of such exchanges and securities markets and
the closing of the New York Stock Exchange which will not be reflected in the
computation of the net asset value of the International Funds. If an event
materially affecting the value of such foreign securities occurs during such
period, then such securities will be valued at fair value as determined in good
faith by the Trustees or persons acting at their direction.
Because foreign securities, options on foreign securities and foreign
futures are quoted in foreign currencies, fluctuations in the value of such
currencies in relation to the U.S. dollar will affect the net asset value of
shares of the International Funds even though there has not been any change in
the values of such securities and options, measured in terms of the foreign
currencies in which they are denominated.
DISTRIBUTIONS
Each Fund intends to pay out as dividends substantially all of its net
investment income (which comes from dividends and interest it receives from its
investments and net short-term capital gains). For these purposes and for
federal income tax purposes, a portion of the premiums from certain expired call
or put options written by a Fund, net gains from certain closing purchase and
sale transactions with respect to such options and a portion of net gains from
other options and futures transactions are treated as short-term capital gain.
Each Fund also intends to distribute substantially all of its net long-term
capital gains, if any, after giving effect to any available capital loss
carryover. With the exception of the International Funds, each Fund's present
policy is to declare and pay distributions of its dividends and interest
quarterly. The policy of each International Fund is to declare and pay
distributions of its dividends, interest and foreign currency gains
semi-annually. Each Fund also intends to distribute net short-term capital gains
and net long-term gains at least annually.
All dividends and/or distributions will be paid in shares of the
relevant Fund, at net asset value, unless the shareholder elects to receive
cash. There is no purchase premium on reinvested dividends or distributions.
Shareholders may make this election by marking the appropriate box on the
Purchase Order Form or by writing to the Trust.
TAXES
Each Fund is treated as a separate taxable entity for federal income
tax purposes. Each Fund intends to qualify each year as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended. So
long as a Fund so qualifies, the Fund itself will not pay federal income tax on
the amount distributed.
Fund distributions derived from interest, dividends and certain other
income, including in general short-term capital gains, will be taxable as
ordinary income to shareholders subject to federal income tax whether received
in cash or reinvested shares. Designated distributions of any long-term capital
gains whether received in cash or reinvested shares are taxable as such to
shareholders subject to federal income tax, regardless of how long a shareholder
may have owned shares in the Fund. Any loss realized upon a taxable disposition
of shares held for six months or less will be treated as long-term capital loss
to the extent of any long-term capital gain distributions received by a
shareholder with respect to those shares. A distribution paid to shareholders by
a
Fund in January of a year generally is deemed to have been received by
shareholders on December 31 of the preceding year, if the distribution was
declared and payable to shareholders of record on a date in October, November or
December of that preceding year. The Trust will provide federal tax information
annually, including information about dividends and distributions paid during
the preceding year.
The back-up withholding rules do not apply to tax exempt entities so
long as each such entity furnishes the Trust with an appropriate certification.
However, other shareholders are subject to back-up withholding at a rate of 31%
on all distributions of net investment income and capital gain, whether received
in cash or reinvested in shares of the relevant Fund, and on the amount of the
proceeds of any redemption of Fund shares paid or credited to any shareholder
account for which an incorrect or no taxpayer identification number has been
provided, where appropriate certification has not been provided for a foreign
shareholder, or where the Trust is notified that the shareholder has
underreported income in the past (or the shareholder fails to certify that he is
not subject to such withholding).
The foregoing is a general summary of the federal income tax
consequences for shareholders who are U.S. citizens, residents or domestic
corporations. Shareholders should consult their own tax advisors about the tax
consequences of an investment in a Fund in light of each shareholder's
particular tax situation. Shareholders should also consult their own tax
advisors about consequences under foreign, state, local or other applicable tax
laws.
WITHHOLDING ON DISTRIBUTIONS TO FOREIGN INVESTORS
Dividend distributions (including distributions derived from short-term
capital gains) are in general subject to a U.S. withholding tax of 31% when paid
to a nonresident alien individual, foreign estate or trust, a foreign
corporation, or a foreign partnership ("foreign shareholder"). Persons who are
resident in a country, such as the U.K., that has an income tax treaty with the
U.S. may be eligible for a reduced withholding rate (upon filing of appropriate
forms), and are urged to consult their tax advisors regarding the applicability
and effect of such a treaty. Distributions of net long-term capital gains to a
foreign shareholder, and any gain realized upon the sale of Fund shares by such
a shareholder will ordinarily not be subject to U.S. taxation, unless the
recipient or seller is a nonresident alien individual who is present in the
United States for more than 182 days during the taxable year. However, foreign
shareholders with respect to whom income from a Fund is "effectively connected"
with a U.S. trade or business carried on by such shareholder will in general be
subject to U.S. federal income tax on the income derived from the Fund at the
graduated rates applicable to U.S. citizens, residents or domestic corporations,
whether received in cash or reinvested in shares, and, in the case of a foreign
corporation, may also be subject to a branch profits tax. Again, foreign
shareholders who are resident in a country with an income tax treaty with the
United States may obtain different tax results, and are urged to consult their
tax advisors.
FOREIGN TAX CREDITS
If, at the end of the fiscal year, more than 50% of the total assets of
any Fund is represented by stock of foreign corporations, the Fund intends to
make an election with respect to the relevant Fund which allows shareholders
whose income from the Fund is subject to U.S. taxation at the graduated rates
applicable to U.S. citizens, residents or domestic corporations to claim a
foreign tax credit or deduction (but not both) on their U.S. income tax return.
In such case, the amounts of foreign income taxes paid by the Fund would be
treated as additional income to Fund shareholders from non-U.S. sources and as
foreign taxes paid by Fund shareholders. Investors should consult their tax
advisors for further information relating to the foreign tax credit and
deduction, which are subject to certain restrictions and limitations.
Shareholders of any of the International Funds whose income from the Fund is not
subject to U.S. taxation at the graduated rates applicable to U.S. citizens,
residents or domestic corporations may receive substantially different tax
treatment of distributions by the relevant Fund, and may be disadvantaged as a
result of the election described in this paragraph.
LOSS OF REGULATED INVESTMENT COMPANY STATUS
A Fund may experience particular difficulty qualifying as a regulated
investment company in the case of highly unusual market movements, in the case
of high redemption levels and/or during the first year of its operations. If the
Fund does not qualify for taxation as a regulated investment company for any
taxable year, the Fund's income will be taxed at the Fund level at regular
corporate rates, and all distributions from earnings and profits, including
distributions of net long-term capital gains, will be taxable to shareholders as
ordinary income and subject to withholding in the case of non-U.S. shareholders.
In addition, in order to requalify for taxation as a regulated investment
company, the Fund may be required to recognize unrealized gains, pay taxes on
such gains, and make certain distributions.
MANAGEMENT OF THE TRUST
Each Fund is advised and managed by Grantham, Mayo, Van Otterloo & Co.,
40 Rowes Wharf, Boston, Massachusetts 02110 (the "Manager") which provides
-2-
investment advisory services to a substantial number of institutional and other
investors, including one other registered investment company. Each of the
following four general partners holds a greater than 5% interest in the Manager:
R. Jeremy Grantham, Richard A. Mayo, Eyk H.A. Van Otterloo and Kingsley Durant.
Under separate Management Contracts with the Trust, the Manager selects
and reviews each Fund's investments and provides executive and other personnel
for the management of the Trust. Pursuant to the Trust's Agreement and
Declaration of Trust, the Board of Trustees supervises the affairs of the Trust
as conducted by the Manager. In the event that the Manager ceases to be the
manager of any Fund, the right of the Trust to use the identifying name "GMO"
may be withdrawn.
The Manager has entered into a Consulting Agreement (the "Consulting
Agreement") with Dancing Elephant, Ltd., 1936 University Avenue, Berkeley,
California 94704 (the "Consultant), with respect to the management of the
portfolio of the Emerging Markets Fund. The Consultant is wholly-owned by Mr.
Arjun Divecha. Under the Consulting Agreement, the Manager pays the Consultant a
monthly fee at an annual rate equal to the greater of 0.50% of the Fund's
average daily net assets or $500,000. The Consultant may from time to time waive
all or a portion of its fee. Payments made by the Manager to the Consultant will
not affect the amounts payable by the Fund to the Manager or the Fund's expense
ratio.
Each Management Contract provides for payment to the Manager of a
monthly fee at the stated annual rates set forth under Schedule of Fees and
Expenses. While the fee paid to the Manager by each of the Fundamental Value
Fund, the International Core Fund, the Currency Hedged International Core Fund,
the Foreign Fund, the International Small Companies Fund, the Japan Fund and the
Emerging Markets Fund is higher than that paid by most funds, each is comparable
to the fees paid by many funds with similar investment objectives. In addition,
with respect to each Fund, the Manager has voluntarily agreed to waive its fee
and to bear certain expenses until further notice in order to limit each Fund's
annual expenses to specified limits (with certain exclusions). These limits and
the terms applicable to them are described under Schedule of Fees and Expenses.
During the fiscal year ended February 29, 1996, the Manager received,
as compensation for advisory services rendered in such year (after waiver), the
percentages of each Fund's average net assets as set forth below:
Fund % of Average Net Assets
- ---- -----------------------
Core Fund 0.45%
Tobacco-Free Core Fund 0.30%
Value Allocation Fund 0.56%
Growth Allocation Fund 0.43%
U.S. Sector Allocation Fund 0.42%
Core II Secondaries Fund 0.37%
Fundamental Value Fund 0.70%
International Core Fund 0.61%
International Small Companies Fund 0.56%
Japan Fund 0.61%
Emerging Markets Fund 0.98%
Global Hedged Equity Fund 0.59%
Domestic Bond Fund 0.19%
Short-Term Income Fund 0.00%
International Bond Fund 0.27%
Currency Hedged International Bond Fund 0.26%
Emerging Country Debt Fund 0.34%
Currency Hedged International Core Fund 0.32%
Global Bond Fund 0.00%
Mr. R. Jeremy Grantham and Christopher Darnell are primarily
responsible for the day-to-day management of the portfolio of each of the Core
Fund, the Tobacco-Free Core Fund, the Growth Allocation Fund, the U.S. Sector
Allocation Fund, and the Core II Secondaries Fund. Each has served in this
capacity for more than five years. Mr. William L. Nemerever, Mr. Thomas F.
Cooper and Mr. Steven Edelstein are primarily responsible for the day-to- day
management of the Fixed Income Funds other than the Global Hedged Equity Fund.
Each of Messrs. Nemerever and Cooper has served in this capacity since the
inception of all of these Funds except the Short-Term Income Fund. Messrs.
Nemerever and Cooper have served as the managers of the Short-Term Income Fund
since 1993. Prior to 1993, the Short-Term Income Fund was managed by Mr. Robert
Brokaw. Mr. Richard A. Mayo has been primarily responsible for the day-to-day
management of the portfolio of the Fundamental Value Fund since the inception of
the Fund. Mr. Mayo and Mr. Christopher Darnell have been primarily responsible
for the day-to-day management of the portfolio of the Value Allocation Fund
since the inception of the Fund. Mr. Grantham, Mr. Darnell, Mr. Forrest Berkley
and Ms. Doris Chu have been primarily responsible for the day-to-day management
of the portfolio of each of the Currency Hedged International Core Fund, the
International Small Companies Fund, the Japan Fund and the Global Hedged Equity
Fund since inception of the Funds and have served as managers of the
International Core Fund for the last six years. Mr. Arjun Bhagwan Divecha has
been primarily responsible for the day-to-day management of the portfolio of the
Emerging Markets Fund since the inception of the Fund. Day-to-day management of
the portfolio of the Foreign Fund is the responsibility of a committee and no
person or persons is primarily responsible for making recommendations to that
committee.
-3-
Mr. Grantham and Mr. Mayo are both founding partners of the Manager and
have been employed by the Manager in equity and fixed-income portfolio
management since its inception in 1977. Mr. Grantham serves as President -
Domestic Quantitative and Mr. Mayo serves as President - Domestic Active of the
Trust. Mr. Darnell has been employed by the Manager since 1979 and has been
involved in equity portfolio management for more than ten years. Mr. Berkley and
Ms. Chu have each been employed by the Manager for more than eight years and
have each been involved in portfolio management (principally of international
equities) for more than six years. Mr. Nemerever and Mr. Cooper have been
employed by the Manager in fixed-income portfolio management since October,
1993. For the five years prior to October, 1993, Mr. Nemerever was employed by
Boston International Advisors and Fidelity Management Trust Company in
fixed-income portfolio management. For the five years prior to October, 1993,
Mr. Cooper was employed by Boston International Advisors, Goldman Sachs Asset
Management and Western Asset Management in fixed-income portfolio management.
Mr. Divecha is the sole shareholder and President of the Consultant which he
began to organize in September 1993. From 1981 until September 1993, Mr. Divecha
was employed by BARRA and during this period he was involved in equity portfolio
management for more than five years.
Pursuant to a Servicing Agreement with the Trust on behalf of each class of
shares of each Fund, Grantham, Mayo, Van Otterloo & Co., in its capacity as the
Trust's servicing agent (the "Servicing Agent") provides direct client service,
maintenance and reporting to shareholders of each class of shares. Such
servicing and reporting services include, without limitation, professional and
informative reporting, client account information, personal and electronic
access to Fund information, access to analysis and explanations of Fund reports,
and assistance in the correction and maintenance of client- related information.
Shareholders could, under certain circumstances, be held personally liable
for the obligations of the Trust. However, the risk of a shareholder incurring
financial loss on account of that liability is considered remote since it may
arise only in very limited circumstances.
ORGANIZATION AND CAPITALIZATION
OF THE TRUST
The Trust was established on June 24, 1985 as a business trust under
Massachusetts law. The Trust has an unlimited authorized number of shares of
beneficial interest which may, without shareholder approval, be divided into an
unlimited number of series of such shares, and which are presently divided into
twenty-eight series of shares: one for each Fund, one for the Pelican Fund, and
one for the Conservative Equity Fund, which is currently inactive. All shares of
all series are entitled to vote at any meetings of shareholders. The Trust does
not generally hold annual meetings of shareholders and will do so only when
required by law. All shares entitle their holders to one vote per share. Matters
submitted to shareholder vote must be approved by each Fund separately except
(i) when required by the 1940 Act shares shall be voted together as a single
class and (ii) when the Trustees have determined that the matter does not affect
a Fund, then only shareholders of the Fund(s) affected shall be entitled to vote
on the matter. Shareholders of a particular class of shares do not have separate
class voting rights except with respect to matters that affect only that class
of shares or as otherwise required by law. Shares are freely transferable, are
entitled to dividends as declared by the Trustees, and, in liquidation of the
Trust, are entitled to receive the net assets of their Fund, but not of any
other Fund. Shareholders holding a majority of the outstanding shares of all
series may remove Trustees from office by votes cast in person or by proxy at a
meeting of shareholders or by written consent.
On February 29, 1996, the following shareholders held greater than 25% of
the outstanding shares of the series noted below:
Fund Shareholders
- ---- ------------
Value Allocation Fund Leland Stanford Junior University
II
Tobacco-Free Core Fund Dewitt Wallace - Reader's Digest Fund,
Inc.; Lila Wallace Reader's Digest Fund, Inc.
U.S. Sector Allocation Fund John D. MacArthur & Catherine
T. MacArthur Foundation
Fundamental Value Fund Yale University; Leland
Stanford Junior University II
Japan Fund International Monetary Fund Staff
Retirement Plan
Domestic Bond Fund Bankers Trust Company as
Trustee, GTE Service Corp.
Pension Trust
Short-Term Income Fund Cormorant Fund; MJH
Foundation
Currency Hedged Bankers Trust Company as
International Bond Fund Trustee, GTE Service Corp.
Pension Trust
Global Hedged Equity Fund Bankers Trust Company as
Trustee, GTE Service
Corp. Pension Trust
Global Bond Fund Essex & Company
Core II Secondaries Fund Bankers Trust Company as
Trustee, GTE Service
As a result, such shareholders may be deemed to "control" their respective
series as such term is defined in the 1940 Act.
-4-
- --------------------------------------------------------------------------------
SHAREHOLDER INQUIRIES
Shareholders may direct inquiries regarding Class III,
Class IV, Class V or Class VI Shares to the
Trust c/o Grantham, Mayo, Van Otterloo & Co.,
40 Rowes Wharf, Boston, MA 02110
(1-617-330-7500)
Shareholders may direct inquiries regarding Class I
or Class II Shares to the Trust c/o
GMO Fund Division,
40 Rowes Wharf, Boston, MA 02110
(1-617-790-5000)
- --------------------------------------------------------------------------------
-5-
APPENDIX A
RISKS AND LIMITATIONS OF OPTIONS, FUTURES AND SWAPS
Limitations on the Use of Options and Futures Portfolio Strategies. As
noted in "Descriptions and Risks of Fund Investment Practices--Futures and
Options" above, the Funds may use futures contracts and related options for
hedging and, in some circumstances, for risk management or investment but not
for speculation. Thus, except when used for risk management or investment, each
such Fund's long futures contract positions (less its short positions) together
with the Fund's cash (i.e., equity or fixed income) positions will not exceed
the Fund's total net assets.
The Funds' ability to engage in the options and futures strategies
described above will depend on the availability of liquid markets in such
instruments. Markets in options and futures with respect to currencies are
relatively new and still developing. It is impossible to predict the amount of
trading interest that may exist in various types of options or futures.
Therefore no assurance can be given that a Fund will be able to utilize these
instruments effectively for the purposes set forth above. Furthermore, each
Fund's ability to engage in options and futures transactions may be limited by
tax considerations.
Risk Factors in Options Transactions. The option writer has no control over
when the underlying securities or futures contract must be sold, in the case of
a call option, or purchased, in the case of a put option, since the writer may
be assigned an exercise notice at any time prior to the termination of the
obligation. If an option expires unexercised, the writer realizes a gain in the
amount of the premium. Such a gain, of course, may, in the case of a covered
call option, be offset by a decline in the market value of the underlying
security or futures contract during the option period. If a call option is
exercised, the writer realizes a gain or loss from the sale of the underlying
security or futures contract. If a put option is exercised, the writer must
fulfill the obligation to purchase the underlying security or futures contract
at the exercise price, which will usually exceed the then market value of the
underlying security or futures contract.
An exchange-traded option may be closed out only on a national securities
exchange ("Exchange") which generally provides a liquid secondary market for an
option of the same series. An over-the-counter option may be closed out only
with the other party to the option transaction. If a liquid secondary market for
an exchange-traded option does not exist, it might not be possible to effect a
closing transaction with respect to a particular option with the result that the
Fund holding the option would have to exercise the option in order to realize
any profit. For example, in the case of a written call option, if the Fund is
unable to effect a closing purchase transaction in a secondary market (in the
case of a listed option) or with the purchaser of the option (in the case of an
over-the-counter-option), the Fund will not be able to sell the underlying
security (or futures contract) until the option expires or it delivers the
underlying security (or futures contract) upon exercise. Reasons for the absence
of a liquid secondary market on an Exchange include the following: (i) there may
be insufficient trading interest in certain options; (ii) restrictions may be
imposed by an Exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options or underlying securities;
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
Exchange; (v) the facilities of an Exchange or the Options Clearing Corporation
may not at all times be adequate to handle current trading volume; or (vi) one
or more Exchanges could, for economic or other reasons, decide or be compelled
at some future date to discontinue the trading of options (or a particular class
or series of options), in which event the secondary market on that Exchange (or
in that class or series of options) would cease to exist, although outstanding
options on that Exchange that had been issued by the Options Clearing
Corporation as a result of trades on that Exchange should continue to be
exercisable in accordance with their terms.
The Exchanges have established limitations governing the maximum number
of options which may be written by an investor or group of investors acting in
concert. It is possible that the Funds, the Manager and other clients of the
Manager may be considered to be such a group. These position limits may restrict
a Fund's ability to purchase or sell options on a particular security.
The amount of risk a Fund assumes when it purchases an option is the
premium paid for the option plus related transaction costs. In addition to the
correlation risks discussed below, the purchase of an option also entails the
risk that changes in the value of the underlying security or futures contract
will not be fully reflected in the value of the option purchased.
Risk Factors in Futures Transactions. Investment in futures contracts
involves risk. If the futures are used for hedging, some of that risk may be
caused by an imperfect correlation between movements in the price of the futures
contract and the price of the security or
-6-
currency being hedged. The correlation is higher between price movements of
futures contracts and the instrument underlying that futures contract. The
correlation is lower when futures are used to hedge securities other than such
underlying instrument, such as when a futures contract on an index of securities
is used to hedge a single security, a futures contract on one security (e.g.,
U.S. Treasury bonds) is used to hedge a different security (e.g., a
mortgage-backed security) or when a futures contract in one currency (e.g., the
German Mark) is used to hedge a security denominated in another currency (e.g.,
the Spanish Peseta). In the event of an imperfect correlation between a futures
position and a portfolio position (or anticipated position) which is intended to
be protected, the desired protection may not be obtained and a Fund may be
exposed to risk of loss. In addition, it is not always possible to hedge fully
or perfectly against currency fluctuations affecting the value of the securities
denominated in foreign currencies because the value of such securities also is
likely to fluctuate as a result of independent factors not related to currency
fluctuations. The risk of imperfect correlation generally tends to diminish as
the maturity date of the futures contract approaches.
A hedge will not be fully effective where there is such imperfect
correlation. To compensate for imperfect correlations, a Fund may purchase or
sell futures contracts in a greater amount than the hedged securities if the
volatility of the hedged securities is historically greater than the volatility
of the futures contracts. Conversely, a Fund may purchase or sell fewer
contracts if the volatility of the price of the hedged securities is
historically less than that of the futures contract.
As noted in the Prospectus, a Fund may also purchase futures contracts (or
options thereon) as an anticipatory hedge against a possible increase in the
price of currency in which is denominated the securities the Fund anticipates
purchasing. In such instances, it is possible that the currency may instead
decline. If the Fund does not then invest in such securities because of concern
as to possible further market and/or currency decline or for other reasons, the
Fund may realize a loss on the futures contract that is not offset by a
reduction in the price of the securities purchased.
The liquidity of a secondary market in a futures contract may be adversely
affected by "daily price fluctuation limits" established by commodity exchanges
which limit the amount of fluctuation in a futures contract price during a
single trading day. Once the daily limit has been reached in the contract, no
trades may be entered into at a price beyond the limit, thus preventing the
liquidation of open futures positions. Prices have in the past exceeded the
daily limit on a number of consecutive trading days. Short positions in index
futures may be closed out only by entering into a futures contract purchase on
the futures exchange on which the index futures are traded.
The successful use of transactions in futures and related options for
hedging and risk management also depends on the ability of the Manager to
forecast correctly the direction and extent of exchange rate, interest rate and
stock price movements within a given time frame. For example, to the extent
interest rates remain stable during the period in which a futures contract or
option is held by a Fund investing in fixed income securities (or such rates
move in a direction opposite to that anticipated), the Fund may realize a loss
on the futures transaction which is not fully or partially offset by an increase
in the value of its portfolio securities. As a result, the Fund's total return
for such period may be less than if it had not engaged in the hedging
transaction.
Unlike trading on domestic commodity exchanges, trading on foreign
commodity exchanges is not regulated by the CFTC and may be subject to greater
risks than trading on domestic exchanges. For example, some foreign exchanges
may be principal markets so that no common clearing facility exists and a trader
may look only to the broker for performance of the contract. In addition, unless
a Fund hedges against fluctuations in the exchange rate between the U.S. dollar
and the currencies in which trading is done on foreign exchanges, any profits
that a Fund might realized in trading could be eliminated by adverse changes in
the exchange rate, or the Fund could incur losses as a result of those changes.
Risk Factors in Swap Contracts, OTC Options and other Two-Party Contracts.
A Fund may only close out a swap, contract for differences, cap floor or collar
or OTC option, with the particular counterparty. Also, if the counterparty
defaults, a Fund will have contractual remedies pursuant to the agreement
related to the
-7-
transaction, but there is no assurance that contract counterparties will be able
to meet their obligations pursuant to such contracts or that, in the event of
default, a Fund will succeed in pursuing contractual remedies. The Fund thus
assumes the risk that it may be delayed or prevented from obtaining payments
owed to it pursuant to swap contracts. The Manager will closely monitor subject
to the oversight of the Trustees, the creditworthiness of contract
counterparties and a Fund will not enter into any swaps, caps, floors or
collars, unless the unsecured senior debt or the claims-paying ability of the
other party thereto is rated at least A by Moody's Investors Service or Standard
and Poor's Corporation at the time of entering into such transaction or if the
counterparty has comparable credit as determined by the Manager. However, the
credit of the counterparty may be adversely affected by larger- than-average
volatility in the markets, even if the counterparty's net market exposure is
small relative to its capital. The management of caps, floors, collars and swaps
may involve certain difficulties because the characteristics of many derivatives
have not been observed under all market conditions or through a full market
cycle.
Additional Regulatory Limitations on the Use of Futures and Related
Options, Interest Rate Floors, Caps and Collars and Interest Rate and Currency
Swap Contracts. In accordance with CFTC regulations, investments by any Fund as
provided in the Prospectus in futures contracts and related options for purposes
other than bona fide hedging are limited such that the aggregate amount that a
Fund may commit to initial margin on such contracts or premiums on such options
may not exceed 5% of that Fund's net assets.
The Manager and the Trust do not believe that the Fund's respective
obligations under equity swap contracts, reverse equity swap contracts or Index
Futures are senior securities and, accordingly, the Fund will not treat them as
being subject to its borrowing restrictions. However, the net amount of the
excess, if any, of the Fund's obligations over its entitlements with respect to
each equity swap contract will be accrued on a daily basis and an amount of
cash, U.S. Government Securities or other high grade debt obligations having an
aggregate market value at least equal to the accrued excess will be maintained
in a segregated account by the Fund's custodian. Likewise, when a Fund takes a
short position with respect to an Index Futures contract the position must be
covered or the Fund must maintain at all times while that position is held by
the Fund, cash, U.S. government securities or other high grade debt obligations
in a segregated account with its custodian, in an amount which, together with
the initial margin deposit on the futures contract, is equal to the current
delivery or cash settlement value.
The use of unsegregated futures contracts, related written options,
interest rate floors, caps and collars and interest rate and currency swap
contracts for risk management by a Fund permitted to engage in any or all of
such practices is limited to no more than 10% of a Fund's total net assets when
aggregated with such Fund's traditional borrowings in accordance with SEC
pronouncements. This 10% limitation applies to the face amount of unsegregated
futures contracts and related options and to the amount of a Fund's net payment
obligation that is not segregated against in the case of interest rate floors,
caps and collars and interest rate and currency swap contracts.
-8-
APPENDIX B
COMMERCIAL PAPER AND CORPORATE DEBT RATINGS
COMMERCIAL PAPER RATINGS
Commercial paper ratings of Standard & Poor's Corporation ("Standard &
Poor's") are current assessments of the likelihood of timely payment of debts
having original maturities of no more than 365 days. Commercial paper rated A-1
by Standard & Poor's indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted A-1+. Commercial paper
rated A-2 by Standard and Poor's indicates that capacity for timely payment on
issues is strong. However, the relative degree of safety is not as high as for
issues designated A-1. Commercial paper rated A-3 indicates capacity for timely
payment. It is, however, somewhat more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations.
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's Investors Service, Inc. ("Moody's"). Issuers rated Prime-1 (or related
supporting institutions) are considered to have a superior capacity for
repayment of short-term promissory obligations. Issuers rated Prime-2 (or
related supporting institutions) have a strong capacity for repayment of
short-term promissory obligations. This will normally be evidenced by many of
the characteristics of Prime-1 rated issuers, but to a lesser degree. Earnings
trends and coverage ratios, while sound, will be more subject to variations.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternative liquidity is maintained. Issuers rated
Prime-3 have an acceptable capacity for repayment of short-term promissory
obligations. The effect of industry characteristics and market composition may
be more pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and the requirement of
relatively high financial leverage. Adequate alternate liquidity is maintained.
CORPORATE DEBT RATINGS
Standard & Poor's Corporation. A Standard & Poor's corporate debt rating is
a current assessment of the creditworthiness of an obligor with respect to a
specific obligation. The following is a summary of the ratings used by Standard
& Poor's for corporate debt:
AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay interest and repay
principal. AA - Bonds rated AA also qualify as high quality debt obligations.
Capacity to pay interest and repay principal is very strong, and in the majority
of instances they differ from AAA issues only in small degree.
A - Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to repay principal and pay interest for
bonds in this category than for bonds in higher rated categories.
BB, B, CCC, CC - Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominately speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
C - The rating C is reserved for income bonds on which no interest is being
paid.
D - Bonds rated D are in default, and payment of interest and/or repayment of
principal is in arrears.
Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Moody's Investors Service, Inc. The following is a summary of the
ratings used by Moody's Investor Services, Inc. for corporate debt:
Aaa - Bonds that are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large, or by an exceptionally
stable, margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa - Bonds that are rated Aa are judged to be high quality by all standards.
Together with the Aaa group they
-9-
comprise what are generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater amplitude or
there may be other elements present that make the long-term risks appear
somewhat larger than in Aaa securities.1
A - Bonds that are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present that
suggest a susceptibility to impairment sometime in the future.1
Baa - Bonds that are rated Baa are considered as medium grade obligations; i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.
Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often, the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca - Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C - Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Should no rating be assigned by Moody's, the reason may be one of the following:
1. An application for rating was not received or accepted.
2. The issue or issuer belongs to a group of securities that are not rated as a
matter of policy.
3. There is lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed in which case the rating is not published in
Moody's publications.
Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.
Note: Those bonds in the Aa, A, Baa, Ba and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols 1Aa1,
A1, Baa1, and B1.
-10-
GMO TRUST
STATEMENT OF ADDITIONAL INFORMATION
May 31, 1996
This Statement of Additional Information is not a prospectus. This Statement of
Additional Information relates to the Prospectus dated May 31, 1996, as amended
from time to time and should be read in conjunction therewith. A copy of the
Prospectus may be obtained from GMO Trust, 40 Rowes Wharf, Boston, Massachusetts
02110.
Table of Contents
Caption Page
INVESTMENT OBJECTIVE AND POLICIES............................................. 1
MISCELLANEOUS INVESTMENT PRACTICES............................................ 1
INVESTMENT RESTRICTIONS....................................................... 2
INCOME, DIVIDENDS, DISTRIBUTIONS AND TAX STATUS............................... 5
MANAGEMENT OF THE TRUST....................................................... 7
INVESTMENT ADVISORY AND OTHER SERVICES........................................ 8
PORTFOLIO TRANSACTIONS........................................................13
DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES..............................15
FINANCIAL STATEMENTS..........................................................28
-i-
INVESTMENT OBJECTIVE AND POLICIES
The investment objectives and policies of each Fund are described in
the Prospectus. Unless otherwise indicated in the Prospectus or this Statement
of Additional Information, the investment objective and policies of the Funds
may be changed without shareholder approval.
MISCELLANEOUS INVESTMENT PRACTICES
Index Futures. As stated in the Prospectus under the heading
"Descriptions and Risks of Fund Investment Practices -- Futures and Options,"
each of the Funds may purchase futures contracts on various securities indices
("Index Futures"). As indicated in the Prospectus, an Index Future is a contract
to buy or sell an integral number of units of the particular stock index at a
specified future date at a price agreed upon when the contract is made. A unit
is the value from time to time of the relevant index. Entering into a contract
to buy units is commonly referred to as buying or purchasing a contract or
holding a long position in the relevant index.
For example, if the value of a unit of a particular index were $1,000,
a contract to purchase 500 units would be worth $500,000 (500 units x $1,000).
The Index Futures contract specifies that no delivery of the actual stocks
making up the index will take place. Instead, settlement in cash must occur upon
the termination of the contract, with the settlement being the difference
between the contract price and the actual level of the relevant index at the
expiration of the contract. For example, if a Fund enters into one futures
contract to buy 500 units of an index at a specified future date at a contract
price of $1,000 per unit and the index is at $1,010 on that future date, the
Fund will gain $5,000 (500 units x gain of $10).
Index Futures in which a Fund may invest typically can be traded
through all major commodity brokers and trades are currently effected on the
exchanges described in the Prospectus. A Fund may close open positions on the
futures exchange on which Index Futures are then traded at any time up to and
including the expiration day. All positions which remain open at the close of
the last business day of the contract's life are required to settle on the next
business day (based upon the value of the relevant index on the expiration day)
with settlement made, in the case of S&P 500 Index Futures, with the Commodities
Clearing House. Because the specific procedures for trading foreign stock Index
Futures on futures exchanges are still under development, additional or
different margin requirements as well as settlement procedures may be applicable
to foreign stock Index Futures at the time a Fund purchases foreign stock Index
Futures.
The price of Index Futures may not correlate perfectly with movement in
the relevant index due to certain market distortions. First, all participants in
the futures market are subject to margin deposit and maintenance requirements.
Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the S&P 500
Index and futures markets. Secondly, the deposit requirements in the futures
market are less onerous than margin requirements in the securities market, and
as a result the futures market may attract more speculators than does the
securities market. Increased participation by speculators in the futures market
may also cause temporary price distortions. In addition, trading hours for
foreign stock Index Futures may not correspond perfectly to hours of trading on
the foreign exchange to which a particular foreign stock Index Future relates.
This may result in a disparity between the price of Index Futures and the value
of the relevant index due to the lack of continuous arbitrage between the Index
Futures price and the value of the underlying index.
INVESTMENT RESTRICTIONS
Without a vote of the majority of the outstanding voting securities of
the relevant Fund, the Trust will not take any of the following actions with
respect to any Fund:
(1) Borrow money except under the following circumstances: (i)
Each Fund may borrow money from banks so long as after such a
transaction, the total assets (including the amount borrowed) less
liabilities other than debt obligations, represent at least 300% of
outstanding debt obligations; (ii) Each Fund may also borrow an
additional 5% of its total assets without regard to the foregoing
limitation for temporary purposes, such as for the clearance and
settlement of portfolio transactions and to meet shareholder redemption
request; (iii) Each Fund may enter into transactions that are
technically loans under the 1940 Act because they involve the sale of a
security coupled with an agreement to repurchase that security (e.g.,
reverse repurchase agreements, dollar rolls and other similar
investment techniques) without regard to the asset coverage restriction
described in (i) above, so long as and to the extent that a Fund
establishes a segregated account with its custodian in which it
maintains cash and/or high grade debt securities equal in value to its
obligations in respect of these transactions. Under current
pronouncements of the Securities and Exchange Commission and its staff
such transactions are not treated as senior securities so long as and
to the extent that the Fund establishes a segregated account with its
custodian in which it maintains liquid assets, such as cash, U.S.
Government securities or other appropriate high grade debt securities
equal in value to its obligations in respect of these transactions.
(2) Purchase securities on margin, except such short-term
credits as may be necessary for the clearance of purchases and sales of
securities. (For this purpose, the deposit or payment of initial or
variation margin in connection with futures contracts or related
options transactions is not considered the purchase of a security on
margin.)
-2-
(3) Make short sales of securities or maintain a short
position for the Fund's account unless at all times when a short
position is open the Fund owns an equal amount of such securities or
owns securities which, without payment of any further consideration,
are convertible into or exchangeable for securities of the same issue
as, and equal in amount to, the securities sold short.
(4) Underwrite securities issued by other persons except to
the extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under federal
securities laws.
(5) Purchase or sell real estate, although it may purchase
securities of issuers which deal in real estate, including securities
of real estate investment trusts, and may purchase securities which are
secured by interests in real estate.
(6) Make loans, except by purchase of debt obligations or by
entering into repurchase agreements or through the lending of the
Fund's portfolio securities. Loans of portfolio securities may be made
with respect to up to 100% of a Fund's total assets in the case of each
Fund (except the International Core and Currency Hedged International
Core Funds), and with respect to not more than 25% of total assets in
the case of each of the International Core and Currency Hedged
International Core Funds.
(7) Invest in securities of any issuer if, to the knowledge of
the Trust, officers and Trustees of the Trust and officers and partners
of Grantham, Mayo, Van Otterloo & Co. (the "Manager") who beneficially
own more than 1/2 of 1% of the securities of that issuer together
beneficially own more than 5%.
(8) Concentrate more than 25% of the value of its total assets
in any one industry (except that, as described in the Prospectus, the
Short-Term Income Fund may invest up to 100% of its assets in
obligations issued by banks, and the REIT Fund may invest more than 25%
of its assets in real estate-related securities).
(9) Purchase or sell commodities or commodity contracts,
except that the Funds (other than the Short-Term Income Fund) may
purchase and sell financial futures contracts and options thereon.
(10) Issue senior securities, as defined in the 1940 Act and
as amplified by rules, regulations and pronouncements of the SEC. The
SEC has concluded that even though reverse repurchase agreements, firm
commitment agreements and standby commitment agreements fall within the
functional meaning of the term "evidence of indebtedness", the issue of
compliance with Section 18 of the 1940 Act will not be raised with the
SEC by the Division of Investment Management if a Fund covers such
securities by maintaining certain "segregated accounts." Similarly, so
long as such segregated accounts are maintained, the issue of
compliance with Section 18 will not be
-3-
raised with SEC with respect to any of the following: any swap contract
or contract for differences; any pledge or encumbrance of assets
permitted by non-fundamental policy (f) below; any borrowing permitted
by restriction 1 above; any collateral arrangements with respect to
initial and variational margin permitted by non- fundamental policy (f)
below; and the purchase or sale of options, forward contracts, futures
contracts or options on futures contracts.
Notwithstanding the latitude permitted by Restrictions 1, 3, and 5
above and non- fundamental policy (f) below, no Fund has any current intention
of (a) borrowing money, (b) entering into short sales or (c) with the exception
of the REIT Fund and the Core Fund, investing in real estate investment trusts.
It is contrary to the present policy of all the Funds, which may be
changed by the Trustees without shareholder approval, to:
(a) Invest in warrants or rights excluding options (other than
warrants or rights acquired by the Fund as a part of a unit or attached
to securities at the time of purchase), except that (i) the
International Funds (other than the International Bond Fund) may invest
in such warrants or rights so long as the aggregate value thereof
(taken at the lower of cost or market) does not exceed 5% of the value
of the Fund's total net assets; provided that within this 5%, not more
than 2% of its net assets may be invested in warrants that are not
listed on the New York or American Stock Exchange or a recognized
foreign exchange, and (ii) the Foreign Fund may invest without
limitation in such warrants or rights.
(b) Invest in securities of an issuer, which, together with
any predecessors or controlling persons, has been in operation for less
than three consecutive years if, as a result, the aggregate of such
investments would exceed 5% of the value of the Fund's net assets;
except that this restriction shall not apply to any obligation of the
U.S. Government or its instrumentalities or agencies; and except that
this restriction shall not apply to the investments of the Japan Fund.
(c) Buy or sell oil, gas or other mineral leases, rights or
royalty contracts.
(d) Make investments for the purpose of gaining control of a
company's management.
(e) Invest more than 15% of total assets (or such lower
percentage permitted by the states in which shares are eligible for
sale) in illiquid securities. The securities currently thought to be
included as "illiquid securities" are restricted securities under the
Federal securities laws (including illiquid securities traded under
Rule 144A), repurchase agreements and securities that are not readily
marketable. To the extent the
-4-
Trustees determine that restricted securities traded under Rule 144A
are in fact liquid, they will not be included in the 15% limit on
investment in illiquid securities.
(f) Pledge, hypothecate, mortgage or otherwise encumber its
assets in excess of 331/3% of the Fund's total assets (taken at cost).
(For the purposes of this restriction, collateral arrangements with
respect to swap agreements, the writing of options, stock index,
interest rate, currency or other futures, options on futures contracts
and collateral arrangements with respect to initial and variation
margin are not deemed to be a pledge or other encumbrance of assets.
The deposit of securities or cash or cash equivalents in escrow in
connection with the writing of covered call or put options,
respectively is not deemed to be a pledge or encumbrance.)
(g) With respect to the Foreign Fund only, to (i) invest in interests
of any general partnership, (ii) utilize margin or other borrowings to increase
market exposure (such prohibition shall extend to the use of cash collateral
obtained in exchange for loaned securities but does not prohibit the use of
margin accounts for permissible futures trading; further, the Fund may borrow an
amount equal to cash receivable from sales of stocks or securities the
settlement of which is deferred under standard practice in the country of sale),
(iii) pledge or otherwise encumber its assets, and (iv) invest more than 5% of
its assets in any one issuer (except Government securities and bank certificates
of deposit).
Except as indicated above in Restriction No. 1, all percentage
limitations on investments set forth herein and in the Prospectus will apply at
the time of the making of an investment and shall not be considered violated
unless an excess or deficiency occurs or exists immediately after and as a
result of such investment.
The phrase "shareholder approval," as used in the Prospectus, and the
phrase "vote of a majority of the outstanding voting securities," as used herein
with respect to a Fund, means the affirmative vote of the lesser of (1) more
than 50% of the outstanding shares of that Fund, or (2) 67% or more of the
shares of that Fund present at a meeting if more than 50% of the outstanding
shares are represented at the meeting in person or by proxy.
INCOME, DIVIDENDS, DISTRIBUTIONS AND TAX STATUS
Each Fund intends to qualify each year as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the Fund must, among other things, (a) derive
at least 90% of its gross income from dividends, interest, payments with respect
to certain securities loans, and gains from the sale or other disposition of
stock, securities and foreign currencies, or other income (including but not
limited to gains from options, futures or forward contracts) derived with
respect to its business of investing in such stock, securities or currencies;
(b) derive less than 30% of its gross income from gains from the sale or other
disposition of securities and certain other
-5-
assets (including certain foreign currency contracts) held for less than three
months; (c) distribute at least 90% of its dividend, interest and certain other
income (including, in general, short-term capital gains) each year; and (d)
diversify its holdings so that, at the end of each fiscal quarter (i) at least
50% of the market value of the Fund's assets is represented by cash, cash items
(including receivables), U.S. Government securities, securities of other
regulated investment companies, and other securities, limited in respect of any
one issuer to a value not greater than 5% of the value of the Fund's total
assets and 10% of the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of its assets is invested in the securities (other
than those of the U.S. Government or other regulated investment companies) of
any one issuer or of two or more issuers which the Fund controls and which are
engaged in the same, similar or related trades or businesses. So long as a Fund
qualifies for treatment as a regulated investment company, the Fund will not be
subject to federal income tax on income paid to its shareholders in the form of
dividends or capital gain distributions.
The tax status of each Fund and the distributions which it may make are
summarized in the Prospectus under the heading "Taxes." Each Fund intends to pay
out substantially all of its ordinary income and net short-term capital gains,
and to distribute substantially all of its net capital gain, if any, after
giving effect to any available capital loss carryover. Net capital gain is the
excess of net long-term capital gain over net short-term capital loss. It is the
policy of each Fund to make distributions sufficient to avoid the imposition of
a 4% excise tax on certain undistributed amounts. The recognition of certain
losses upon the sale of shares of a Fund may be limited to the extent
shareholders dispose of shares of one Fund and invest in shares of the same or
another Fund.
The Funds' transactions in options, futures contracts, hedging
transactions, forward contracts, straddles and foreign currencies may accelerate
income, defer losses, cause adjustments in the holding periods of the Funds'
securities and convert short-term capital gains or losses into long-term capital
gains or losses. Qualification segments noted above may restrict the Fund's
ability to engage in these transactions, and these transactions may affect the
amount, timing and character of distributions to shareholders.
Investment by the International Funds in certain "passive foreign
investment companies" could subject a Fund to a U.S. federal income tax or other
charge on distributions received from or the sale of its investment in such a
company, which tax cannot be eliminated by making distributions to Fund
shareholders. However, a Fund may elect to treat a passive foreign investment
company as a "qualified electing fund," or elect the mark-to-market election
under proposed regulation 1.1291-8, which may have the effect of accelerating
the recognition of income (without the receipt of cash) and increase the amount
required to be distributed for the Fund to avoid taxation. Making either of
these elections may therefore require the Fund to liquidate other investments to
meet its distribution requirement, which may also accelerate the recognition of
gain and affect the Fund's total return.
-6-
In general, all dividends derived from ordinary income and short-term
capital gain are taxable to investors as ordinary income (subject to special
rules concerning the extent of the dividends received deduction for
corporations) and long-term capital gain distributions are taxable to investors
as long-term capital gains, whether such dividends or distributions are received
in shares or cash. Tax exempt organizations or entities will generally not be
subject to federal income tax on dividends or distributions from a Fund, except
certain organizations or entities, including private foundations, social clubs,
and others, which may be subject to tax on dividends or capital gains. Each
organization or entity should review its own circumstances and the federal tax
treatment of its income.
The dividends-received deduction for corporations will generally apply
to a Fund's dividends paid from investment income to the extent derived from
dividends received by the Fund from domestic corporations.
Certain of the Funds which invest in foreign securities may be subject
to foreign withholding taxes on income and gains derived from foreign
investments. Such taxes would reduce the yield on the Trust's investments, but,
as discussed in the Prospectus, may be taken as either a deduction or a credit
by U.S. citizens and corporations if the Fund makes the election described in
the Prospectus.
MANAGEMENT OF THE TRUST
The Trustees and officers of the Trust and their principal occupations
during the past five years are as follows:
R. Jeremy Grantham*. President-Domestic Quantitative and Trustee
of the Trust. Partner, Grantham, Mayo, Van Otterloo & Co.
Harvey R. Margolis. Trustee of the Trust. Mathematics Professor,
Boston College.
Eyk del Mol Van Otterloo*. President-International and Trustee of
the Trust. Partner, Grantham, Mayo, Van Otterloo & Co.
Jay O. Light. Trustee of the Trust. Professor of Business
Administration, Harvard University; Senior Associate Dean, Harvard
University (1988- 1992).
Richard Mayo*. President-Domestic Active of the Trust. Partner,
Grantham, Mayo, Van Otterloo & Co.
Kingsley Durant*. Vice President, Treasurer and Secretary of the
Trust. Partner, Grantham, Mayo, Van Otterloo & Co.
-7-
Susan Randall Harbert*. Secretary and Assistant Treasurer of the
Trust. Partner, Grantham, Mayo, Van Otterloo & Co.
William R. Royer, Esq.*. Clerk of the Trust. General Counsel,
Grantham, Mayo, Van Otterloo & Co. (January, 1995 - Present).
Associate, Ropes & Gray, Boston, Massachusetts (September, 1992 -
January, 1995).
*Deemed to be an "interested person" of the Trust and the Manager, as defined by
the 1940 Act.
The mailing address of each of the officers and Trustees is c/o GMO
Trust, 40 Rowes Wharf, Boston, Massachusetts 02110. The Trustees and officers of
the Trust as a group own less than 1% of any class of outstanding shares of the
Trust.
Except as stated above, the principal occupations of the officers and
Trustees for the last five years have been with the employers as shown above,
although in some cases they have held different positions with such employers.
The Manager pays the Trustees other than those who are interested
persons an annual fee of $40,000. Harvey Margolis and Jay O. Light are currently
the only Trustees who are not interested persons, and thus the only Trustees
compensated directly by the Trust. No other Trustee receives any direct
compensation from the Trust or any series thereof.
Ms. Harbert and Messrs. Grantham, Van Otterloo, Mayo and Durant, as
partners of the Manager, will benefit from the management fees paid by each Fund
of the Trust.
INVESTMENT ADVISORY AND OTHER SERVICES
Management Contracts
As disclosed in the Prospectus under the heading "Management of the
Fund," under separate Management Contracts (each a "Management Contract")
between the Trust and Grantham, Mayo, Van Otterloo & Co. (the "Manager"),
subject to such policies as the Trustees of the Trust may determine, the Manager
will furnish continuously an investment program for each Fund and will make
investment decisions on behalf of the Fund and place all orders for the purchase
and sale of portfolio securities. Subject to the control of the Trustees, the
Manager also manages, supervises and conducts the other affairs and business of
the Trust, furnishes office space and equipment, provides bookkeeping and
certain clerical services and pays all salaries, fees and expenses of officers
and Trustees of the Trust who are affiliated with the Manager. As indicated
under "Portfolio Transactions --Brokerage and Research Services," the Trust's
portfolio transactions may be placed with broker-dealers which furnish the
-8-
Manager, at no cost, certain research, statistical and quotation services of
value to the Manager in advising the Trust or its other clients.
As is disclosed in the Prospectus, the Manager's compensation will be
reduced to the extent that any Fund's annual expenses incurred in the operation
of the Fund (including the management fee but excluding Shareholder Service
Fees, brokerage commissions, hedging transaction fees, extraordinary expenses
(including taxes), securities lending fees and expenses and transfer taxes; and,
in the case of the Emerging Markets Fund, Emerging Country Debt Fund and Global
Hedged Equity Fund, excluding custodial fees) would exceed the percentage of the
Fund's average daily net assets described therein. The Manager has also
voluntarily agreed with respect to the Emerging Markets Fund that until further
notice, it will limit its management fee with respect to this Fund to 0.81%
regardless of the total operating expenses for such Fund. Because the Manager's
compensation is fixed at an annual rate equal to this expense limitation, it is
expected that the Manager will pay such expenses (with the exceptions noted) as
they arise. In addition, the Manager's compensation under the Management
Contract is subject to reduction to the extent that in any year the expenses of
the relevant Fund exceed the limits on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares of such
Fund are qualified for offer and sale. The term "expenses" is defined in the
statutes or regulations of such jurisdictions, and, generally speaking, excludes
brokerage commissions, taxes, interest and extraordinary expenses. No Fund is
currently subject to any state imposed limit on expenses.
Each Management Contract provides that the Manager shall not be subject
to any liability in connection with the performance of its services thereunder
in the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.
Each Management Contract was approved by the Trustees of the Trust
(including a majority of the Trustees who are not "interested persons" of the
Manager) and by the relevant Fund's sole shareholder in connection with the
organization of the Trust and the establishment of the Funds. Each Management
Contract will continue in effect for a period more than two years from the date
of its execution only so long as its continuance is approved at least annually
by (i) vote, cast in person at a meeting called for that purpose, of a majority
of those Trustees who are not "interested persons" of the Manager or the Trust,
and by (ii) the majority vote of either the full Board of Trustees or the vote
of a majority of the outstanding shares of the relevant Fund. Each Management
Contract automatically terminates on assignment, and is terminable on not more
than 60 days' notice by the Trust to the Manager. In addition, each Management
Contract may be terminated on not more than 60 days' written notice by the
Manager to the Trust.
In the last three fiscal years the Funds have paid the following
amounts as Management Fees to the Manager pursuant to the relevant Management
Contract:
-9-
<TABLE>
<CAPTION>
Gross Reduction Net
----- --------- ---
<S> <C> <C> <C>
CORE FUND
Year ended 2/29/96 $14,964,100 $2,052,651 $12,911,449
Year ended 2/28/95 $10,703,745 $1,492,476 $ 9,211,269
Year ended 2/28/94 $ 9,872,383 $1,323,098 $ 8,549,285
INTERNATIONAL CORE FUND
Year ended 2/29/96 $25,419,063 $4,915,283 $20,503,780
Year ended 2/28/95 $19,964,039 $3,849,845 $16,114,194
Year ended 2/28/94 $12,131,276 $2,974,235 $ 9,157,041
GROWTH ALLOCATION FUND
Year ended 2/29/96 $1,685,025 $ 241,245 $ 1,443,780
Year ended 2/28/95 $1,063,102 $ 162,479 $ 900,623
Year ended 2/28/94 $ 732,330 $ 136,305 $ 596,025
SHORT-TERM INCOME FUND
Year ended 2/29/96 $ 21,431 $ 21,431 $ 0
Year ended 2/28/95 $ 32,631 $ 24,693 $ 7,938
Year ended 2/28/94 $ 25,648 $ 25,012 $ 636
JAPAN FUND
Year ended 2/29/96 $ 647,675 $ 125,662 $ 522,013
Year ended 2/28/95 $ 3,394,922 $ 113,442 $ 3,281,480
Year ended 2/28/94 $ 2,985,621 $ 116,523 $ 2,869,098
VALUE ALLOCATION FUND
Year ended 2/29/96 $2,296,190 $ 463,260 $ 1,832,930
Year ended 2/28/95 $3,144,806 $ 612,779 $ 2,532,027
Year ended 2/28/94 $7,860,120 $ 1,319,736 $ 6,540,384
-10-
TOBACCO-FREE CORE FUND
Year ended 2/29/96 $ 284,306 $ 113,925 $ 170,381
Year ended 2/28/95 $ 260,209 $ 140,422 $ 119,787
Year ended 2/28/94 $ 285,625 $ 123,056 $ 162,569
FUNDAMENTAL VALUE FUND
Year ended 2/29/96 $1,496,155 $ 108,537 $ 1,387,618
Year ended 2/28/95 $1,297,348 $ 118,250 $ 1,179,098
Year ended 2/28/94 $ 847,075 $ 131,219 $ 715,856
CORE II SECONDARIES FUND
Year ended 2/29/96 $ 873,239 $ 226,684 $ 646,555
Year ended 2/28/95 $ 865,852 $ 187,546 $ 678,306
Year ended 2/28/94 $ 626,163 $ 154,249 $ 471,914
INTERNATIONAL SMALL COMPANIES FUND
Year ended 2/29/96 $2,467,267 $ 1,358,838 $ 1,108,429
Year ended 2/28/95 $2,184,055 $ 1,368,080 $ 815,975
Year ended 2/28/94 $ 833,440 $ 625,615 $ 207,825
U.S. SECTOR ALLOCATION FUND
Year ended 2/29/96 $1,134,431 $ 169,840 $ 964,591
Year ended 2/28/95 $ 934,108 $ 179,986 $ 754,122
Year ended 2/28/94 $ 848,089 $ 141,400 $ 706,689
INTERNATIONAL BOND FUND
Year ended 2/29/96 $ 779,352 $ 257,658 $ 521,694
Year ended 2/28/95 $ 345,558 $ 181,243 $ 164,315
Commencement of
Operations $ 23,776 $ 23,776 $ 0
(12/22/93) - 2/28/94
-11-
EMERGING MARKETS FUND
Year ended 2/29/96 $ 5,944,710 $ 90,073 $ 5,854,637
Year ended 2/28/95 $ 3,004,553 $ 0 $ 3,004,553
Commencement of
Operations $ 158,043 $ 18,574 $ 139,469
(12/8/93) - 2/28/94
EMERGING COUNTRY DEBT FUND
Year ended 2/29/96 $ 2,504,503 $ 810,112 $ 1,694,391
Commencement of
Operations $ 417,918 $ 174,820 $ 243,098
(4/19/94) - 2/28/95
GLOBAL HEDGED EQUITY FUND
Year ended 2/29/96 $ 2,071,406 $ 199,269 $ 1,872,137
Commencement of
Operations $ 324,126 $ 80,409 $ 243,717
(7/29/94) - 2/28/95
DOMESTIC BOND FUND
Year ended 2/29/96 $ 707,127 $ 158,391 $ 548,736
Commencement of
Operations $ 95,643 $ 68,732 $ 26,911
(8/18/94) - 2/28/95
CURRENCY HEDGED INTERNATIONAL BOND FUND
Year ended 2/29/96 $ 1,163,131 $ 522,806 $ 610,325
Commencement of
Operations $ 306,031 $ 173,302 $ 132,729
(9/30/94) - 2/28/95
GLOBAL BOND FUND
Commencement of
Operations $ 17,307 $ 17,307 $ 0
(12/28/95) - 2/29/96
CURRENCY HEDGED INTERNATIONAL CORE FUND
-12-
Commencement of
Operations $1, 097,558 $ 663,365 $ 464,193
(6/30/95) - 2/29/96
</TABLE>
Custodial Arrangements. Investors Bank & Trust Company ("IBT"), One
Lincoln Plaza, Boston, Massachusetts 02205, and Brown Brothers Harriman & Co.
("BBH"), 40 Water Street, Boston, Massachusetts 02109 serve as the Trust's
custodians on behalf of the Funds. As such, IBT or BBH holds in safekeeping
certificated securities and cash belonging to a Fund and, in such capacity, is
the registered owner of securities in book-entry form belonging to a Fund. Upon
instruction, IBT or BBH receives and delivers cash and securities of a Fund in
connection with Fund transactions and collects all dividends and other
distributions made with respect to Fund portfolio securities. Each of IBT and
BBH also maintains certain accounts and records of the Trust and calculates the
total net asset value, total net income and net asset value per share of each
Fund on a daily basis. The Manager has voluntarily agreed with the Trust to
reduce its management fees and to bear certain expenses with respect to each
Fund until further notice to the extent that a Fund's total annual operating
expenses (excluding Shareholder Service Fees, brokerage commissions, hedging
transaction fees, extraordinary expenses (including taxes), securities lending
fees and expenses and transfer taxes; and, in the case of the Emerging County
Debt Fund, Emerging Markets Fund and Global Hedged Equity Fund, excluding
custodial fees) would otherwise exceed the percentage of that Fund's daily net
assets specified in the Prospectus ("Schedule of Fees and Expenses"). Therefore
so long as the Manager agrees so to reduce its fee and bear certain expenses,
total annual operating expenses (subject to such exclusions) of the Fund will
not exceed this stated limitation. The Manager has also voluntarily agreed with
respect to the Emerging Markets Fund that, until further notice, it will limit
its management fee with respect to this Fund to 0.81% regardless of the total
operating expenses of the Fund. Absent such agreement by the Manager to waive
its fees, management fees for each Fund and the annual operating expenses for
each Fund would be as stated in the Prospectus.
Independent Accountants. The Trust's independent accountants are Price
Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110. Price
Waterhouse LLP conducts annual audits of the Trust's financial statements,
assists in the preparation of each Fund's federal and state income tax returns,
consults with the Trust as to matters of accounting and federal and state income
taxation and provides assistance in connection with the preparation of various
Securities and Exchange Commission filings.
PORTFOLIO TRANSACTIONS
The purchase and sale of portfolio securities for each Fund and for the
other investment advisory clients of the Manager are made by the Manager with a
view to achieving their respective investment objectives. For example, a
particular security may be bought or sold for
-13-
certain clients of the Manager even though it could have been bought or sold for
other clients at the same time. Likewise, a particular security may be bought
for one or more clients when one or more other clients are selling the security.
In some instances, therefore, one client may sell indirectly a particular
security to another client. It also happens that two or more clients may
simultaneously buy or sell the same security, in which event purchases or sales
are effected on a pro rata, rotating or other equitable basis so as to avoid any
one account's being preferred over any other account.
Transactions involving the issuance of Fund shares for securities or
assets other than cash, will be limited to a bona fide reorganization or
statutory merger and to other acquisitions of portfolio securities that meet all
of the following conditions: (a) such securities meet the investment objectives
and policies of the Fund; (b) such securities are acquired for investment and
not for resale; (c) such securities are liquid securities which are not
restricted as to transfer either by law or liquidity of market; and (d) such
securities have a value which is readily ascertainable as evidenced by a listing
on the American Stock Exchange, the New York Stock Exchange, NASDAQ or a
recognized foreign exchange.
Brokerage and Research Services. In placing orders for the portfolio
transactions of each Fund, the Manager will seek the best price and execution
available, except to the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described below. The
determination of what may constitute best price and execution by a broker-dealer
in effecting a securities transaction involves a number of considerations,
including, without limitation, the overall net economic result to the Fund
(involving price paid or received and any commissions and other costs paid), the
efficiency with which the transaction is effected, the ability to effect the
transaction at all where a large block is involved, availability of the broker
to stand ready to execute possibly difficult transactions in the future and the
financial strength and stability of the broker. Because of such factors, a
broker-dealer effecting a transaction may be paid a commission higher than that
charged by another broker-dealer. Most of the foregoing are judgmental
considerations.
Over-the-counter transactions often involve dealers acting for their
own account. It is the Manager's policy to place over-the-counter market orders
for the Domestic Funds with primary market makers unless better prices or
executions are available elsewhere.
Although the Manager does not consider the receipt of research services
as a factor in selecting brokers to effect portfolio transactions for a Fund,
the Manager will receive such services from brokers who are expected to handle a
substantial amount of the Funds' portfolio transactions. Research services may
include a wide variety of analyses, reviews and reports on such matters as
economic and political developments, industries, companies, securities and
portfolio strategy. The Manager uses such research in servicing other clients as
well as the Funds.
-14-
As permitted by Section 28(e) of the Securities Exchange Act of 1934
and subject to such policies as the Trustees of the Trust may determine, the
Manager may pay an unaffiliated broker or dealer that provides "brokerage and
research services" (as defined in the Act) to the Manager an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction.
During the three most recent fiscal years, the Trust paid, on behalf of
the Funds, the following amounts in brokerage commissions:
<TABLE>
<CAPTION>
1994 1995 1996 Total
<S> <C> <C> <C> <C>
Core Fund $1,176,157 $4,641,334 $3,353,136 $9,170,627
Growth Allocation Fund 159,018 211,476 295,985 $ 666,479
SAF Core Fund 158,642 -- -- $ 158,642
Value Allocation Fund 1,911,868 1,523,065 784,675 $4,219,608
Short-Term Income Fund -- -- -- --
International Core Fund 2,911,201 4,518,970 1,888,442 $9,318,613
Japan Fund 138,019 1,038,223 41,022 $1,217,264
Tobacco-Free Core Fund 70,113 126,491 71,940 $ 268,544
Fundamental Value Fund 508,267 444,239 270,800 $1,223,306
International Small Companies 279,639 470,900 77,221 $ 827,760
Fund
Bond Allocation Fund 34,238 29,533 -- $ 63,771
Core II Secondaries Fund 127,191 514,168 678,406 $1,319,765
U.S. Sector Allocation Fund 166,982 434,291 324,992 $ 926,265
International Bond Fund 1,340 3,251 13,750 $ 18,341
Emerging Markets Fund 423,879 2,668,508 3,199,810 $6,292,197
Emerging Country Debt Fund -- -- 31,200 $ 31,200
Global Hedged Equity Fund -- 146,893 415,040 $ 561,933
Domestic Bond Fund -- -- 62,799 $ 62,799
Currency Hedged International -- -- 1,800 $ 1,800
Bond Fund
-15-
Currency Hedged International -- -- 264,754 $ 264,754
Core Fund
Global Bond Fund -- -- 2,321 $ 2,321
Total $ 8,251,453 $16,975,056 $11,943,052 $37,169,561
</TABLE>
DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES
The Trust is organized as a Massachusetts business trust under the laws
of Massachusetts by an Agreement and Declaration of Trust ("Declaration of
Trust") dated June 24, 1985. A copy of the Declaration of Trust is on file with
the Secretary of The Commonwealth of Massachusetts. The fiscal year for each
Fund ends on February 28.
Pursuant to the Declaration of Trust, the Trustees have currently
authorized the issuance of an unlimited number of full and fractional shares of
twenty-eight series: the Core Fund; the Value Allocation Fund; the Growth
Allocation Fund; the Pelican Fund; the Short-Term Income Fund; the Core II
Secondaries Fund; the Fundamental Value Fund, the Tobacco-Free Core Fund; the
U.S. Sector Allocation Fund; the Conservative Equity Fund; the International
Core Fund; the Japan Fund; the Core Emerging Country Debt Fund; the
International Bond Fund; the Emerging Markets Fund; the Emerging Country Debt
Fund; the Domestic Bond Fund; the Currency Hedged International Bond Fund; the
Global Hedged Equity Fund; the Currency Hedged International Core Fund; the
International Small Companies Fund; the REIT Fund; the Global Bond Fund; the
Foreign Fund; GMO International Equity Allocation Fund; GMO World Equity
Allocation Fund; GMO Global Equity Allocation Fund; and GMO Global Balanced
Allocation Fund. Interests in each portfolio (Fund) are represented by shares of
the corresponding series. Each share of each series represents an equal
proportionate interest, together with each other share, in the corresponding
Fund. The shares of such series do not have any preemptive rights. Upon
liquidation of a Fund, shareholders of the corresponding series are entitled to
share pro rata in the net assets of the Fund available for distribution to
shareholders. The Declaration of Trust also permits the Trustees to charge
shareholders directly for custodial and transfer agency expenses, but there is
no present intention to make such charges.
The Declaration of Trust also permits the Trustees, without shareholder
approval, to subdivide any series of shares into various sub-series or classes
of shares with such dividend preferences and other rights as the Trustees may
designate. This power is intended to allow the Trustees to provide for an
equitable allocation of the impact of any future regulatory requirements which
might affect various classes of shareholders differently. The Trustees have
currently authorized the establishment and designation of up to six classes of
shares for each series of the Trust (except for the Pelican Fund): Class I
Shares, Class II Shares, Class III Shares, Class IV Shares, Class V Shares and
Class VI Shares.
-16-
The Trustees may also, without shareholder approval, establish one or
more additional separate portfolios for investments in the Trust or merge two or
more existing portfolios (i.e., a new fund). Shareholders' investments in such a
portfolio would be evidenced by a separate series of shares.
The Declaration of Trust provides for the perpetual existence of the
Trust. The Trust, however, may be terminated at any time by vote of at least
two-thirds of the outstanding shares of the Trust. While the Declaration of
Trust further provides that the Trustees may also terminate the Trust upon
written notice to the shareholders, the 1940 Act requires that the Trust receive
the authorization of a majority of its outstanding shares in order to change the
nature of its business so as to cease to be an investment company.
Voting Rights
As summarized in the Prospectus, shareholders are entitled to one vote
for each full share held (with fractional votes for fractional shares held) and
will vote (to the extent provided herein) in the election of Trustees and the
termination of the Trust and on other matters submitted to the vote of
shareholders. Shareholders vote by individual Fund on all matters except (i)
when required by the Investment Company Act of 1940, shares shall be voted in
the aggregate and not by individual Fund, and (ii) when the Trustees have
determined that the matter affects only the interests of one or more Funds, then
only shareholders of such affected Funds shall be entitled to vote thereon.
Shareholders of one Fund shall not be entitled to vote on matters exclusively
affecting another Fund, such matters including, without limitation, the adoption
of or change in the investment objectives, policies or restrictions of the other
Fund and the approval of the investment advisory contracts of the other Fund.
Shareholders of a particular class of shares do not have separate class voting
rights except with respect to matters that affect only that class of shares and
as otherwise required by law.
There will normally be no meetings of shareholders for the purpose of
electing Trustees except that in accordance with the 1940 Act (i) the Trust will
hold a shareholders' meeting for the election of Trustees at such time as less
than a majority of the Trustees holding office have been elected by
shareholders, and (ii) if, as a result of a vacancy in the Board of Trustees,
less than two-thirds of the Trustees holding office have been elected by the
shareholders, that vacancy may only be filled by a vote of the shareholders. In
addition, Trustees may be removed from office by a written consent signed by the
holders of two-thirds of the outstanding shares and filed with the Trust's
custodian or by a vote of the holders of two-thirds of the outstanding shares at
a meeting duly called for the purpose, which meeting shall be held upon the
written request of the holders of not less than 10% of the outstanding shares.
Upon written request by the holders of at least 1% of the outstanding shares
stating that such shareholders wish to communicate with the other shareholders
for the purpose of obtaining the signatures necessary to demand a meeting to
consider removal of a Trustee, the Trust has undertaken to provide a list of
shareholders or to disseminate appropriate materials
-17-
(at the expense of the requesting shareholders). Except as set forth above, the
Trustees shall continue to hold office and may appoint successor Trustees.
Voting rights are not cumulative.
No amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the outstanding shares of the Trust except (i)
to change the Trust's name or to cure technical problems in the Declaration of
Trust and (ii) to establish, designate or modify new and existing series or
sub-series of Trust shares or other provisions relating to Trust shares in
response to applicable laws or regulations.
Shareholder and Trustee Liability
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the 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 the Trustees. The Declaration of Trust provides for indemnification out of
all the property of the relevant Fund for all loss and expense of any
shareholder of that Fund held personally liable for the obligations of the
Trust. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is considered remote since it is limited to circumstances
in which the disclaimer is inoperative and the Fund of which he is or was a
shareholder would be unable to meet its obligations.
The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, nothing in
the Declaration of Trust protects a Trustee against any liability to which the
Trustee would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of
his office. The By-laws of the Trust provide for indemnification by the Trust of
the Trustees and the officers of the Trust except with respect to any matter as
to which any such person did not act in good faith in the reasonable belief that
his action was in or not opposed to the best interests of the Trust. Such person
may not be indemnified against any liability to the Trust or the Trust
shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Beneficial Owners of 5% or More of the Fund's Shares
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Core Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Employee Retirement Plan of 201 Fourth Street 5.31
-18-
Safeway IN Oakland, CA 94660
3M Company Building 224-5N-21 5.19
MMM Center
St. Paul, MN
NRECA Attn: Peter Morris 7.88
1800 Massachusetts Ave. NW
Washington, DC 20036
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Growth Allocation Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Aerospace Corporation Attn: Mutual Funds 11.43
Retirement Plan P.O. Box 92956
Northern Trust Co. Chicago, IL 60675
by Northern Trust Co.
as Trustee
John D. MacArthur & Attn: Lawrence L. Landry 8.73
Catherine T. MacArthur 140 South Dearborn
Foundation Suite 1100
Chicago, IL 60603
Yale University 230 Prospect Street 7.73
Attn: Theodore D. Seides
New Haven, CT 06511
Surdna Foundation Inc. Attn: Mark De Venoge 14.86
330 Madison Avenue
30th Floor
New York, NY 10017
Collins Group Trust I 840 Newport Center Dr. 13.43
Newport Beach, CA 92660
Duke University 2200 West Main St. 6.94
Long Term Endowment Suite 1000
Attn: Deborah Lane
Durham, NC 27705
</TABLE>
-19-
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Japan Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
SIMI Client #05 1001 19th Street N 16th Floor 5.75
Strategic Investment Management Attn: Mary Choksi
International Arlington, VA 22209
International Monetary Staff 700 19th St., NW 34.36
Retirement Fund Attn: Hillary Boardman
Washington, DC 20431
Case Western Reserve Univ. Treasurer's Office Rm 302 11.24
2040 Adelbert Road
Cleveland, OH 44106
Gordon Family Trust c/o Strategic Investment Management 18.87
1001 19th Street North, 16th Floor
Arlington, VA 22209-1722
Brown University Investment Office - Box C 22.78
Attn: Robert J. Koyles, Jr.
164 Angell Street
Providence, RI 02912
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Short-Term Income Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
MJH Foundation Attn: J. Michael Burris 29.35
Martha Jefferson Hospital 459 Locust Avenue
Charlottesville, VA 22902
Cormorant Fund c/o Jeremy Grantham 43.20
40 Rowes Wharf
Boston, MA 02110
-20-
Timothy Hamilton Horkings 5 Hollywood Drive 5.71
Chestnut Hill, MA 02167
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Value Allocation Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Duke University Long Term Duke Management Co. 7.95
Endowment Fund 2200 West Main Street
Suite 1000
Durham, NC 27705
International Monetary Fund 700 19th St., NW 13.58
Staff Retirement Plan Attn: Hillary Boardman
Washington, DC 20431
Leland Stanford Junior Stanford Management Company 26.42
University II 2770 Sand Hill Road
Menlo Park, CA 94025
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Fundamental Value Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Yale University 230 Prospect Street 33.14
Attn: Theodore D. Seides
New Haven, CT 06511
Berea College Box 2306 10.09
Attn: Jeff Amburgey
Berea, KY 40404
Leland Stanford Junior Stanford Management Company 33.70
University II 2770 Sand Hill Road
Menlo Park, CA 04025
-21-
Wachovia Bank Trustee P.O. Box 3099 18.13
RJR Nabisco Inc. 301 North Main Street
Defined Benefit/Master Winston-Salem, NC 27150
Trust - FVF
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Core II Secondaries Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
The Andrew W. Mellon Foundation 140 E. 62nd Street 9.26
Attn: Kenneth J. Herr, Treasurer
New York, NY 10021
Cheyne Walk Trust Pearce Investments Ltd. 7.30
Attn: Howard Reynolds
1325 Air Motive Way, Suite 262
Reno, NV 89502
John D. MacArthur & Catherine T. Attn: Lawrence L. Landry 7.88
MacArthur Foundation 140 South Dearborn
Suite 1100
Chicago, IL 60603
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 9.27
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Yale University 230 Prospect St. 8.41
Attn: Theodore D. Seides
New Haven, CT 06511
-22-
Bankers Trust Company Trustee Attn: Geoffrey Mullen 27.48
GTE Service Corp Pension 280 Park Avenue - 13 East
Trust New York, NY 10017
William & Flora Hewlett Attn: William F. Nichols 7.45
Foundation 525 Middlefield Rd #200
Menlo Park, CA 94025
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the International Small Companies Fund as of April 30,
1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Yale University 230 Prospect Street 6.89
Attn: Theodore D. Seides
New Haven, CT 06511
Bankers Trust Company Trustee Attn: Marshall Jones 6.16
GTE Service Corp Pension Trust GTE Investment Management
One Stamford Forum
Stamford, CT 06902
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Tobacco-Free Core Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Dewitt Wallace-Reader's Digest Two Park Avenue 53.73
Fund, Inc. 23rd Floor
New York, NY 10016
Lila Wallace-Reader's Digest Two Park Avenue 46.25
Fund, Inc. 23rd Floor
New York, NY 10016
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the U.S. Sector Allocation Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
-23-
<S> <C> <C>
John D. MacArthur & Catherine T. Attn: Lawrence L. Landry 43.97
MacArthur Foundation 140 South Dearborn, Suite 1100
Chicago, IL 60603
Trustees of Columbia University Columbia University 18.06
in the City of New York-Global 475 Riverside Drive, Suite 401
New York, NY 10115
Yale University 230 Prospect St. 19.43
Attn: Theodore D. Seides
New Haven, CT 06511
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 5.00
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the International Bond Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Trustees of Princeton Univ. Attn: John D. Sweeney 19.41
Int'l PO Box 35
Princeton, NY 08544
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 8.05
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Saturn & Co. A/C 4600712 P.O. Box 1537 Top 57 13.23
c/o Investors Bank & Trust Co. Boston, MA 02205
FBO The John Hancock Mutual
Life Insurance Company Pension
Plan
Bankers Trust Company Trustee Attn: Marshall Jones 17.32
GTE Service Pension Trust GTE Investment Management
One Stamford Forum
Stamford, CT 06902
Woods Hole Oceanographic Attn: Lawrence Ladd 5.02
Institute Woods Hole, MA 02543
</TABLE>
-24-
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Emerging Markets Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Trustees of Princeton Univ. Attn: John D. Sweeney 6.17
PO Box 35
Princeton, NJ 08544
Bankers Trust Company Trustee Attn: Marshall Jones 10.80
GTE Service Pension Trust GTE Investment Management
One Stamford Forum
Stamford, CT 06902
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Domestic Bond Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 22.89
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Bankers Trust Company Trustee Attn: Marshall Jones 43.15
GTE Service Pension Trust GTE Investment Management
One Stamford Forum
Stamford, CT 06902
John D. MacArthur & Attn: Lawrence L. Landry 8.99
Catherine T. MacArthur Foundation 140 S. Dearborn, Suite 1100
Chicago, IL 60603
The Edna McConnell Clark Found. Attn: Laura Kielczewski 5.74
Ass't Financial Officer
250 Park Avenue
New York, NY 10177
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Currency Hedged International Bond Fund as of April
30, 1996:
-25-
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
John D. MacArthur & Attn: Lawrence L. Landry 5.71
Catherine T. MacArthur Foundation 140 S. Dearborn, Suite 1100
Chicago, IL 60603
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 15.46
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Bankers Trust Company Trustee Attn: Marshall Jones 40.51
GTE Service Pension Trust GTE Investment Management
One Stamford Forum
Stamford, CT 06902
Park Foundation Inc. - Attn: Sharon Linderberry 7.29
Fixed Income Terrace Hill
P.O. Box 550
Ithaca, NY 14851
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Emerging Country Debt Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 6.17
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Princeton University TR Attn: John D. Sweeney 7.03
Int'l PO Box 35
Princeton, NJ 08544
Bankers Trust Company Trustee Attn: Marshall Jones 15.71
GTE Service Pension Trust GTE Investment Management
One Stamford Forum
Stamford, CT 06902
Regents of the Univ. Michigan 5032 Fleming Admin. Bldg. 6.97
Treasurer's Office Ann Arbor, MI 48109
-26-
Duke University Long Term 2200 W. Main Street 5.79
Endowment Suite 1000
Attn: Deborah Lane
Durham, NC 27705
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Global Hedged Equity Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Bankers Trust Company Trustee Attn: Marshall Jones 26.26
GTE Service Pension Trust GTE Investment Management
One Stamford Forum
Stamford, CT 06902
John D. MacArthur & Attn: Lawrence L. Landry 7.90
Catherine T. MacArthur Foundation 140 S. Dearborn, Suite 1100
Chicago, IL 60603
Partners Healthcare System Partners Healthcare System, Inc. 7.03
Pooled Investment Accounts 101 Merrimac St./4th Floor
Boston, MA 02114
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Currency Hedged International Core Fund as of April
30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 13.30
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Trustees of Columbia Univ.- Columbia University 10.07
Global 475 Riverside Drive Suite 401
New York, NY 10115
Duke Univ. Long Term 2200 West Main Street 5.34
Endowment PO Suite 1000
Attn: Deborah Lane
Durham, NC 27705
-27-
Howard Hughes Medical 4000 Jones Bridge Road 24.12
Institute Chevy Chase, MD 20815
</TABLE>
The following chart sets forth the names, addresses and percentage
ownership of those shareholders owning beneficially 5% or more of the
outstanding shares of the Global Bond Fund as of April 30, 1996:
<TABLE>
<CAPTION>
Name Address % Ownership
- ---- ------- -----------
<S> <C> <C>
Catholic Bishop of Chicago 155 East Superior Street 12.64
Attn: John F. Benware
Chicago, IL 60611
Northwestern University NA Investment Department 5.05
633 Clark Street Suite 1-209
Evanston, IL 60208
Board of Trustees of the Univ. 302 South Building 005A 7.08
of North Carolina at Chapel Hill Campus Box 1000
Endowment Fund Bonds Chapel Hill, NC 27599
The University of North Carolina 302 South Building 005A 5.63
at Chapel Hill Foundation Inc. Campus Box 1000
Bonds Chapel Hill, NC
Nazareth College of Rochester 4245 East Avenue 14.02
Fixed Income Rochester, NY 14618
Essex & Company Attn: Linda Wills, Trust Dept. 47.00
c/o First National in Palms Springs
255 South County Road
Palm Springs, FL 33480
</TABLE>
FINANCIAL STATEMENTS
The Trust's audited financial statements for the fiscal year ended
February 29, 1996 are incorporated by reference to the Trust's Annual Reports
filed with the Securities and Exchange Commission on May 7, 1996 pursuant to
Section 30(d) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder.
-28-
APPENDIX C
GMO Trust
Specimen Price-Make-Up Sheet
Following are computations of the total offering price per share for
the Core Fund, the International Core Fund, the Growth Allocation Fund, the
Short-Term Income Fund, the Japan Fund, the Value Allocation Fund, the
Tobacco-Free Core Fund, the Core II Secondaries Fund, the International Small
Companies Fund, the U.S. Sector Allocation Fund, the International Bond Fund,
the Emerging Markets Fund, the Emerging Country Debt Fund, the Global Hedged
Equity Fund, the Domestic Bond Fund, the Currency Hedged International Bond
Fund, the Fundamental Value Fund, the Currency Hedged International Core Fund,
the Global Bond Fund and the Pelican Fund based upon their respective net asset
values and shares of beneficial interest outstanding at the close of business on
February 29, 1996.
Core Fund
Net Assets at Value (Equivalent to
$19.46 per share based on
163,404,368 shares of beneficial
interest outstanding) $3,179,314,320
Offering Price ($19.46 x 100/99.83)* $19.49
- -------------
* Represents maximum offering price charged on certain cash purchases.
See "Purchase of Shares" in the Prospectus.
-29-
International Core Fund
Net Assets at Value (Equivalent to $24.62
per share based on 184,341,225 shares of
beneficial interest outstanding) $4,538,036,223
Offering Price ($24.62 x 100/99.25)* $24.81
Growth Allocation Fund
Net Assets at Value (Equivalent to $5.65
per share based on 69,297,026 shares of
beneficial interest outstanding) $391,365,913
Offering Price ($5.65 x 100/99.83)* $5.66
Short-Term Income Fund
Net Assets at Value (Equivalent to $9.77
per share based on 1,132,734 shares of
beneficial interest outstanding) $11,066,025
Offering Price $9.77
Japan Fund
Net Assets at Value (Equivalent to $8.52
per share based on 14,792,650 shares of
beneficial interest outstanding) $126,106,959
Offering Price ($8.52 x 100/99.60)* $8.55
Value Allocation Fund
Net Assets at Value (Equivalent to
$14.25 per share based on
22,292,408 shares of beneficial
interest outstanding) $317,611,849
Offering Price ($14.25 x 100/99.85)* $14.27
- ------------
* Represents maximum offering price charged on certain cash purchases.
See "Purchase of Shares" in the Prospectus.
-30-
Tobacco-Free Core Fund
Net Assets at Value (Equivalent to
$12.93 per share based on
4,444,322 shares of beneficial $57,485,015
interest outstanding)
Offering Price ($12.93 x 100/99.83)* $12.95
Core II Secondaries Fund
Net Assets at Value (Equivalent to $13.89
per share based on 16,666,567 shares
of beneficial interest outstanding) $231,533,431
Offering Price ($13.89 x 100/99.25)* $13.99
International Small Companies Fund
Net Assets at Value (Equivalent to $12.95
per share based on 16,902,821 shares of
beneficial interest outstanding) $218,963,730
Offering Price ($12.95 x 100/98.75)* $13.11
Fundamental Value Fund
Net Assets at Value (Equivalent to $15.04
per share based on 14,123,445 shares
of beneficial interest outstanding) $212,428,346
Offering Price ($15.04 x 100/99.85)* $15.06
- -------------
* Represents maximum offering price charged on certain cash purchases.
See "Purchase of Shares" in the Prospectus.
-31-
U.S. Sector Allocation Fund
Net Assets at Value (Equivalent to $13.63
per share based on 15,503,866 shares
of beneficial interest outstanding) $211,318,716
Offering Price ($13.63 x 100/99.83)* $13.65
Emerging Markets Fund
Net Assets at Value (Equivalent to $10.54
per share based on 86,054,424 shares
of beneficial interest outstanding) $907,179,520
Offering Price ($10.54 x 100/98.4)* $10.71
International Bond Fund
Net Assets at Value (Equivalent to $10.92
per share based on 17,765,600 shares) $193,920,316
Offering Price ($10.92 x 100/99.85)* $10.94
Emerging Country Debt Fund
Net Assets at Value (Equivalent to $11.76
per share based on 52,339,284 shares) $615,485,043
Offering Price ($11.76 x 100/99.50)* $11.82
Global Hedged Equity Fund
Net Assets at Value (Equivalent to $10.64
per share based on 35,975,948 shares) $382,933,756
Offering Price ($10.64 x 100/99.40)* $10.70
- -------------
* Represents maximum offering price charged on certain cash purchases.
See "Purchase of Shares" in the Prospectus.
-32-
Domestic Bond Fund
Net Assets at Value (Equivalent to $10.40
per share based on 29,888,776 shares) $310,949,345
Offering Price $10.40
Currency Hedged International Bond Fund
Net Assets at Value (Equivalent to $10.92
per share based on 21,628,308 shares) $236,161,858
Offering Price ($10.92 x 100/99.85)* $10.94
Currency Hedged International Core Fund
Net Assets at Value (Equivalent to $11.54 per share $407,226,578
based on 35,278,555 shares)
Offering Price ($11.54 x 100/99.25)* $11.63
Pelican Fund
Net Assets at Value (Equivalent to $14.52
per share based on 12,204,124 shares) $177,238,293
Offering Price $14.52
Global Bond Fund
Net Assets at Value (Equivalent to $9.89 per
share based on 3,143,053 shares) $31,072,418
Offering Price ($9.89 x 100/99.85)* $9.90
- --------------
* Represents maximum offering price charged on certain cash purchases.
See "Purchase of Shares" in the Prospectus.
-33-
GMO TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements: See "Financial Highlights" in the Prospectus and
"Financial Statements" and "Report of Independent Accountants" in the
Statement of Additional Information. The Financial Statements required
pursuant to Item 23 of Form N-1A are hereby incorporated by reference
from the Annual Reports to shareholders previously filed with the
Commission by means of EDGAR pursuant to the requirements of Section
30(d) of the 1940 Act and the rules promulgated thereunder.
(b) Exhibits
1. (a) Agreement and Declaration of Trust of the Trust1; Amendment
No. 1 to the Agreement and Declaration of Trust1; Amendment
No. 2 to the Agreement and Declaration of Trust1; Amendment
No. 3 to the Agreement and Declaration of Trust1; Amendment
No. 4 to the Agreement and Declaration of Trust1; Amendment
No. 5 to the Agreement and Declaration of Trust1; Amendment
No. 6 to the Agreement and Declaration of Trust1; Amendment
No. 7 to the Agreement and Declaration of Trust1; Amendment
No. 8 to the Agreement and Declaration of Trust1; Amendment
No. 9 to the Agreement and Declaration of Trust1; Amendment
No. 10 to the Agreement and Declaration of Trust1; Amendment
No. 11 to the Agreement and Declaration of Trust1; Amendment
No. 12 to the Agreement and Declaration of Trust; Amendment
No. 13 to the Agreement and Declaration of Trust1; Amendment
No. 14 to the Agreement and Declaration of Trust1; Amendment
No. 15 to the Agreement and Declaration of Trust1; Amendment
No. 16 to the Agreement and Declaration of Trust1; Amendment
No. 17 to the Agreement and Declaration of Trust1; Amendment
No. 18 to the Agreement and Declaration of Trust1; Amendment
No. 19 to the Agreement and Declaration of Trust1; and Form
of Amendment No. 20 to the Agreement and Declaration of
Trust1; Amendment No. 21 to the Agreement and Declaration of
Trust1; Amendment No. 22 to the Agreement and Declaration of
Trust1; Amendment No. 23 to the Agreement and Declaration of
Trust2; Amendment No. 24 to the Agreement and Declaration of
Trust2; Amendment No. 25 to the Agreement and Declaration of
Trust2;
(b) Form of Amendment No. 26 to the Agreement and Declaration of
Trust -- Exhibit 1.
-1-
2. By-laws of the Trust, as amended -- Exhibit 2.
3. None.
4. Not Applicable.
5. (a) Form of Management Contract between the Trust, on behalf of
its GMO Core Fund (formerly Domestic Equity Series), and
Grantham, Mayo, Van Otterloo & Co. ("GMO")1;
(b) Form of Management Contract between the Trust, on behalf of
its GMO Currency Hedged International Bond Fund (formerly
Domestic Equity (South Africa Free) Series), and GMO1;
(c) Form of Management Contract between the Trust, on behalf of
its GMO International Core Fund (formerly International
Series), and GMO1;
(d) Form of Management Contract between the Trust, on behalf of
its GMO Growth Allocation Fund (formerly Domestic Equity
Growth Series), and GMO1;
(e) Form of Management Contract between the Trust, on behalf of
its Pelican Fund, and GMO1;
(f) Form of Management Contract between the Trust, on behalf of
its GMO Value Allocation Fund (formerly Blue Chip Series),
and GMO1;
(g) Form of Management Contract between the Trust, on behalf of
its GMO International Small Companies Fund (formerly
International Small Capitalization Series), and GMO1;
(h) Form of Management Contract between the Trust, on behalf of
its GMO Japan Fund (formerly Japan Series), and GMO1;
(i) Form of Management Contract between the Trust, on behalf of
its GMO Short-Term Income Fund (formerly Money Market
Series), and GMO1;
(j) Form of Management Contract between the Trust, on behalf of
its GMO Core II Secondaries Fund (formerly GMO Second Tier
Fund), and GMO1;
(k) Form of Management Contract between the Trust, on behalf of
its GMO Fundamental Value Fund, and GMO1;
-2-
(l) Form of Management Contract between the Trust, on behalf of
its GMO Tobacco-Free Core Fund, and GMO1;
(m) Form of Management Contract between the Trust, on behalf of
its GMO U.S. Sector Allocation Fund, and GMO1;
(n) Management Contract between the Trust, on behalf of its GMO
Conservative Equity Fund, and GMO1;
(o) Management Contract between the Trust, on behalf of its GMO
International Bond Fund (formerly GMO World Bond Fund), and
GMO1;
(p) Management Contract between the Trust, on behalf of its GMO
Emerging Country Debt Fund (formerly GMO International SAF
Fund), and GMO1;
(q) Management Contract between the Trust, on behalf of its GMO
Emerging Markets Fund, and GMO1;
(r) Sub-Advisory Contract between GMO, on behalf of its GMO
Emerging Markets Fund, and Dancing Elephant, Ltd.1;
(s) Form of Management Contract between the Trust, on behalf of
its GMO Domestic Bond Fund (formerly GMO Domestic T & A
Fund), and GMO1;
(t) Form of Management Contract between the Trust, on behalf of
its GMO Global Hedged Equity Fund (formerly GMO Global T & A
Fund), and GMO1;
(u) Form of Management Contract between the Trust, on behalf of
its GMO Currency Hedged International Core Fund (formerly
GMO Domestic Long Bond Fund), and GMO1;
(v) Form of Management Contract between the Trust, on behalf of
its GMO Core Emerging Country Debt Fund (formerly GMO Bond
Allocation Fund), and GMO1;
(w) Form of Management Contract between the Trust, on behalf of
the GMO REIT Fund, and GMO2;
(x) Form of Management Contract between the Trust, on behalf of
the GMO Global Bond Fund, and GMO2;
-3-
(y) Form of Management Contract between the Trust, on behalf of
the GMO Foreign Fund (formerly GMO Global Core Fund), and
GMO.2
(z) Form of Management Contract between the Trust, on behalf of
the GMO International Equity Allocation Fund, and GMO.2
(aa) Form of Management Contract between the Trust, on behalf of
the GMO U.S. Equity with International Allocation Fund, and
GMO -- Exhibit 5.1.
(bb) Form of Management Contract between the Trust, on behalf of
the GMO Global Equity Allocation Fund, and GMO.2
(cc) Form of Management Contract between the Trust, on behalf of
the GMO Global Balanced Allocation Fund, and GMO.2
6. None.
7. None.
8. (a) Custodian Agreement among the Trust, on behalf of its GMO
Core Fund, GMO Currency Hedged International Bond Fund
(formerly GMO SAF Core Fund), GMO Value Allocation Fund, GMO
Growth Allocation Fund (formerly GMO Growth Fund), and GMO
Short-Term Income Fund, GMO and Investors Bank & Trust
Company ("IBT")1;
(b) Form of Letter Agreement among the Trust, on behalf of its
GMO Tobacco- Free Core Fund and GMO Fundamental Value Fund,
GMO and IBT1;
(c) Form of Letter Agreement among the Trust, on behalf of its
GMO U.S. Sector Allocation Fund, GMO and IBT1;
(d) Letter Agreement among the Trust, on behalf of its GMO
Conservative Equity Fund, GMO and IBT1;
(e) Letter Agreement among the Trust, on behalf of its GMO
International Bond Fund (formerly GMO World Bond Fund), GMO
and IBT1;
(f) Form of Letter Agreement among the Trust, on behalf of its
GMO Core II Secondaries Fund, GMO and IBT1;
(g) Form of Custodian Agreement among the Trust, on behalf of
its GMO International Core Fund and GMO Japan Fund, GMO and
Brown Brothers Harriman & Co. ("BBH")1;
-4-
(h) Form of Letter Agreement among the Trust, on behalf of its
GMO Emerging Markets Fund, GMO and BBH1;
(i) Letter Agreement among the Trust, on behalf of its GMO
Emerging Country Debt Fund, GMO and IBT1;
(j) Form of Letter Agreement among the Trust, on behalf of its
GMO Core Emerging Country Debt Fund, GMO and IBT1;
(k) Custodian Agreement among the Trust, on behalf of its
Pelican Fund, GMO and State Street Bank and Trust Company1;
(l) Form of Letter Agreement among the Trust, on behalf of its
GMO Domestic Bond Fund (formerly GMO Domestic T & A Fund),
GMO and IBT1;
(m) Form of Letter Agreement among the Trust, on behalf of its
GMO Global Hedged Equity Fund (formerly GMO Global T & A
Fund), GMO and BBH1;
(n) Form of Letter Agreement among the Trust, on behalf of its
GMO International Small Companies Fund, GMO and BBH1;
(o) Form of Letter Agreement among the Trust, on behalf of its
GMO Currency Hedged International Core Fund, GMO and IBT1;
(p) Form of Letter Agreement among the Trust, on behalf of its
GMO REIT Fund and GMO Global Bond Fund, GMO and IBT2;
(q) Form of Letter Agreement among the Trust, on behalf of its
GMO Foreign Fund (formerly GMO Global Core Fund), GMO and
BBH2;
(r) Form of Letter Agreement among the Trust, on behalf of its
GMO International Equity Allocation Fund, GMO U.S. Equity
with International Allocation Fund, GMO Global Equity
Allocation Fund, GMO Global Balanced Allocation Fund, GMO
and IBT-- Exhibit 8.
9. (a) Transfer Agency Agreement among the Trust, on behalf of its
GMO Core Fund, GMO Currency Hedged International Bond Fund
(formerly GMO SAF Core Fund), GMO Growth Allocation Fund
(formerly GMO Growth Fund), GMO Value Allocation Fund, GMO
Short-Term Income Fund, GMO International Core Fund and GMO
Japan Fund, GMO and IBT1;
-5-
(b) Form of Letter Agreement among the Trust, on behalf of its
GMO Fundamental Value Fund, and GMO Tobacco-Free Core Fund
(formerly GMO Global Bond Fund), GMO and IBT1;
(c) Form of Letter Agreement among the Trust, on behalf of its
GMO U.S. Sector Allocation Fund, GMO and IBT1;
(d) Letter Agreement among the Trust, on behalf of its GMO
Conservative Equity Fund and GMO International Bond Fund
(formerly GMO World Bond Fund), GMO and IBT1;
(e) Letter Agreement among the Trust, on behalf of its GMO
Emerging Markets Fund, GMO and IBT1;
(f) Letter Agreement among the Trust, on behalf of its GMO
Emerging Country Debt Fund, GMO and IBT1;
(g) Form of Transfer Agency Agreement among the Trust, on behalf
of its GMO Domestic Bond Fund (formerly GMO Domestic Hedged
Equity Fund), GMO Global Hedged Equity Fund, GMO and IBT1 ;
(h) Form of Transfer Agency Agreement among the Trust, on behalf
of its GMO Core II Secondaries Fund, GMO and IBT1;
(i) Form of Transfer Agency Agreement among the Trust, on behalf
of its GMO International Small Companies Fund, GMO and IBT1;
(j) Form of Transfer Agency Agreement among the Trust, on behalf
of its Pelican Fund, GMO and IBT1;
(k) Form of Transfer Agency Agreement among the Trust, on behalf
of its GMO Currency Hedged International Core Fund, GMO and
IBT1;
(l) Form of Transfer Agency Agreement among the Trust, on behalf
of its GMO Core Emerging Country Debt Fund, GMO and IBT1;
(m) Form of Transfer Agency Agreement among the Trust, on behalf
of its GMO REIT Fund, GMO Global Core Fund and GMO Global
Bond Fund, GMO and IBT2;
(n) Form of Transfer Agency Agreement among the Trust, on behalf
of its GMO Foreign Fund, GMO and IBT2;
-6-
(o) Form of Transfer Agency Agreement among the Trust, on behalf
of its GMO International Equity Allocation Fund, GMO U.S.
Equity with International Allocation Fund, GMO Global Equity
Allocation Fund, GMO Global Balanced Allocation Fund, GMO
and IBT -- Exhibit 9.1.
(p) Form of Notification of Fee Waiver and Expense Limitation by
GMO to the Trust relating to all Funds of the Trust --
Exhibit 9.2.
(q) Form of Servicing Agreement between the Trust, on behalf of
the Funds, and GMO -- Exhibit 9.3.
10. (a) Opinion and consent of Ropes & Gray with respect to the GMO
Core Fund (formerly Domestic Equity Series)1;
(b) Opinion and consent of Ropes & Gray with respect to the GMO
Currency Hedged International Bond Fund (formerly Domestic
Equity (South Africa Free) Series), and GMO International
Core Fund (formerly International Series)1;
(c) Opinion and consent of Ropes & Gray with respect to the GMO
Growth Allocation Fund (formerly Domestic Equity Growth
Series)1;
(d) Opinion and Consent of Ropes & Gray with respect to the
Pelican Fund1;
(e) Opinion and Consent of Ropes & Gray with respect to the GMO
Value Allocation Fund (formerly Blue Chip Series)1;
(f) Opinion and consent of Ropes & Gray with respect to the GMO
International Small Companies Fund (formerly International
Small Capitalization Series)1;
(g) Opinion and consent of Ropes & Gray with respect to the GMO
Conservative Equity Fund (formerly International Large
Capitalization Series)1;
(h) Opinion and Consent of Ropes & Gray with respect to the GMO
Japan Fund (formerly Japan Series)1;
(i) Opinion and Consent of Ropes & Gray with respect to the GMO
International Bond Fund (formerly U.K. Series)1;
(j) Opinion and Consent of Ropes & Gray with respect to the GMO
Short-Term Income Fund (formerly Money Market Series)1;
-7-
(k) Opinion and Consent of Ropes & Gray with respect to the GMO
Core II Secondaries Fund (formerly GMO Second Tier Fund)1;
(l) Opinion and Consent of Ropes & Gray with respect to the GMO
Fundamental Value Fund)1;
(m) Opinion and Consent of Ropes & Gray with respect to the GMO
Bond Allocation Fund (formerly GMO Global Bond Fund)1;
(n) Opinion and Consent of Ropes & Gray with respect to the GMO
Tobacco- Free Core Fund1;
(o) Opinion and Consent of Ropes & Gray with respect to the GMO
U.S. Sector Allocation Fund1;
(p) Opinion and Consent of Ropes & Gray with respect to the GMO
Emerging Markets Fund1;
(q) Opinion and Consent of Ropes & Gray with respect to the GMO
Emerging Country Debt Fund, GMO Global Hedged Equity Fund
(formerly GMO Global T & A Fund), GMO Domestic Bond Fund
(formerly GMO Domestic T & A Fund)1;
(r) Opinion and Consent of Ropes & Gray with respect to all
Funds of the Trust (except with respect to the GMO REIT
Fund, GMO Global Core Fund, GMO Global Bond Fund, GMO
International Equity Allocation Fund, GMO Traditional
International Equity Allocation Fund, GMO World Equity
Allocation Fund, GMO Traditional World Equity Allocation
Fund, GMO Global Equity Allocation Fund, GMO Traditional
Global Equity Allocation Fund, GMO Global Balanced
Allocation Fund and GMO Traditional Global Balanced
Allocation Fund)1;
(s) Opinion and Consent of Ropes & Gray with respect to the GMO
REIT Fund, GMO Foreign Fund, GMO Global Bond Fund, GMO
International Equity Allocation Fund, GMO Traditional
International Equity Allocation Fund, GMO World Equity
Allocation Fund, GMO Traditional World Equity Allocation
Fund, GMO Global Equity Allocation Fund, GMO Traditional
Global Equity Allocation Fund, GMO Global Balanced
Allocation Fund and GMO Traditional Global Balanced
Allocation Fund (to be filed with Rule 24f-2 Notice).
11. Consent of Price Waterhouse LLP -- Exhibit 11.
-8-
12. None.
13. None.
14. Prototype Retirement Plans1.
15. None.
16. Not Applicable.
17. Financial Data Schedule - Exhibit 17.
18. Rule 18f-3 Multiclass Plan - Exhibit 18.
Item 25. Persons Controlled by or Under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
The following table sets forth the number of record holders of
each class of securities of the Trust as of February 29, 1996:
(1) (2)
Number of
Title of Class Record Holders
- -------------- --------------
Shares of Beneficial Interest -
GMO Core Fund 237
Shares of Beneficial Interest -
GMO International Core Fund 556
Shares of Beneficial Interest -
GMO Currency Hedged International Bond Fund 185
Shares of Beneficial Interest -
GMO Growth Allocation Fund 127
Shares of Beneficial Interest -
Pelican Fund (as of 2/28/95) 723
Shares of Beneficial Interest -
GMO Value Allocation Fund 141
-9-
(1) (2)
Number of
Title of Class Record Holders
- -------------- --------------
Shares of Beneficial Interest -
GMO International Small Companies Fund 229
Shares of Beneficial Interest -
GMO Japan Fund 9
Shares of Beneficial Interest -
GMO Short-Term Income Fund 31
Shares of Beneficial Interest -
GMO Core II Secondaries Fund 40
Shares of Beneficial Interest -
GMO Fundamental Value Fund 13
Shares of Beneficial Interest -
GMO Tobacco-Free Core Fund 3
Shares of Beneficial Interest -
GMO U.S. Sector Allocation Fund 101
Shares of Beneficial Interest -
GMO International Bond Fund 97
Shares of Beneficial Interest -
GMO Emerging Country Debt Fund 304
Shares of Beneficial Interest -
GMO Emerging Markets Fund 327
Shares of Beneficial Interest -
GMO Domestic Bond Fund 136
Shares of Beneficial Interest -
GMO Global Hedged Equity Fund 115
Shares of Beneficial Interest -
GMO Currency Hedged International Core Fund 34
Shares of Beneficial Interest -
GMO Global Bond Fund 8
Item 27. Indemnification
-10-
See Item 27 of Pre-Effective Amendment No. 1 which is hereby
incorporated by reference.
Item 28. Business and Other Connections of Investment Adviser
See Item 28 of Pre-Effective Amendment No. 1 which is hereby
incorporated by reference.
Item 29. Principal Underwriters
Not Applicable.
Item 30. Location of Accounts and Records
See Item 30 of Pre-Effective Amendment No. 1 which is hereby
incorporated by reference.
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
(a) See Item 33 of Post-Effective Amendment No. 1 which is hereby
incorporated by reference.
(b) See Item 33 of Post-Effective Amendment No. 1 which is hereby
incorporated by reference.
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders containing the information
required by Item 5A of Form N-1A omitted from the Prospectus,
upon request and without charge.
(d) Registrant hereby undertakes that it will not offer shares of
the Asset Allocation Funds or operate the Asset Allocation Funds
in the manner described in the Prospectus unless or until
Registrant has received an Order from the Commission permitting
the Asset Allocation Funds to invest in the Trust's other
constituent Funds notwithstanding the prohibition of, inter
alia, Section 12(d)(1) and 17(a) of the Investment Company Act
of 1940, as amended.
-11-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment No. 28
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective Amendment No. 28 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts, on the 24th day of May, 1996.
GMO Trust
By: R. JEREMY GRANTHAM*
----------------------------------------
R. Jeremy Grantham
President - Domestic Quantitative;
Principal Executive Officer;
Title: Trustee
Pursuant to the Securities Act of 1933, this Post-Effective Amendment No. 28
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>
R. JEREMY GRANTHAM* President - Domestic Quantitative; Principal May 24, 1996
- -------------------
R. Jeremy Grantham Executive Officer; Trustee
KINGSLEY DURANT* Treasurer; Principal Financial and Accounting May 24, 1996
- ----------------
Kingsley Durant Officer
HARVEY R. MARGOLIS* Trustee May 24, 1996
- -------------------
Harvey R. Margolis
Trustee May 24, 1996
- -------------------
Jay O. Light
</TABLE>
* By: /S/ William R. Royer
---------------------------------------
William R. Royer
Attorney-in-Fact
-12-
-13-
POWER OF ATTORNEY
We, the undersigned officers and trustees of GMO Trust, a Massachusetts
business trust, hereby severally constitute and appoint William R. Royer our
true and lawful attorney, with full power to him to sign for us, and in our
names and in the capacities indicated below, any and all amendments to the
Registration Statement filed with the Securities and Exchange Commission for the
purpose of registering shares of beneficial interest of GMO Trust, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys on said Registration Statement.
Witness our hands and common seal on the date set forth below.
(Seal)
Signature Title Date
- --------- ----- ----
President-Domestic;
Principal Executive
/S/ R. Jeremy Grantham Officer; Trustee March 12, 1996
- --------------------------
R. Jeremy Grantham
/S/ Eyk H.A. Van Otterloo President-International March 12, 1996
- --------------------------
Eyk H.A. Van Otterloo
/S/ Harvey Margolis Trustee March 12, 1996
- --------------------------
Harvey Margolis
Treasurer; Principal
Financial and
/S/ Kingsley Durant Accounting Officer March 12, 1996
- -----------------------------
Kingsley Durant
-14-
EXHIBIT INDEX
GMO TRUST
<TABLE>
<CAPTION>
Exhibit No. Title of Exhibit Page No.
----------- ---------------- --------
<S> <C> <C>
1 Form of Amendment No. 26 to the Declaration of Trust.
2 By-laws of the Trust, as amended.
5 Form of Management Contract between the Trust, on behalf of the GMO U.S. Equity
with International Allocation Fund, and GMO.
8 Form of Letter Agreement among the Trust, on behalf of its
GMO International Equity Allocation Fund, GMO U.S. Equity
with International Allocation Fund, GMO Global Equity
Allocation Fund, GMO Global Balanced Allocation Fund, GMO
and IBT.
9.1 Form of Transfer Agency Agreement among the trust, on behalf of its GMO
International Equity Allocation Fund, GMO U.S. Equity with International
Allocation Fund, GMO Global Equity Allocation Fund, GMO Global Balanced
Allocation Fund, GMO and IBT.
9.2 Form of Notification of Fee Waiver and Expense Limitation by GMO to the Trust
relating to all Funds of the Trust.
9.3 Form of Servicing Agreement between the Trust, on behalf of each class of
shares of each Fund of the Trust, and GMO.
11 Consent of Price Waterhouse LLP.
17 Financial Data Schedule.
18 Form of Rule 18f-3 Multi-Class Plan
</TABLE>
EXHIBIT 1
GMO TRUST
AMENDMENT NO. 26
TO
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being a majority of the trustees of the GMO Trust, a
Massachusetts business trust created and existing under an Agreement and
Declaration of Trust dated June 24, 1985, a copy of which is on file in the
Office of the Secretary of The Commonwealth of Massachusetts (the "Trust"),
having determined that the creation of four new Series and up to six new Classes
is desirable and appropriate, do hereby direct that this Amendment No. 26 be
filed with the Secretary of The Commonwealth of Massachusetts and do hereby
amend the Agreement and Declaration of Trust so that the first sentence of
Section 6 of Article III of the Agreement and Declaration of Trust is amended
and restated as follows:
"Without limiting the authority of the Trustees set forth in Section 5,
inter alia, to establish and designate any further Series or classes or
to modify the rights and preferences of any Series, the "GMO Core Fund"
(formerly the Domestic Equity Series), the "GMO Currency Hedged
International Bond Fund" (formerly the Domestic Equity (South Africa
Free) Series and the GMO SAF Core Fund), the "GMO Growth Fund"
(formerly the GMO Growth Allocation Fund, Domestic Equity Growth Series
and the GMO Growth Fund), the "GMO International Core Fund" (formerly
the International Series), the "GMO Core II Secondaries Fund" (formerly
the GMO Second Tier Fund), the "Pelican Fund," the "GMO Value Fund"
(formerly the GMO Value Allocation Fund, Blue Chip Series and the U.K.
Investors' Diversified Equity Series), the "GMO International Small
Companies Fund" (formerly the International Small Capitalization Series
and the GMO International Second Tier Fund), the "GMO Conservative
Equity Fund" (formerly the International Large Capitalization Series
and the GMO International First Tier Fund), the "GMO Japan Fund"
(formerly the Japan Series), the "GMO International Bond Fund"
(formerly the U.K. Series, the GMO U.K. Fund, the GMO Global Bond Fund
and the GMO World Bond Fund), the "GMO Short-Term Income Fund"
(formerly the Money Market Series), the "GMO Tobacco-Free Core Fund,"
the "GMO Core Emerging Country Debt Fund" (formerly the GMO Bond
Allocation Fund and the GMO Global Bond Fund), the "GMO Fundamental
Value Fund," the "GMO
U.S. Sector Fund" (formerly the GMO U.S. Sector Allocation Fund), the
"GMO Emerging Markets Fund", the "GMO Emerging Country Debt Fund"
(formerly the GMO International SAF Fund and the GMO Emerging Markets
Debt Fund), the "GMO Domestic Bond Fund" (formerly the GMO Domestic
Hedged Equity Fund and the GMO Domestic T&A Fund), the "GMO Currency
Hedged International Core Fund" (formerly the GMO Domestic Long Bond
Fund, GMO International Hedged Equity Fund and the GMO International
T&A Fund), the "GMO Global Hedged Equity Fund" (formerly the GMO Global
T&A Fund), the "GMO REIT Fund", the "GMO Foreign Fund" (formerly the
GMO Global Core Fund), the "GMO Global Bond Fund", the "GMO
International Equity Allocation Fund," the "GMO Global Equity
Allocation Fund", the "GMO Global Balanced Allocation Fund", and the
"GMO U.S. Equity With International Allocation Fund" shall be, and are
hereby, established and designated. In addition, with respect to each
such Series, the Class I Shares, Class II Shares, Class III Shares,
Class IV Shares, Class V Shares and Class VI Shares, which each such
Series may issue from time to time, shall be, and are hereby,
established and designated, which classes shall have such attributes as
shall be determined from time to time by the Board of Trustees pursuant
to Rule 18f-3 under the Investment Company Act of 1940, as amended.
The foregoing amendment shall become effective as of the time it is
filed with the Secretary of State of The Commonwealth of Massachusetts
IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and
for our successors and assigns this ____ day of May, 1996.
---------------------------------
R. J. Grantham
---------------------------------
Eyk Van Otterloo
---------------------------------
Harvey Margolis
-2-
EXHIBIT 2
AMENDED AND RESTATED BY-LAWS
OF
GMO TRUST
ARTICLE 1
Agreement and Declaration
of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of GMO Trust (the "Trust"), the Massachusetts business
trust established by the Declaration of Trust.
1.2 Principal Office of the Trust. The principal office of the Trust shall be
located in Boston, Massachusetts.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may be held without call
or notice at such places and at such times as the Trustees may from time to time
determine, provided that notice of the first regular meeting following any such
determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held, at any time
and at any place designated in the call of the meeting, when called by the
Chairman of the Board, if any, the President-Domestic or the Treasurer or by two
or more Trustees, sufficient notice thereof being given to each Trustee by the
Clerk or an Assistant Clerk or by the officer or the Trustees calling the
meeting.
2.3 Notice. It shall be sufficient notice to a Trustee of a special meeting to
send notice by mail at least forty-eight hours or by telegram at least
twenty-four hours before the meeting addressed to the Trustee at his usual or
last known business or residence address or to give notice to him in person or
by telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement
the lack of notice to him. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of the Trustees then in
office shall constitute a quorum. Any meeting may be adjourned from time to time
by a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further notice.
2.5 Action by Vote. When a quorum is present at any meeting, a majority of
Trustees present may take any action, except when a larger vote is expressly
required by law, by the Declaration of Trust or by these By-Laws.
2.6 Action by Writing. Except as required by law, any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting if a majority of the Trustees (or such larger proportion thereof as
shall be required by any express provision of the Declaration of Trust or these
By-Laws) consent to the action in writing and such written consents are filed
with the records of the meetings of Trustees. Such consent shall be treated for
all purposes as a vote taken at a meeting of Trustees.
2.7 Presence through Communications Equipment. Except as required by law, the
Trustees may participate in a meeting of Trustees by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust shall be a
President-Domestic, a President-International, a Treasurer, a Clerk, and such
other officers, if any, as the Trustees from time to time may in their
discretion elect. The Trust may also have such agents as the Trustees from time
to time may in their discretion appoint. If a Chairman of the Board is elected,
he shall be a Trustee and may but need not be a Shareholder; and any other
officer may be but none need be a Trustee or Shareholder. Any two or more
offices may be held by the same person.
3.2 Election and Tenure. The President-Domestic, the President-International,
the Treasurer, the Clerk and such other officers as the Trustees may in their
discretion from time to time elect shall each be elected by the Trustees to
serve until his successor is elected or qualified, or until he sooner dies,
resigns, is removed or becomes disqualified. Each officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.
-2-
3.3 Powers. Subject to the other provisions of these By-Laws, in addition to the
duties and powers set forth herein and in the Declaration of Trust and in
addition to such duties and powers as may be determined by the Trustees, the
President-Domestic shall have such duties and powers with respect to the GMO
Core Fund, the GMO Growth Fund, the GMO Value Fund, the GMO Core II Secondaries
Fund, the GMO Fundamental Value Fund, the GMO Tobacco-Free Core Fund, the
Pelican Fund, the GMO Short-Term Income Fund, the GMO U.S. Sector Fund, the GMO
Conservative Equity Fund, the GMO REIT Fund and the GMO Domestic Bond Fund of
the Trust as are commonly incident to the President of a Massachusetts business
corporation as if the GMO Core Fund, the GMO Growth Fund, the GMO Value Fund,
the GMO Core II Secondaries Fund, the GMO Fundamental Value Fund, the GMO
Tobacco-Free Core Fund, the Pelican Fund, the GMO Short-Term Income Fund, the
GMO U.S. Sector Fund, the GMO Conservative Equity Fund, the GMO REIT Fund and
the GMO Domestic Bond Fund were each organized as a separate Massachusetts
business corporation; the President-International shall have such duties and
powers with respect to the GMO International Core Fund, the GMO International
Small Companies Fund, the GMO International Bond Fund, the GMO Currency Hedged
International Bond Fund, the GMO Global Bond Fund, the GMO Japan Fund, the GMO
Emerging Markets Fund, the GMO Currency Hedged International Core Fund, the GMO
Foreign Fund, the GMO Emerging Country Debt Fund, the GMO Core Emerging Country
Debt Fund, the GMO Global Hedged Equity Fund, the GMO International Equity
Allocation Fund, the GMO Traditional International Equity Fund, the GMO U.S.
Equity With International Allocation Fund, the GMO Traditional U.S. Equity With
International Allocation Fund, the GMO Global Equity Allocation Fund, the GMO
Traditional Global Equity Allocation Fund, the GMO Global Balanced Allocation
Fund and the GMO Traditional Global Balanced Allocation Fund as are commonly
incident to the president of a Massachusetts business corporation as if the GMO
International Core Fund, the GMO International Small Companies Fund, the GMO
International Bond Fund, the GMO Currency Hedged International Bond Fund, the
GMO Global Bond Fund, the GMO Japan Fund, the GMO Emerging Markets Fund, the GMO
Currency Hedged International Core Fund, the GMO Foreign Fund, the GMO Emerging
Country Debt Fund, the GMO Core Emerging Country Debt Fund, the GMO Global
Hedged Equity Fund, the GMO International Equity Allocation Fund, the GMO
Traditional International Equity Fund, the GMO U.S. Equity With International
Allocation Fund, the GMO Traditional U.S. Equity With International Allocation
Fund, the GMO Global Equity Allocation Fund, the GMO Traditional Global Equity
Allocation Fund, the GMO Global Balanced Allocation Fund and the GMO Traditional
Global Balanced Allocation Fund were each organized as a separate Massachusetts
business corporation; and each other officer shall have such duties and powers
as are commonly incident to the office occupied by him or her as if the Trust
were organized as a Massachusetts business corporation. Notwithstanding any
powers granted to the President- International, to the extent required in the
particular circumstances, the President-Domestic shall have such powers with
respect to the Trust as a whole as are commonly incident to the president of a
Massachusetts business corporation as if the Trust were organized as a
Massachusetts business corporation.
3.4 Presidents and Vice Presidents. The President-Domestic and the President-
International shall each have the duties and powers specified in these By-Laws
and shall have such other duties and powers as may be determined by the
Trustees.
-3-
Any Vice Presidents shall have such duties and powers as shall be designated
from time to time by the Trustees.
3.5 Chief Executive Officer. The Chief Executive Officer of the Trust shall be
the Chairman of the Board, if any, the President-Domestic or such other officer
as is designated by the Trustees and shall, subject to the control of the
Trustees, have general charge and supervision of the business of the Trust and,
unless there is a Chairman of the Board, or except as the Trustees (or the
Chairman of the Board if the Trustees do not act) shall otherwise determine,
preside at all meetings of the stockholders and of the Trustees. If no such
designation is made, the President-Domestic shall be the Chief Executive
Officer.
3.6 Chairman of the Board. If a Chairman of the Board of Trustees is elected, he
shall have the duties and powers specified in these By-Laws and shall have such
other duties and powers as may be determined by the Trustees. The Chairman of
the Board shall, unless the Trustees (or the Chairman of the Board if the
Trustees do not act) shall otherwise determine, preside at all meetings of the
stockholders and of the Trustees.
3.7 Treasurer. The Treasurer shall be the chief financial and accounting officer
of the Trust, and shall, subject to the provisions of the Declaration of Trust
and to any arrangement made by the Trustees with a custodian, investment adviser
or manager or transfer, shareholder servicing or similar agent, be in charge of
the valuable papers, books of account and accounting records of the Trust, and
shall have such other duties and powers as may be designated from time to time
by the Trustees or by the Chief Executive Officer.
3.8 Clerk. The Clerk shall record all proceedings of the Shareholders and the
Trustees in books to be kept therefor, which books or a copy thereof shall be
kept at the principal office of the Trust. In the absence of the Clerk from any
meeting of the Shareholders or Trustees, an assistant Clerk, or if there be none
or if he is absent, a temporary clerk chosen at such meeting shall record the
proceedings thereof in the aforesaid books.
3.9 Resignations and Removals. Any officer may resign at any time by written
instrument signed by him and delivered to the President-Domestic or the Clerk or
to a meeting of the Trustees. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. The Trustees may remove any
officer with or without cause. Except to the extent expressly provided in a
written agreement with the Trust, no officer resigning and no officer removed
shall have any right to any compensation for any period following his
resignation or removal, or any right to damages on account of such removal.
-4-
ARTICLE 4
Indemnification
4.1 Trustees, Officers, etc. The Trust shall indemnify each of its Trustees and
officers (including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust has any interest
as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceedings, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of any alleged act or
omission as a Trustee or officer or by reason of his being or having been such a
Trustee or officer, except with respect to any matter as to which such Covered
Person shall have been finally adjudicated in any such action, suit or other
proceeding not to have acted in good faith in the reasonable belief that such
Covered Person's action was in the best interest of the Trust and except that no
Covered Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person, may be paid from
time to time by the Trust in advance of the final disposition of any such
action, suit or proceeding on the condition that the amounts so paid shall be
repaid to the Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article.
4.2 Compromise Payment. As to any matter disposed of by a compromise payment by
any such Covered Person referred to in Section 4.1 above, pursuant to a consent
decree or otherwise, no such indemnification either for said payment or for any
other expenses shall be provided unless such compromise shall be approved as in
the best interests of the Trust, after notice that it involved such
indemnification, (a) by a disinterested majority of the Trustees then in office;
or (b) by a majority of the disinterested Trustees then in office; or (c) by any
disinterested person or persons to whom the question may be referred by the
Trustees, provided that in the case of approval pursuant to clause (b) or (c)
there has been obtained an opinion in writing of independent legal counsel to
the effect that such Covered Person appears to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the Trust
and that such indemnification would not protect such person against any
liability to the Trust or its Shareholders to which such person would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of office; or (d) by
vote of Shareholders holding a majority of the Shares entitled to vote thereon,
exclusive of any
-5-
Shares beneficially owned by any interested Covered Person. Approval by the
Trustees pursuant to clause (a) or (b) or by any disinterested person or persons
pursuant to clause (c) of this Section shall not prevent the recovery from any
Covered Person of any amount paid to such Covered Person in accordance with any
of such clauses as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its Shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
4.3 Indemnification Not Exclusive. The right of indemnification hereby provided
shall not be exclusive of or affect any other rights to which any such Covered
Person may be entitled. As used in this Article 4, the term "Covered Person"
shall include such person's heirs, executors and administrators; an "interested
Covered Person" is one against whom the action, suit or other proceeding in
question or another action, suit or other proceeding on the same or similar
grounds is then or has been pending; and a "disinterested Trustee" or
"disinterested person" is a Trustee or a person against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending. Nothing contained in
this Article shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees and officers, and other persons may be entitled
by contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person.
ARTICLE 5
5.1 General. The Trustees and officers shall render reports at the time and in
the manner required by the Declaration of Trust or any applicable law. Officers
shall render such additional reports as they may deem desirable or as may from
time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 General. Except as from time to time otherwise provided by the Trustees, the
initial fiscal year of the Trust shall end on such date as is determined in
advance or in arrears.
ARTICLE 7
Seal
7.1 General. The seal of the Trust shall consist of a flat-faced die with the
word "Massachusetts", together with the name of the Trust and the year of its
organization cut or
-6-
engraved thereon, but, unless otherwise required by the Trustees, the seal shall
not be necessary to be placed on, and its absence shall not impair the validity
of, any document, instrument or other paper executed and delivered by or on
behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all checks, notes, drafts
and other obligations and all registration statements and amendments thereto and
all applications and amendments thereto to the Securities and Exchange
Commission shall be signed by the Chairman, if any, the President-Domestic, the
President-International, any Vice President or the Treasurer or any of such
other officers or agents as shall be designated for that purpose by a vote of
the Trustees.
ARTICLE 9
Provisions Relating to the
Conduct of the Trust's Business
9.1 Certain Definitions. When used herein the following words shall have the
following meanings: "Distributor" shall mean any one or more partnerships,
corporations, firms or associations which have distributor's or principal
underwriter's contracts in effect with the Trust providing that redeemable
shares of any class or series issued by the Trust shall be offered and sold by
such Distributor. "Adviser" shall mean any partnership, corporation, firm or
association which may at the time have an advisory or management contract with
the Trust.
9.2 Limitation on Dealings with Officers or Trustees. The Trust will not lend
any of its assets to the Distributor or Adviser or to any officer or director of
the Distributor or Adviser or any officer or Trustee of the Trust and shall not
permit any officer or Trustee or any officer or director of the Distributor or
Adviser, to deal for or on behalf of the Trust with himself as principal or
agent, or with any partnership, association or corporation in which he has a
financial interest; provided that the foregoing provisions shall not prevent (a)
officers and Trustees of the Trust or officers and directors of the Distributor
or Adviser from buying, holding or selling shares in the Trust or from being
partners, officers or directors of or otherwise financially interested in the
Distributor or the Adviser; (b) a purchase or sale of securities or other
property if such transaction is permitted by or is exempt or exempted from the
provisions of the Investment Company Act of 1940 and does not involve any
commission or profit to any securities dealer who is, or one or more of whose
partners, shareholders, officers or directors is, an officer or Trustee of the
Trust or an officer or director of the Distributor or Adviser; (c) employment of
legal counsel,
-7-
registrars, transfer agents, shareholder servicing agents, dividend disbursing
agents or custodians who are or any one of which has a partner, shareholder,
officer or director who is, an officer or Trustee of the Trust or an officer or
director of the Distributor or Adviser if only customary fees are charged for
services to the Trust; (d) sharing of statistical, research, legal and
management expenses and office hire and expenses with any other investment
company in which an officer or Trustee of the Trust or an officer or director of
the Distributor or Adviser is an officer or director or otherwise financially
interested.
9.3 Limitation on Dealing in Securities of the Trust by Certain Officers,
Trustees, Distributor or Adviser. Neither the Distributor nor Adviser, nor any
officer or Trustee of the Trust or officer, director or partner of the
Distributor or Adviser shall take long or short positions in securities issued
by the Trust; provided, however, that:
(a) The Distributor may purchase from the Trust and otherwise deal in
shares issued by the Trust pursuant to the terms of its contract with the Trust;
(b) Any officer or Trustee of the Trust or officer or director or
partner of the Distributor or Adviser or any trustee or fiduciary for the
benefit of any of them may at any time, or from time to time, purchase from the
Trust or from the Distributor shares issued by the Trust at the price available
to the public or to such officer, Trustee, director, partner or fiduciary, no
such purchase to be in contravention of any applicable state or federal
requirement; and
(c) The Distributor or the Adviser may at any time, or from time to
time, purchase for investment shares issued by the Trust.
9.4 Securities and Cash of the Trust to be Held by Custodian Subject to Certain
Terms and Conditions.
(a) All securities and cash owned by the Trust shall, as hereinafter
provided, be held by or deposited with one or more banks or trust companies
having (according to its last published report) not less than $2,000,000
aggregate capital, surplus and undivided profits (any such bank or trust company
being hereby designated as "Custodian"), provided such a Custodian can be found
ready and willing to act. The Trust may, or may permit any Custodian to, deposit
all or any part of the securities owned by any class or series of shares of the
Trust in a system for the central handling of securities established by a
national securities exchange or national securities association registered with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, or such other person as may be permitted by said Commission, including,
without limitation, a clearing agency registered under Section 17A of said
Securities Exchange Act of 1934, pursuant to which system all securities of any
particular class or series of any issue deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry, without
physical delivery of such securities.
-8-
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with respect to
the cash and securities of the Trust held by such Custodian. Said contract and
all amendments thereto shall be approved by the Trustees.
(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by any class
or series of shares of the Trust and in the possession of the resigning or
disqualified Custodian be delivered directly to the successor Custodian; and
(iii) in the event that no successor Custodian can be found,
submit to the shareholders, before permitting delivery of the cash and
securities owned by any class or series of shares of the Trust and in the
possession of the resigning or disqualified Custodian otherwise than to a
successor Custodian, the question whether that class or series shall be
liquidated or shall function without a Custodian.
9.5 Determination of Net Asset Value. The Trustees or any officer or officers or
agent or agents of the Trust designated from time to time for this purpose by
the Trustees shall determine at least once daily the net income and the value of
all the assets attributable to any class or series of shares of the Trust on
each day upon which the New York Stock Exchange is open for unrestricted trading
or at such other times as the Trustees shall, consistent with the 1940 Act and
the rules of the Commission, designate. In determining asset values, all
securities for which representative market quotations are readily available
shall be valued at market value and other securities and assets shall be valued
at fair value, all as determined in good faith by the Trustees or an officer or
officers or agent or agents, as aforesaid, in accordance with accounting
principles generally accepted at the time. Notwithstanding the foregoing, the
assets belonging to any class or series of shares of the Trust may, if so
authorized by the Trustees, be valued in accordance with the amortized cost
method, subject to the power of the Trustees to alter the method for determining
asset values. The value of such assets so determined, less total liabilities
belonging to that class or series of shares (exclusive of capital stock and
surplus) shall be the net asset value until a new asset value is determined by
the Trustees or such officers or agents. In determining the net asset value the
Trustees or such officers or agents may include in liabilities such reserves for
taxes, estimated accrued expenses and contingencies in accordance with
accounting principles generally accepted at the time as the Trustees or such
officers or agents may in their best judgment deem fair and reasonable under the
circumstances. The manner of determining net asset value may from time to time
be altered as necessary or desirable in the judgment of the Trustees to conform
it to any other method prescribed or
-9-
permitted by applicable law or regulation. Determinations of net asset value
made by the Trustees or such officers or agents in good faith shall be binding
on all parties concerned. The foregoing sentence shall not be construed to
protect any Trustee, officer or agent of the Trust against any liability to the
Trust or its security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
ARTICLE 10
Amendment to the By-Laws
10.1 General. These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the Trustees.
ARTICLE 11
Meetings of Shareholders
11.1 Presence through Communications Equipment. Except as required by law, the
Shareholders of the Trust may participate in a meeting of Shareholders by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person at a
meeting. Participation by such means shall be pursuant to reasonable procedures
approved by the officers of the Trust in connection with such meeting.
-10-
EXHIBIT 5
MANAGEMENT CONTRACT
Management Contract executed as of May __, 1996 between GMO TRUST, a
Massachusetts business trust (the "Trust") on behalf of its GMO U.S. Equity with
International Allocation Fund (the "Fund"), and GRANTHAM, MAYO, VAN OTTERLOO &
CO., a Massachusetts general partnership (the "Manager").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.
(a) Subject always to the control of the Trustees of the Trust and to
such policies as the Trustees may determine, the Manager will, at its expense,
(i) furnish continuously an asset allocation program for the Fund and will make
investment decisions on behalf of the Fund and place all orders for the purchase
and sale of its portfolio securities and (ii) furnish office space and
equipment, provide bookkeeping and clerical services (excluding determination of
net asset value, shareholder accounting services and the fund accounting
services for the Fund being supplied by Investors Bank & Trust Company) and pay
all salaries, fees and expenses of officers and Trustees of the Trust who are
affiliated with the Manager. In the performance of its duties, the Manager will
comply with the provisions of the Agreement and Declaration of Trust and By-laws
of the Trust and the Fund's stated investment objective, policies and
restrictions.
(b) In placing orders for the portfolio transactions of the Fund, the
Manager will seek the best price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Manager shall
consider all factors it deems relevant, including, without limitation, the
overall net economic result to the Fund (involving price paid or received and
any commissions and other costs paid), the efficiency with which the transaction
is effected, the ability to effect the transaction at all where a large block is
involved, availability of the broker to stand ready to execute possibly
difficult transactions in the future and financial strength and stability of the
broker. Subject to such policies as the Trustees may determine, the Manager
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its having caused a
Fund to pay a broker or dealer that provides brokerage and research services to
the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms of either that
particular transaction or the Manager's overall responsibilities with respect to
the Trust and to other clients of the Manager as to which the Manager exercises
investment discretion.
(c) The Manager shall not be obligated under this agreement to pay any
expenses of or for the Trust or of or for the Fund not expressly assumed by the
Manager pursuant to this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Manager, and in any person
controlled by or under common control with the Manager, and that the Manager and
any person controlled by or under common control with the Manager may have an
interest in the Trust. It is also understood that the Manager and persons
controlled by or under common control with the Manager have and may have
advisory, management service, distribution or other contracts with other
organizations and persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Fund will pay no direct fee to the Manager as compensation for the
Manager's allocation services rendered hereunder. Since the Manager intends to
invest most or all of the Fund's assets in other Funds of GMO Trust, the Manager
will be indirectly compensated for its services rendered hereunder pursuant to
the terms of other Management Contracts between the Trust, on behalf of such
other Funds of GMO Trust, and the Manager.
In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Trust
are qualified for offer and sale, the compensation due the Manager for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be effective with respect to the Fund, subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's
expenses to the extent required by such expense limitation.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment is
-2-
approved at a meeting by the affirmative vote of a majority of the outstanding
shares of the Fund, and by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Trustees of the Trust
who are not interested persons of the Trust or of the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4)
until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by not
more than sixty days' written notice delivered or mailed by registered mail,
postage prepaid, to the other party, or
(b) If (i) the Trustees of the Trust or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Fund, and (ii) a
majority of the Trustees of the Trust who are not interested persons of the
Trust or of the Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval, do not specifically approve at least
annually the continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the second anniversary of
its execution, or upon the expiration of one year from the effective date of the
last such continuance, whichever is later; provided, however, that if the
continuance of this Contract is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such continuance of this
Contract as provided herein, the Manager may continue to serve hereunder in a
manner consistent with the Investment Company Act of 1940 and the rules and
regulations thereunder.
Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 shall be
without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.
-3-
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the rules and
regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; and the phrase
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940 and the rules and regulations
thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.
8. INITIALS "GMO".
The Manager owns the initials "GMO" which may be used by the Trust only
with the consent of the Manager. The Manager consents to the use by the Trust of
the name "GMO Trust" or any other name embodying the initials "GMO", in such
forms as the Manager shall in writing approve, but only on condition and so long
as (i) this Contract shall remain in full force and (ii) the Trust shall fully
perform, fulfill and comply with all provisions of this Contract expressed
herein to be performed, fulfilled or complied with by it. No such name shall be
used by the Trust at any time or in any place or for any purposes or under any
conditions except as in this section provided. The foregoing authorization by
the Manager to the Trust to use said initials as part of a business or name is
not exclusive of the right of the Manager itself to use, or to authorize others
to use, the same; the Trust acknowledges and agrees that as between the Manager
and the Trust, the Manager has the exclusive right so to authorize others to use
the same; the Trust acknowledges and agrees that as between the Manager and the
Trust, the Manager has the exclusive right so to use, or authorize others to
use, said initials and the Trust agrees to take such action as may reasonably be
requested by the Manager to give full effect to the provisions of this section
(including, without limitation, consenting to such use of said initials).
Without limiting the generality of the foregoing, the Trust agrees that, upon
any termination of this Contract by either party or upon the violation of any of
its provisions by the Trust, the Trust will, at the request of the Manager made
within six months after the Manager has knowledge of such termination or
violation, use its best efforts to change the name of the Trust so as to
eliminate all reference, if any, to the initials "GMO" and will not thereafter
transact any business in a name containing the initials "GMO" in any form or
combination whatsoever, or designate itself as the same entity as or successor
to an entity of such name, or otherwise use the initials "GMO" or any other
reference to the Manager. Such covenants on the part of the Trust shall be
binding upon it, its trustees, officers, stockholders, creditors and all other
persons claiming under or through it.
-4-
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the 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.
-5-
IN WITNESS WHEREOF, GMO TRUST and GRANTHAM, MAYO, VAN OTTERLOO & CO.
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
GMO TRUST
By_______________________________________
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO.
By_______________________________________
Title:
-6-
EXHIBIT 8
______________, 1996
Investors Bank & Trust Company
Financial Product Services
One Lincoln Plaza
Boston, MA 02205-1537
Re: Custodian Agreement dated August 1, 1991 by and among
GMO Trust, Grantham, Mayo, Van Otterloo & Co. and
Investors Bank & Trust Company
Ladies and Gentlemen:
GMO Trust (the "Trust") hereby notifies you that it has established
four additional series of shares, namely, the "GMO International Equity
Allocation Fund," "GMO U.S. Equity with International Allocation Fund," "GMO
Global Equity Allocation Fund" and "GMO Global Balanced Allocation Fund" (the
"New Funds"). The Trust and the Manager (as defined in the Agreement) desire
that you serve as custodian of the assets of the New Funds under the terms of
the Agreement.
If you agree to so serve as custodian for the New Funds, kindly sign
and return to the Trust the enclosed counterpart hereof, whereupon each 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.
Very truly yours,
GMO TRUST
By__________________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO.
By__________________________________
Name:
Title:
The foregoing is hereby accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By__________________________________
Name:
Title:
EXHIBIT 9.1
_______________, 1996
Investors Bank & Trust Company
Financial Product Services
One Lincoln Plaza
Boston, MA 02205-1537
Re: Transfer Agency and Service Agreement dated August 1, 1991
by and among GMO Trust, Grantham, Mayo, Van Otterloo &
Co. and Investors Bank & Trust Co. (the "Agreement")
Ladies and Gentlemen:
Pursuant to Article 17 of the Agreement, GMO Trust (the "Company")
hereby notifies you that it has established four additional series of shares,
namely, the "GMO International Equity Allocation Fund," the "GMO U.S. Equity
With International Allocation Fund," the "GMO Global Equity Allocation Fund,"
and the "GMO Global Balanced Allocation Fund" (the "New Funds") with respect to
which the Company 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 Funds, kindly
sign and return to the Company the enclosed counterpart hereof, whereupon each
of the New Funds 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.
Very truly yours,
GMO TRUST
By__________________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO.
By__________________________________
Name:
Title:
The foregoing is hereby accepted and agreed.
INVESTORS BANK & TRUST COMPANY
By__________________________________
Name:
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO.
NOTIFICATION OF FEE WAIVER AND
EXPENSE LIMITATION
NOTIFICATION made May 31, 1996 by GRANTHAM, MAYO, VAN OTTERLOO & CO., a
Massachusetts general partnership (the "Advisor"), to GMO TRUST, a Massachusetts
business trust (the "Trust").
WITNESSETH:
WHEREAS, the Advisor has organized the Trust to serve primarily as an
investment vehicle for certain large institutional accounts; and
WHEREAS, the Advisor believes it would benefit from a high sales volume
of shares of the Trust in that such a volume would maximize the Advisor's fee as
investment advisor to each series of the Trust constituting a separate
investment portfolio set forth below (each a "Fund" and, collectively, the
"Funds"); and
WHEREAS, the Advisor has agreed to furnish certain services or to bear
the costs thereof so as to enable the Funds to offer competitive returns with
respect to investments in the Funds.
NOW, THEREFORE, pursuant to Section 3 of each Management Contract (each
a "Management Contract") currently in effect between the Advisor and the Trust,
on behalf of each Fund, the Advisor hereby notifies the Trust that the Advisor
shall voluntarily, until further notice, reduce its compensation due under each
Management Contract, and, if necessary, bear the expenses of each Fund
(excluding Shareholder Service Fees, brokerage commissions, hedging transaction
fees, extraordinary expenses (including taxes), securities lending fees and
expenses and transfer taxes and, in the case of the GMO Emerging Markets Fund,
GMO Emerging Country Debt Fund and GMO Global Hedged Equity Fund, excluding
custodial fees, to the extent required to limit the expense of the relevant Fund
to the following annual rate of such Fund's average daily net asset value:
<TABLE>
<S> <C> <C> <C>
GMO Core Fund .33% GMO Japan Fund .54%
GMO Tobacco-Free Core Fund .33% GMO Emerging Markets Fund .81%
GMO Value Allocation Fund .46% GMO Global Hedged Equity Fund .50%
GMO Growth Allocation Fund .33% GMO Domestic Bond Fund .10%
GMO U.S. Sector Allocation Fund .33% GMO Short-Term Income Fund .05%
GMO Core II Secondaries Fund .33% GMO International Bond Fund .25%
GMO Fundamental Value Fund .60% GMO Currency Hedged International Bond Fund .25%
GMO Conservative Equity Fund .33% GMO Global Bond Fund .19%
GMO International Core Fund .55% GMO Emerging Country Debt Fund .35%
GMO Currency Hedged International Core Fund .54% GMO Core Emerging Country Debt Fund .30%
GMO Foreign Fund .60% GMO REIT Fund 1.25%
GMO International Small Companies Fund .60% Pelican Fund .95%
</TABLE>
The Advisor hereby further notifies the Trust that the Advisor shall
voluntarily, until further notice, reduce its compensation under the Management
Contract relating to the GMO Emerging Markets Fund to an annual rate of .81% of
that Fund's average daily net asset value, regardless of the level of the Fund's
other expenses.
Please be advised that all previous notifications by the Advisor with
respect to expense limitations regarding any of the Funds shall hereafter be
null and void and of no further force and effect.
IN WITNESS WHEREOF, the Advisor has executed this Notification of
Expense Limitation on the day and year first above written.
GRANTHAM, MAYO, VAN OTTERLOO & CO.
By:
---------------------------------
Title: Partner
The foregoing is hereby accepted:
GMO TRUST
on behalf of each
Fund named above
By:
--------------------------------------
Title: President-Quantitative
EXHIBIT 9.3
SERVICING AGREEMENT
Servicing Agreement executed as of May ___, 1996 between GMO TRUST, a
Massachusetts business trust (the "Trust") on behalf of each of its Class I,
Class II, Class III, Class IV, Class V and Class VI (each a "Class" and
collectively the "Classes") Shares (the "Shares") of each Fund listed on Exhibit
I hereto, (collectively, the "Funds"), and GRANTHAM, MAYO, VAN OTTERLOO & CO., a
Massachusetts general partnership (the "Shareholder Servicer").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SERVICING AGENT TO THE TRUST.
(a) The Shareholder Servicer will, at its expense, provide direct
client service, maintenance and reporting to shareholders of each Class of
Shares of each Fund set forth on Exhibit 1 hereto, such services and reporting
to include, without limitation, professional and informative reporting, client
account information, personal and electronic access to Fund information, access
to analysis and explanations of Fund reports, and assistance in the correction
and maintenance of client-related information.
(b) The Shareholder Servicer shall not be obligated under this
agreement to pay any expenses of or for the Trust or of or for the Fund not
expressly assumed by the Shareholder Servicer pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Shareholder Servicer, and in any
person controlled by or under common control with the Shareholder Servicer, and
that the Shareholder Servicer and any person controlled by or under common
control with the Shareholder Servicer may have an interest in the Trust. It is
also understood that the Shareholder Servicer and persons controlled by or under
common control with the Shareholder Servicer may have advisory, servicing,
distribution or other contracts with other organizations and persons, and may
have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE SERVICING AGENT.
Each Class of Shares of each Fund will pay to the Shareholder Servicer
as compensation for the Shareholder Servicer's services rendered and for the
expenses borne by
the Shareholder Servicer with respect to such Class of Shares of such Fund
pursuant to Section 1, a fee, computed and accrued daily, and paid monthly or at
such other intervals as the Trustees shall determine, at the annual rate of such
Class' average daily net asset value set forth on the Fee Rate Schedule attached
as Exhibit II hereto. Such fee shall be payable for each month (or other
interval) within five (5) business days after the end of such month (or other
interval).
If the Servicing Agent shall serve for less than the whole of a month
(or other interval), the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; provided, however, in the event of
consolidation or merger in which the Shareholder Servicer is not the surviving
corporation or which results in the acquisition of substantially all the
Shareholder Servicer's outstanding stock by a single person or entity or by a
group of persons and/or entities acting in concert, or in the event of the sale
or transfer of substantially all the Shareholder Servicer's assets, the
Shareholder Servicer may assign any such agreement to such surviving entity,
acquiring entity, assignee or purchaser, as the case may be. This Contract shall
not be amended unless such amendment is approved by the vote, cast in person at
a meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Trust who are not interested persons of the Trust or of the
Shareholder Servicer.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4)
until terminated as follows:
(a) Either party hereto may at any time terminate this Contract (or
this Contract's application to one or more Classes or Funds) by not more than
sixty days' written notice delivered or mailed by registered mail, postage
prepaid, to the other party, or
(b) If (i) a majority of the Trustees of the Trust, and (ii) a majority
of the Trustees of the Trust who are not interested persons of the Trust or of
the Shareholder Servicer, by vote cast in person at a meeting called for the
purpose of voting on such approval, do not specifically approve at least
annually the continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the second anniversary of
its execution, or upon the expiration of one year from the effective date of the
last such continuance, whichever is later.
-2-
Termination of this Contract pursuant to this Section 5 shall be
without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the rules and
regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; and the phrase
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940 and the rules and regulations
thereunder.
7. NONLIABILITY OF SERVICING AGENT.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Shareholder Servicer, or reckless disregard of its obligations
and duties hereunder, the Shareholder Servicer shall not be subject to any
liability to the Trust, or to any shareholder of the Trust, for any act or
omission in the course of, or connected with, rendering services hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the 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.
-3-
IN WITNESS WHEREOF, GMO TRUST and GRANTHAM, MAYO, VAN OTTERLOO & CO.
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
GMO TRUST
By_______________________________________
Title:
GRANTHAM, MAYO, VAN OTTERLOO & CO.
By_______________________________________
Title:
-4-
EXHIBIT I
GMO Core Fund
GMO Tobacco-Free Core Fund
GMO Value Fund
GMO Growth Fund
GMO U.S. Sector Fund
GMO Core II Secondaries Fund
GMO Fundamental Value Fund
GMO Conservative Equity Fund
GMO REIT Fund
GMO International Core Fund
GMO Currency Hedged International Core Fund
GMO Foreign Fund
GMO International Small Companies Fund
GMO Japan Fund
GMO Emerging Markets Fund
GMO Domestic Bond Fund
GMO Global Hedged Equity 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
GMO International Equity Allocation Fund
GMO U.S. Equity With International Allocation Fund
GMO Global Equity Allocation Fund
GMO Global Balanced Allocation Fund
-5-
SERVICE FEE SCHEDULE EXHIBIT II
CLASS I SHARES
FUND SERVICE FEE
GMO Core Fund 0.28%
GMO Tobacco-Free Core Fund 0.28%
GMO Value Fund 0.28%
GMO Growth Fund 0.28%
GMO U.S. Sector Fund 0.28%
GMO Core II Secondaries Fund 0.28%
GMO Fundamental Value Fund 0.28%
GMO Conservative Equity Fund 0.28%
GMO REIT Fund 0.28%
GMO International Core Fund 0.28%
GMO Currency Hedged International Core Fund 0.28%
GMO Foreign Fund 0.28%
GMO International Small Companies Fund 0.28%
GMO Japan Fund 0.28%
GMO Emerging Markets Fund 0.28%
GMO Domestic Bond Fund 0.28%
GMO Global Hedged Equity Fund 0.28%
GMO International Bond Fund 0.28%
GMO Currency Hedged International Bond Fund 0.28%
GMO Global Fund 0.28%
GMO Emerging Country Debt Fund 0.28%
GMO Core Emerging Country Debt Fund 0.28%
GMO International Equity Allocation Fund 0.13%
GMO U.S. Equity With International Allocation Fund 0.13%
GMO Global Equity Allocation Fund 0.13%
GMO Global Balanced Allocation Fund 0.13%
-6-
SERVICE FEE SCHEDULE EXHIBIT II (CONT'D)
CLASS II SHARES
FUND SERVICE FEE
GMO Core Fund 0.22%
GMO Tobacco-Free Core Fund 0.22%
GMO Value Fund 0.22%
GMO Growth Fund 0.22%
GMO U.S. Sector Fund 0.22%
GMO Core II Secondaries Fund 0.22%
GMO Fundamental Value Fund 0.22%
GMO Conservative Equity Fund 0.22%
GMO REIT Fund 0.22%
GMO International Core Fund 0.22%
GMO Currency Hedged International Core Fund 0.22%
GMO Foreign Fund 0.22%
GMO International Small Companies Fund 0.22%
GMO Japan Fund 0.22%
GMO Emerging Markets Fund 0.22%
GMO Domestic Bond Fund 0.22%
GMO Global Hedged Equity Fund 0.22%
GMO International Bond Fund 0.22%
GMO Currency Hedged International Bond Fund 0.22%
GMO Global Fund 0.22%
GMO Emerging Country Debt Fund 0.22%
GMO Core Emerging Country Debt Fund 0.22%
GMO International Equity Allocation Fund 0.07%
GMO U.S. Equity With International Allocation Fund 0.07%
GMO Global Equity Allocation Fund 0.07%
GMO Global Balanced Allocation Fund 0.07%
-7-
SERVICE FEE SCHEDULE EXHIBIT II (CONT'D)
CLASS III SHARES
FUND SERVICE FEE
GMO Core Fund 0.15%
GMO Tobacco-Free Core Fund 0.15%
GMO Value Fund 0.15%
GMO Growth Fund 0.15%
GMO U.S. Sector Fund 0.15%
GMO Core II Secondaries Fund 0.15%
GMO Fundamental Value Fund 0.15%
GMO Conservative Equity Fund 0.15%
GMO REIT Fund 0.15%
GMO International Core Fund 0.15%
GMO Currency Hedged International Core Fund 0.15%
GMO Foreign Fund 0.15%
GMO International Small Companies Fund 0.15%
GMO Japan Fund 0.15%
GMO Emerging Markets Fund 0.15%
GMO Domestic Bond Fund 0.15%
GMO Short-Term Income Fund 0.15%
GMO Global Hedged Equity Fund 0.15%
GMO International Bond Fund 0.15%
GMO Currency Hedged International Bond Fund 0.15%
GMO Global Fund 0.15%
GMO Emerging Country Debt Fund 0.15%
GMO Core Emerging Country Debt Fund 0.15%
-8-
SERVICE FEE SCHEDULE EXHIBIT II (CONT'D)
CLASS IV SHARES
FUND SERVICE FEE
GMO Core Fund 0.12%
GMO International Core Fund 0.11%
GMO Emerging Markets Fund 0.10%
CLASS V SHARES
FUND SERVICE FEE
GMO Core Fund 0.09%
GMO International Core Fund 0.07%
GMO Emerging Markets Fund 0.05%
CLASS VI SHARES
FUND SERVICE FEE
GMO Core Fund 0.07%
GMO International Core Fund 0.04%
GMO Emerging Markets Fund 0.02%
-9-
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting parts of the Post-Effective Amendment No. 28
to the registration statement on Form N-1A (the "Registration Statement") of our
reports dated April 12, 1996, April 17, 1996 and April 23, 1996, relating to the
fiancial statements and financial highlights of each series of GMO Trust which
appear in the February 29, 1996 Annual Reports which are also incorporated by
reference into the Registration Statement. We also consent to the incorporation
by reference in the Registration Statement of our report dated April 14, 1995
relating to the February 28, 1995 financial statements and financial highlights
of the Pelican Fund which are included in the Statement of Additional
Information contained in the Post-Effective Amendment No. 24 to the Registration
Statement of GMO Trust ("PEA No. 24") which is also incorporated by reference in
this Registration Statement. We consent to the references to us in PEA No. 24
under the headings "Financial Highlights" in the Pelican Fund Prospectus and
"Experts" in the Pelican Fund Statement of Additional Information. We also
consent to the references to us in the Registration Statement under the headings
"Financial Highlights" in the Prospectus and "Independent Accountants" in the
Statement of Additional Information.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
May 22, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> Core Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 2,683,007,287
<INVESTMENTS-AT-VALUE> 3,362,042,325
<RECEIVABLES> 100,847,993
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,462,890,318
<PAYABLE-FOR-SECURITIES> 67,454,307
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 216,121,691
<TOTAL-LIABILITIES> 283,575,998
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,314,886,733
<SHARES-COMMON-STOCK> 163,404,368
<SHARES-COMMON-PRIOR> 149,509,336
<ACCUMULATED-NII-CURRENT> 9,884,952
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 180,108,269
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 674,434,366
<NET-ASSETS> 3,179,314,320
<DIVIDEND-INCOME> 71,408,642
<INTEREST-INCOME> 6,419,038
<OTHER-INCOME> 0
<EXPENSES-NET> 13,681,463
<NET-INVESTMENT-INCOME> 64,146,217
<REALIZED-GAINS-CURRENT> 403,829,023
<APPREC-INCREASE-CURRENT> 457,594,296
<NET-CHANGE-FROM-OPS> 925,569,536
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (64,258,886)
<DISTRIBUTIONS-OF-GAINS> (221,987,205)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,285,500
<NUMBER-OF-SHARES-REDEEMED> (25,442,869)
<SHARES-REINVESTED> 14,052,401
<NET-CHANGE-IN-ASSETS> 870,066,382
<ACCUMULATED-NII-PRIOR> 9,992,385
<ACCUMULATED-GAINS-PRIOR> (1,721,805)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14,964,100
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15,734,114
<AVERAGE-NET-ASSETS> 2,850,304,743
<PER-SHARE-NAV-BEGIN> 15.45
<PER-SHARE-NII> 0.41
<PER-SHARE-GAIN-APPREC> 5.49
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.89)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 19.46
<EXPENSE-RATIO> 0.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> Growth Allocation Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 336,984,327
<INVESTMENTS-AT-VALUE> 413,746,051
<RECEIVABLES> 26,718,669
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 440,464,720
<PAYABLE-FOR-SECURITIES> 27,733,123
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,365,684
<TOTAL-LIABILITIES> 49,098,807
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 290,142,619
<SHARES-COMMON-STOCK> 69,297,026
<SHARES-COMMON-PRIOR> 53,657,221
<ACCUMULATED-NII-CURRENT> 1,067,492
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 24,019,748
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 76,136,054
<NET-ASSETS> 391,365,913
<DIVIDEND-INCOME> 5,852,767
<INTEREST-INCOME> 941,958
<OTHER-INCOME> 0
<EXPENSES-NET> 1,617,624
<NET-INVESTMENT-INCOME> 5,177,101
<REALIZED-GAINS-CURRENT> 39,524,050
<APPREC-INCREASE-CURRENT> 61,683,361
<NET-CHANGE-FROM-OPS> 106,384,512
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,668,104)
<DISTRIBUTIONS-OF-GAINS> (23,225,614)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 28,535,818
<NUMBER-OF-SHARES-REDEEMED> (17,613,541)
<SHARES-REINVESTED> 4,717,528
<NET-CHANGE-IN-ASSETS> 152,359,596
<ACCUMULATED-NII-PRIOR> 558,495
<ACCUMULATED-GAINS-PRIOR> 9,725,239
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,685,025
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,858,869
<AVERAGE-NET-ASSETS> 337,004,892
<PER-SHARE-NAV-BEGIN> 4.45
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 1.54
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.42)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 5.65
<EXPENSE-RATIO> 0.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 8
<NAME> Value Allocation Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 278,983,865
<INVESTMENTS-AT-VALUE> 339,320,642
<RECEIVABLES> 3,324,944
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 342,645,586
<PAYABLE-FOR-SECURITIES> 3,858,071
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,175,666
<TOTAL-LIABILITIES> 25,033,737
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 237,295,574
<SHARES-COMMON-STOCK> 22,292,408
<SHARES-COMMON-PRIOR> 29,095,761
<ACCUMULATED-NII-CURRENT> 1,384,221
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 18,914,947
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 60,017,107
<NET-ASSETS> 317,611,849
<DIVIDEND-INCOME> 9,864,421
<INTEREST-INCOME> 869,152
<OTHER-INCOME> 0
<EXPENSES-NET> 2,000,965
<NET-INVESTMENT-INCOME> 8,732,608
<REALIZED-GAINS-CURRENT> 57,961,119
<APPREC-INCREASE-CURRENT> 33,360,660
<NET-CHANGE-FROM-OPS> 100,054,387
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (9,263,106)
<DISTRIBUTIONS-OF-GAINS> (32,854,343)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,619,182
<NUMBER-OF-SHARES-REDEEMED> (11,220,138)
<SHARES-REINVESTED> 2,797,603
<NET-CHANGE-IN-ASSETS> (33,082,612)
<ACCUMULATED-NII-PRIOR> 1,914,719
<ACCUMULATED-GAINS-PRIOR> (4,119,787)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,296,190
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,464,225
<AVERAGE-NET-ASSETS> 328,027,141
<PER-SHARE-NAV-BEGIN> 12.05
<PER-SHARE-NII> 0.39
<PER-SHARE-GAIN-APPREC> 3.71
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.90)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.25
<EXPENSE-RATIO> 0.61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> Short Term Income Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 10,996,843
<INVESTMENTS-AT-VALUE> 11,019,613
<RECEIVABLES> 73,137
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,092,750
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 26,725
<TOTAL-LIABILITIES> 26,725
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 10,991,134
<SHARES-COMMON-STOCK> 1,132,734
<SHARES-COMMON-PRIOR> 856,832
<ACCUMULATED-NII-CURRENT> 146,175
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (94,054)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 22,770
<NET-ASSETS> 11,066,025
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 577,145
<OTHER-INCOME> 0
<EXPENSES-NET> 21,067
<NET-INVESTMENT-INCOME> 556,078
<REALIZED-GAINS-CURRENT> 74,630
<APPREC-INCREASE-CURRENT> 31,945
<NET-CHANGE-FROM-OPS> 662,653
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (509,777)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,044,961
<NUMBER-OF-SHARES-REDEEMED> (2,819,011)
<SHARES-REINVESTED> 49,952
<NET-CHANGE-IN-ASSETS> 2,872,529
<ACCUMULATED-NII-PRIOR> 99,101
<ACCUMULATED-GAINS-PRIOR> (167,936)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 21,431
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 54,513
<AVERAGE-NET-ASSETS> 8,572,412
<PER-SHARE-NAV-BEGIN> 9.56
<PER-SHARE-NII> 0.57
<PER-SHARE-GAIN-APPREC> 0.20
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.56)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.77
<EXPENSE-RATIO> 0.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> International Core Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 4,181,451,437
<INVESTMENTS-AT-VALUE> 4,528,012,182
<RECEIVABLES> 126,560,571
<ASSETS-OTHER> 279,733,637
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,934,306,390
<PAYABLE-FOR-SECURITIES> 39,581,605
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 356,688,562
<TOTAL-LIABILITIES> 396,270,167
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,121,905,163
<SHARES-COMMON-STOCK> 184,341,225
<SHARES-COMMON-PRIOR> 116,104,099
<ACCUMULATED-NII-CURRENT> (5,469,509)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 94,418,541
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 327,182,028
<NET-ASSETS> 4,538,036,223
<DIVIDEND-INCOME> 74,224,279
<INTEREST-INCOME> 14,976,030
<OTHER-INCOME> 0
<EXPENSES-NET> 23,894,111
<NET-INVESTMENT-INCOME> 65,306,198
<REALIZED-GAINS-CURRENT> 109,487,879
<APPREC-INCREASE-CURRENT> 289,471,168
<NET-CHANGE-FROM-OPS> 464,265,245
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (62,905,553)
<DISTRIBUTIONS-OF-GAINS> (102,400,553)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 83,979,899
<NUMBER-OF-SHARES-REDEEMED> (21,748,238)
<SHARES-REINVESTED> 6,005,465
<NET-CHANGE-IN-ASSETS> 1,946,390,371
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 100,721,946
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 25,419,063
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 28,809,394
<AVERAGE-NET-ASSETS> 3,389,208,429
<PER-SHARE-NAV-BEGIN> 22.32
<PER-SHARE-NII> 0.36
<PER-SHARE-GAIN-APPREC> 3.09
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.15)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 24.62
<EXPENSE-RATIO> 0.71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 7
<NAME> Japan Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 132,821,526
<INVESTMENTS-AT-VALUE> 131,836,083
<RECEIVABLES> 15,085,697
<ASSETS-OTHER> 9,196,965
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 156,118,745
<PAYABLE-FOR-SECURITIES> 16,148,713
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,863,073
<TOTAL-LIABILITIES> 30,011,786
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 127,976,536
<SHARES-COMMON-STOCK> 14,792,650
<SHARES-COMMON-PRIOR> 6,591,242
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (189,728)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (127,763)
<ACCUM-APPREC-OR-DEPREC> (1,552,086)
<NET-ASSETS> 126,106,959
<DIVIDEND-INCOME> 584,529
<INTEREST-INCOME> 95,895
<OTHER-INCOME> 0
<EXPENSES-NET> 790,268
<NET-INVESTMENT-INCOME> (109,844)
<REALIZED-GAINS-CURRENT> 4,140,734
<APPREC-INCREASE-CURRENT> 1,050,216
<NET-CHANGE-FROM-OPS> 5,081,106
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (12,090,051)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,808,517
<NUMBER-OF-SHARES-REDEEMED> (2,001,579)
<SHARES-REINVESTED> 1,394,470
<NET-CHANGE-IN-ASSETS> 65,983,796
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 11,647,848
<OVERDISTRIB-NII-PRIOR> (401,346)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 647,675
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 915,930
<AVERAGE-NET-ASSETS> 86,356,630
<PER-SHARE-NAV-BEGIN> 9.12
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 0.79
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.38)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 8.52
<EXPENSE-RATIO> 0.92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 9
<NAME> Tobacco Free Core Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 50,558,803
<INVESTMENTS-AT-VALUE> 62,304,922
<RECEIVABLES> 1,051,797
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 63,356,719
<PAYABLE-FOR-SECURITIES> 2,000,846
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,870,858
<TOTAL-LIABILITIES> 5,871,704
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 41,371,537
<SHARES-COMMON-STOCK> 4,444,322
<SHARES-COMMON-PRIOR> 4,502,238
<ACCUMULATED-NII-CURRENT> 167,328
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,248,984
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 11,697,166
<NET-ASSETS> 57,485,015
<DIVIDEND-INCOME> 1,387,360
<INTEREST-INCOME> 167,012
<OTHER-INCOME> 0
<EXPENSES-NET> 272,934
<NET-INVESTMENT-INCOME> 1,281,438
<REALIZED-GAINS-CURRENT> 9,934,207
<APPREC-INCREASE-CURRENT> 7,259,517
<NET-CHANGE-FROM-OPS> 18,475,162
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,114,110)
<DISTRIBUTIONS-OF-GAINS> (6,201,500)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 781,571
<NUMBER-OF-SHARES-REDEEMED> (1,434,132)
<SHARES-REINVESTED> 594,645
<NET-CHANGE-IN-ASSETS> 9,516,284
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 515,529
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 284,306
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 386,859
<AVERAGE-NET-ASSETS> 56,861,166
<PER-SHARE-NAV-BEGIN> 10.65
<PER-SHARE-NII> 0.28
<PER-SHARE-GAIN-APPREC> 3.71
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.71)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.93
<EXPENSE-RATIO> 0.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 10
<NAME> Fundamental Value Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 181,017,167
<INVESTMENTS-AT-VALUE> 223,270,485
<RECEIVABLES> 1,293,014
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 224,563,499
<PAYABLE-FOR-SECURITIES> 143,225
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,991,928
<TOTAL-LIABILITIES> 12,135,153
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 161,524,955
<SHARES-COMMON-STOCK> 14,123,445
<SHARES-COMMON-PRIOR> 14,581,927
<ACCUMULATED-NII-CURRENT> 875,858
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 7,774,215
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 42,253,318
<NET-ASSETS> 212,428,346
<DIVIDEND-INCOME> 6,369,970
<INTEREST-INCOME> 324,869
<OTHER-INCOME> 0
<EXPENSES-NET> 1,496,155
<NET-INVESTMENT-INCOME> 5,198,684
<REALIZED-GAINS-CURRENT> 15,932,806
<APPREC-INCREASE-CURRENT> 30,653,753
<NET-CHANGE-FROM-OPS> 51,785,243
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,212,954)
<DISTRIBUTIONS-OF-GAINS> (10,547,076)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 616,745
<NUMBER-OF-SHARES-REDEEMED> (1,900,841)
<SHARES-REINVESTED> 825,614
<NET-CHANGE-IN-ASSETS> 29,557,439
<ACCUMULATED-NII-PRIOR> 890,128
<ACCUMULATED-GAINS-PRIOR> 2,388,485
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,496,155
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,604,692
<AVERAGE-NET-ASSETS> 199,487,344
<PER-SHARE-NAV-BEGIN> 12.54
<PER-SHARE-NII> 0.37
<PER-SHARE-GAIN-APPREC> 3.26
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.13)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 15.04
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 13
<NAME> International Small Companies Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 190,949,046
<INVESTMENTS-AT-VALUE> 195,554,669
<RECEIVABLES> 9,699,879
<ASSETS-OTHER> 32,341,641
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 237,596,189
<PAYABLE-FOR-SECURITIES> 17,121,507
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,510,952
<TOTAL-LIABILITIES> 18,632,459
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 210,963,609
<SHARES-COMMON-STOCK> 16,902,821
<SHARES-COMMON-PRIOR> 15,585,433
<ACCUMULATED-NII-CURRENT> 476,295
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,752,355
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,771,471
<NET-ASSETS> 218,963,730
<DIVIDEND-INCOME> 4,495,477
<INTEREST-INCOME> 628,663
<OTHER-INCOME> 0
<EXPENSES-NET> 1,499,671
<NET-INVESTMENT-INCOME> 3,624,469
<REALIZED-GAINS-CURRENT> 4,417,938
<APPREC-INCREASE-CURRENT> 13,287,476
<NET-CHANGE-FROM-OPS> 21,329,883
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,117,132)
<DISTRIBUTIONS-OF-GAINS> (2,401,896)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,283,845
<NUMBER-OF-SHARES-REDEEMED> (2,315,294)
<SHARES-REINVESTED> 348,837
<NET-CHANGE-IN-ASSETS> 32,778,530
<ACCUMULATED-NII-PRIOR> 706,457
<ACCUMULATED-GAINS-PRIOR> 981,267
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,467,267
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,858,509
<AVERAGE-NET-ASSETS> 197,381,326
<PER-SHARE-NAV-BEGIN> 11.95
<PER-SHARE-NII> 0.18
<PER-SHARE-GAIN-APPREC> 1.16
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.34)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.95
<EXPENSE-RATIO> 0.76
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 11
<NAME> Core II Secondaries Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 221,501,092
<INVESTMENTS-AT-VALUE> 241,886,269
<RECEIVABLES> 6,787,969
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 248,674,238
<PAYABLE-FOR-SECURITIES> 6,196,613
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,944,194
<TOTAL-LIABILITIES> 17,140,807
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 206,204,739
<SHARES-COMMON-STOCK> 16,666,567
<SHARES-COMMON-PRIOR> 17,325,736
<ACCUMULATED-NII-CURRENT> 686,982
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,220,996
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 20,420,714
<NET-ASSETS> 231,533,431
<DIVIDEND-INCOME> 3,243,700
<INTEREST-INCOME> 518,116
<OTHER-INCOME> 0
<EXPENSES-NET> 838,310
<NET-INVESTMENT-INCOME> 2,923,506
<REALIZED-GAINS-CURRENT> 35,136,350
<APPREC-INCREASE-CURRENT> 2,918,309
<NET-CHANGE-FROM-OPS> 40,978,165
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,725,107)
<DISTRIBUTIONS-OF-GAINS> (38,332,108)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,303,210
<NUMBER-OF-SHARES-REDEEMED> (8,644,888)
<SHARES-REINVESTED> 2,682,509
<NET-CHANGE-IN-ASSETS> (4,247,216)
<ACCUMULATED-NII-PRIOR> 707,076
<ACCUMULATED-GAINS-PRIOR> 7,270,940
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 873,239
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,064,994
<AVERAGE-NET-ASSETS> 174,647,869
<PER-SHARE-NAV-BEGIN> 13.61
<PER-SHARE-NII> 0.23
<PER-SHARE-GAIN-APPREC> 3.20
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (3.15)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.89
<EXPENSE-RATIO> 0.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 14
<NAME> U.S. Sector Allocation Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 192,676,752
<INVESTMENTS-AT-VALUE> 229,763,018
<RECEIVABLES> 3,901,002
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 233,664,020
<PAYABLE-FOR-SECURITIES> 6,529,338
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15,815,966
<TOTAL-LIABILITIES> 22,345,304
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 141,122,078
<SHARES-COMMON-STOCK> 15,503,866
<SHARES-COMMON-PRIOR> 18,734,305
<ACCUMULATED-NII-CURRENT> 774,923
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 32,641,217
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 36,780,498
<NET-ASSETS> 211,318,716
<DIVIDEND-INCOME> 5,849,216
<INTEREST-INCOME> 514,453
<OTHER-INCOME> 0
<EXPENSES-NET> 1,111,279
<NET-INVESTMENT-INCOME> 5,252,390
<REALIZED-GAINS-CURRENT> 52,195,479
<APPREC-INCREASE-CURRENT> 18,654,244
<NET-CHANGE-FROM-OPS> 76,102,113
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,069,167)
<DISTRIBUTIONS-OF-GAINS> (19,784,233)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,735,802
<NUMBER-OF-SHARES-REDEEMED> (5,734,152)
<SHARES-REINVESTED> 767,911
<NET-CHANGE-IN-ASSETS> 4,027,618
<ACCUMULATED-NII-PRIOR> 918,110
<ACCUMULATED-GAINS-PRIOR> (96,031)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,134,431
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,281,119
<AVERAGE-NET-ASSETS> 231,516,522
<PER-SHARE-NAV-BEGIN> 11.06
<PER-SHARE-NII> 0.29
<PER-SHARE-GAIN-APPREC> 3.90
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.62)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.63
<EXPENSE-RATIO> 0.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 16
<NAME> International Bond Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 179,513,993
<INVESTMENTS-AT-VALUE> 192,436,110
<RECEIVABLES> 12,437,036
<ASSETS-OTHER> 582,285
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 205,455,431
<PAYABLE-FOR-SECURITIES> 2,863,675
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,671,440
<TOTAL-LIABILITIES> 11,535,115
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 174,300,100
<SHARES-COMMON-STOCK> 17,765,600
<SHARES-COMMON-PRIOR> 15,687,479
<ACCUMULATED-NII-CURRENT> 4,884,754
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,966,474
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12,768,988
<NET-ASSETS> 193,920,316
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 16,699,901
<OTHER-INCOME> 0
<EXPENSES-NET> 779,352
<NET-INVESTMENT-INCOME> 15,920,549
<REALIZED-GAINS-CURRENT> 6,632,580
<APPREC-INCREASE-CURRENT> 14,322,520
<NET-CHANGE-FROM-OPS> 36,875,649
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10,442,087)
<DISTRIBUTIONS-OF-GAINS> (5,446,434)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,762,649
<NUMBER-OF-SHARES-REDEEMED> (10,775,703)
<SHARES-REINVESTED> 1,091,175
<NET-CHANGE-IN-ASSETS> 42,730,945
<ACCUMULATED-NII-PRIOR> 3,765,102
<ACCUMULATED-GAINS-PRIOR> (3,341,397)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 779,352
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,037,010
<AVERAGE-NET-ASSETS> 194,872,468
<PER-SHARE-NAV-BEGIN> 9.64
<PER-SHARE-NII> 0.62
<PER-SHARE-GAIN-APPREC> 1.55
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.89)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.92
<EXPENSE-RATIO> 0.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> Pelican Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 138,264,540
<INVESTMENTS-AT-VALUE> 178,239,841
<RECEIVABLES> 768,978
<ASSETS-OTHER> 4,452
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 179,013,271
<PAYABLE-FOR-SECURITIES> 1,470,267
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 304,711
<TOTAL-LIABILITIES> 1,774,978
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 134,003,101
<SHARES-COMMON-STOCK> 12,204,124
<SHARES-COMMON-PRIOR> 9,831,023
<ACCUMULATED-NII-CURRENT> 646,595
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,613,296
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 39,975,301
<NET-ASSETS> 177,238,293
<DIVIDEND-INCOME> 3,397,889
<INTEREST-INCOME> 1,965,985
<OTHER-INCOME> 0
<EXPENSES-NET> 1,628,504
<NET-INVESTMENT-INCOME> 3,735,370
<REALIZED-GAINS-CURRENT> 9,082,971
<APPREC-INCREASE-CURRENT> 25,308,348
<NET-CHANGE-FROM-OPS> 38,126,689
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,369,047)
<DISTRIBUTIONS-OF-GAINS> (6,173,331)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,841,802
<NUMBER-OF-SHARES-REDEEMED> (1,115,726)
<SHARES-REINVESTED> 647,025
<NET-CHANGE-IN-ASSETS> 59,318,522
<ACCUMULATED-NII-PRIOR> 280,272
<ACCUMULATED-GAINS-PRIOR> (296,344)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,390,969
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,628,504
<AVERAGE-NET-ASSETS> 154,549,331
<PER-SHARE-NAV-BEGIN> 11.99
<PER-SHARE-NII> 0.31
<PER-SHARE-GAIN-APPREC> 3.04
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.82)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.52
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 15
<NAME> Emerging Markets Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 926,742,924
<INVESTMENTS-AT-VALUE> 898,092,615
<RECEIVABLES> 11,943,059
<ASSETS-OTHER> 3,791,639
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 913,827,313
<PAYABLE-FOR-SECURITIES> 4,631,539
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,016,254
<TOTAL-LIABILITIES> 6,647,793
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 954,919,906
<SHARES-COMMON-STOCK> 86,054,424
<SHARES-COMMON-PRIOR> 40,355,453
<ACCUMULATED-NII-CURRENT> 7,846,974
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (28,277,467)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (27,309,893)
<NET-ASSETS> 907,179,520
<DIVIDEND-INCOME> 13,673,072
<INTEREST-INCOME> 2,192,601
<OTHER-INCOME> 0
<EXPENSES-NET> 8,053,755
<NET-INVESTMENT-INCOME> 7,811,918
<REALIZED-GAINS-CURRENT> (25,051,517)
<APPREC-INCREASE-CURRENT> 66,409,381
<NET-CHANGE-FROM-OPS> 49,169,782
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (615,855)
<DISTRIBUTIONS-OF-GAINS> (7,081,456)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 47,019,289
<NUMBER-OF-SHARES-REDEEMED> (2,004,988)
<SHARES-REINVESTED> 684,670
<NET-CHANGE-IN-ASSETS> 522,920,758
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 4,506,417
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,944,710
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,143,828
<AVERAGE-NET-ASSETS> 594,471,021
<PER-SHARE-NAV-BEGIN> 9.52
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 1.06
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.14)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.54
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 17
<NAME> Emerging Country Debt Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 540,192,223
<INVESTMENTS-AT-VALUE> 623,365,913
<RECEIVABLES> 16,841,240
<ASSETS-OTHER> 1,250,746
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 641,457,899
<PAYABLE-FOR-SECURITIES> 16,231,181
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,741,675
<TOTAL-LIABILITIES> 25,972,856
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 496,046,665
<SHARES-COMMON-STOCK> 52,339,284
<SHARES-COMMON-PRIOR> 29,024,789
<ACCUMULATED-NII-CURRENT> 13,630,078
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 17,949,090
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 87,859,210
<NET-ASSETS> 615,485,043
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 67,635,234
<OTHER-INCOME> 0
<EXPENSES-NET> 2,504,494
<NET-INVESTMENT-INCOME> 65,130,740
<REALIZED-GAINS-CURRENT> 61,081,420
<APPREC-INCREASE-CURRENT> 119,723,421
<NET-CHANGE-FROM-OPS> 245,935,581
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (55,195,795)
<DISTRIBUTIONS-OF-GAINS> (30,587,693)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34,834,354
<NUMBER-OF-SHARES-REDEEMED> (17,191,233)
<SHARES-REINVESTED> 5,671,374
<NET-CHANGE-IN-ASSETS> 372,033,699
<ACCUMULATED-NII-PRIOR> 2,358,106
<ACCUMULATED-GAINS-PRIOR> (7,744,126)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,504,503
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,314,606
<AVERAGE-NET-ASSETS> 500,868,125
<PER-SHARE-NAV-BEGIN> 8.39
<PER-SHARE-NII> 1.35
<PER-SHARE-GAIN-APPREC> 3.84
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.82)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.76
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 18
<NAME> Global Hedged Equity Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 348,492,841
<INVESTMENTS-AT-VALUE> 382,835,454
<RECEIVABLES> 3,012,573
<ASSETS-OTHER> 848,731
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 386,696,758
<PAYABLE-FOR-SECURITIES> 360,615
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,402,387
<TOTAL-LIABILITIES> 3,763,002
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 358,608,814
<SHARES-COMMON-STOCK> 35,975,948
<SHARES-COMMON-PRIOR> 21,216,892
<ACCUMULATED-NII-CURRENT> 2,926,013
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (10,487,331)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 31,886,260
<NET-ASSETS> 382,933,756
<DIVIDEND-INCOME> 7,173,291
<INTEREST-INCOME> 3,070,970
<OTHER-INCOME> 0
<EXPENSES-NET> 2,477,026
<NET-INVESTMENT-INCOME> 7,767,235
<REALIZED-GAINS-CURRENT> (16,123,360)
<APPREC-INCREASE-CURRENT> 31,582,518
<NET-CHANGE-FROM-OPS> 23,226,393
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8,135,996)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,601,167
<NUMBER-OF-SHARES-REDEEMED> (4,235,364)
<SHARES-REINVESTED> 393,253
<NET-CHANGE-IN-ASSETS> 168,295,635
<ACCUMULATED-NII-PRIOR> 745,109
<ACCUMULATED-GAINS-PRIOR> 110,686
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,071,406
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,676,295
<AVERAGE-NET-ASSETS> 318,675,757
<PER-SHARE-NAV-BEGIN> 10.12
<PER-SHARE-NII> 0.29
<PER-SHARE-GAIN-APPREC> 0.47
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.24)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.64
<EXPENSE-RATIO> 0.78
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 19
<NAME> Domestic Bond Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 321,777,755
<INVESTMENTS-AT-VALUE> 323,690,023
<RECEIVABLES> 1,501,580
<ASSETS-OTHER> 653,125
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 325,844,728
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,895,383
<TOTAL-LIABILITIES> 14,895,383
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 303,088,382
<SHARES-COMMON-STOCK> 29,888,776
<SHARES-COMMON-PRIOR> 20,670,984
<ACCUMULATED-NII-CURRENT> 3,439,616
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,567,277
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 854,070
<NET-ASSETS> 310,949,345
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19,134,985
<OTHER-INCOME> 0
<EXPENSES-NET> 707,127
<NET-INVESTMENT-INCOME> 18,427,858
<REALIZED-GAINS-CURRENT> 14,899,226
<APPREC-INCREASE-CURRENT> (1,699,294)
<NET-CHANGE-FROM-OPS> 31,627,790
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16,310,249)
<DISTRIBUTIONS-OF-GAINS> (11,149,215)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,635,774
<NUMBER-OF-SHARES-REDEEMED> (3,664,474)
<SHARES-REINVESTED> 2,246,492
<NET-CHANGE-IN-ASSETS> 101,572,097
<ACCUMULATED-NII-PRIOR> 1,322,007
<ACCUMULATED-GAINS-PRIOR> (103,743)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 707,127
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 865,518
<AVERAGE-NET-ASSETS> 282,850,898
<PER-SHARE-NAV-BEGIN> 10.13
<PER-SHARE-NII> 0.66
<PER-SHARE-GAIN-APPREC> 0.58
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.97)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.40
<EXPENSE-RATIO> 0.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 20
<NAME> Currency Hedged International Bond Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 214,883,688
<INVESTMENTS-AT-VALUE> 237,208,395
<RECEIVABLES> 10,452,575
<ASSETS-OTHER> 186,716
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 247,847,686
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,685,828
<TOTAL-LIABILITIES> 11,685,828
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 211,381,989
<SHARES-COMMON-STOCK> 21,628,308
<SHARES-COMMON-PRIOR> 23,885,450
<ACCUMULATED-NII-CURRENT> 2,213,016
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 27,472
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 22,539,381
<NET-ASSETS> 236,161,858
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 20,805,867
<OTHER-INCOME> 0
<EXPENSES-NET> 930,505
<NET-INVESTMENT-INCOME> 19,875,362
<REALIZED-GAINS-CURRENT> 14,407,640
<APPREC-INCREASE-CURRENT> 23,912,792
<NET-CHANGE-FROM-OPS> 58,195,794
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (19,852,732)
<DISTRIBUTIONS-OF-GAINS> (13,715,828)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,674,966
<NUMBER-OF-SHARES-REDEEMED> (14,452,061)
<SHARES-REINVESTED> 2,519,953
<NET-CHANGE-IN-ASSETS> (2,502,580)
<ACCUMULATED-NII-PRIOR> 2,072,925
<ACCUMULATED-GAINS-PRIOR> 37,085
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,163,131
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,483,311
<AVERAGE-NET-ASSETS> 232,622,008
<PER-SHARE-NAV-BEGIN> 9.99
<PER-SHARE-NII> 1.05
<PER-SHARE-GAIN-APPREC> 1.62
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.74)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.92
<EXPENSE-RATIO> 0.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 21
<NAME> Currency Hedged International Core Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 394,217,295
<INVESTMENTS-AT-VALUE> 404,698,822
<RECEIVABLES> 3,314,295
<ASSETS-OTHER> 561,169
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 408,574,286
<PAYABLE-FOR-SECURITIES> 230,238
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,117,470
<TOTAL-LIABILITIES> 1,347,708
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 385,991,253
<SHARES-COMMON-STOCK> 35,278,555
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 6,114,326
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,838,672
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12,282,327
<NET-ASSETS> 407,226,578
<DIVIDEND-INCOME> 1,782,250
<INTEREST-INCOME> 1,993,262
<OTHER-INCOME> 0
<EXPENSES-NET> 1,013,900
<NET-INVESTMENT-INCOME> 2,761,612
<REALIZED-GAINS-CURRENT> 9,472,130
<APPREC-INCREASE-CURRENT> 12,282,327
<NET-CHANGE-FROM-OPS> 24,516,069
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,491,247)
<DISTRIBUTIONS-OF-GAINS> (1,789,497)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 35,069,613
<NUMBER-OF-SHARES-REDEEMED> (44,625)
<SHARES-REINVESTED> 253,567
<NET-CHANGE-IN-ASSETS> 407,226,578
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,097,558
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,647,265
<AVERAGE-NET-ASSETS> 222,244,180
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.23
<PER-SHARE-GAIN-APPREC> 1.44
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.13)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.54
<EXPENSE-RATIO> 0.69
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial
information extracted from GMO Trust, form
N-SAR for the period ended February 29, 1996
and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 22
<NAME> Global Bond Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 30,715,132
<INVESTMENTS-AT-VALUE> 30,240,346
<RECEIVABLES> 1,323,627
<ASSETS-OTHER> 34,375
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 31,598,348
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 525,930
<TOTAL-LIABILITIES> 525,930
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 31,527,501
<SHARES-COMMON-STOCK> 3,143,053
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 145,359
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (255,309)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (345,133)
<NET-ASSETS> 31,072,418
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 321,498
<OTHER-INCOME> 0
<EXPENSES-NET> 16,812
<NET-INVESTMENT-INCOME> 304,686
<REALIZED-GAINS-CURRENT> (414,636)
<APPREC-INCREASE-CURRENT> (345,133)
<NET-CHANGE-FROM-OPS> (455,083)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,143,053
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 31,072,418
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17,307
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 72,104
<AVERAGE-NET-ASSETS> 29,189,806
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> (0.16)
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.89
<EXPENSE-RATIO> 0.34
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
EXHIBIT 18
GMO TRUST
Plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940
Effective June 1, 1996
This Plan (the "Plan") is adopted by GMO Trust (the "Trust") pursuant
to Rule 18f-3 under the Investment Company Act of 1940 (the "Act") and sets
forth the general characteristics of, and the general conditions under which the
Trust may offer, multiple classes of shares of its now existing and hereafter
created portfolios ("Funds"). This Plan may be revised or amended from time to
time as provided below.
CLASS DESIGNATIONS
Each Fund of the Trust may from time to time issue one or more of the
following classes of shares: Class I Shares, Class II Shares, Class III Shares,
Class IV Shares, Class V Shares and Class VI Shares. Each of the classes of
shares of any Fund will represent interests in the same portfolio of investments
and, except as described herein, shall have the same rights and obligations as
each other class. Each class shall be subject to such investment minimums and
other conditions of eligibility as are set forth in the Trust's prospectus or
statement of additional information as from time to time in effect (the
"Prospectus").
CLASS ELIGIBILITY
Class eligibility is generally dependent on the size of the client's
total account under the management of Grantham, Mayo, Van Otterloo & Co., the
Trust's investment adviser (referred to herein as "GMO" or the "Adviser"), as
described from time to time in the Prospectus. Eligibility for Class I, Class II
and Class III Shares in dependent on the size of a client's minimum "Total
Investment" with GMO. For clients that have accounts with GMO as of May 31,
1996, their initial Total Investment will equal the market value of all of their
investments advised by GMO as of the close of business on May 31, 1996. For
clients establishing a relationship with GMO on or after June 1, 1996, their
Total Investment at any date is equal to the aggregate of all amounts
contributed (and less amounts withdrawn) to any Fund on or after June 1, 1996,
plus the market value of any non-mutual fund investment with GMO as of the
month-end prior to the date that "Total Investment" is being computed. For
purposes of class eligibility, market appreciation or depreciation of a Fund's
account is not considered; the Total Investment of a client is impacted only by
the amount of contributions to and withdrawals from Funds made by the client. It
is assumed that any Fund redemptions or withdrawals made by a client are
satisfied first from market appreciation in their shares, so that a redemption
or withdrawal does not lower a client's Total Investment unless the
redemption or withdrawal exceeds the value of market appreciation. Market value
of non- mutual fund accounts at GMO will be considered, however.
Eligibility for Class IV, Class V and Class VI Shares is dependent upon
the client meeting either (i) a minimum "Total Fund Investment" requirement
which includes only a client's total investment in the particular Fund, or (ii)
a minimum "Total Investment" requirement (calculated as described above for
Class I, II and III shares). A client's Total Fund Investment and Total
Investment will be determined similarly to the determination of Total Investment
for purposes of eligibility for Class I, Class II and Class III Shares, i.e.,
appreciation and depreciation of mutual fund shares is not considered but these
two calculations do include the market value of all such accounts as of May 31,
1996, and the market value of non-mutual fund accounts as of the month-end prior
to determination.
CLASS CHARACTERISTICS
The differences among the various classes of shares are solely (i) the
level of shareholder service fee ("Shareholder Service Fee") borne by the class
for client and shareholder service, reporting and other support and (ii) whether
GMO itself or the GMO Funds Division provides service and reporting to the
shareholders.
The multiple class structure reflects the fact that, as the size of the
client relationship increases, the cost to service that relationship is expected
to decrease as a percentage of the account. Thus, the Shareholder Service Fee is
lower for classes for which eligibility criteria generally require greater
assets under GMO's management.
Certain Funds are subject to either an initial purchase premium, a
redemption fee, or both. The initial purchase premium and redemption fee, if
any, may, in some limited cases, be subject to reduction or waiver if the
Adviser determines that there are minimal brokerage and/or transaction costs
incurred as a result of the purchase or redemption, as set forth in the
Prospectus in effect from time to time.1
- --------
1 All purchase premiums are paid to and retained by the relevant Fund
and are intended to cover the brokerage and other costs associated with putting
an investment to work in the relevant markets. All redemption fees are paid to
and retained by the relevant Fund and are designed to allocate transaction costs
caused by shareholder activity to the shareholder generating the activity.
-2-
ALLOCATIONS TO EACH CLASS
EXPENSE ALLOCATIONS
Shareholder Service Fees payable by the Trust to the shareholder
servicer of the Trust's shares (the "Shareholder Servicer") shall be allocated,
to the extent practicable, on a class-by-class basis. Subject to the approval of
the Trust's Board of Trustees, including a majority of the independent Trustees,
the following "Class Expenses" may (if such expense is properly assessable at
the class level) in the future be allocated on a class-by-class basis: (a)
transfer agency costs attributable to each class, (b) printing and postage
expenses related to preparing and distributing materials such as shareholder
reports, prospectuses and proxy statements to current shareholders of a specific
Class, (c) SEC registration fees incurred with respect to a specific class, (d)
blue sky and foreign registration fees and expenses incurred with respect to a
specific class, (e) the expenses of administrative personnel and services
required to support shareholders of a specific class (including, but not limited
to, maintaining telephone lines and personnel to answer shareholder inquiries
about their accounts or about the Trust), (f) litigation and other legal
expenses relating to a specific class of shares, (g) Trustees' fees or expenses
incurred as a result of issues relating to a specific class of shares, (h)
accounting and consulting expenses relating to a specific class of shares, (i)
any fees imposed pursuant to a non-Rule 12b-1 shareholder service plan that
relate to a specific class of shares, and (j) any additional expenses, not
including advisory or custodial fees or other expenses related to the management
of the Trust's assets, if these expenses are actually incurred in a different
amount with respect to a class, or if services are provided with respect to a
class, or if services are provided with respect to a class that are of a
different kind or to a different degree than with respect to one or more other
classes.
All expenses not now or hereafter designated as Class Expenses ("Fund
Expenses") will be allocated to each class on the basis of the net asset value
of that class in relation to the net asset value of the relevant Fund.
However, notwithstanding the above, a Fund may allocate all expenses
other than Class Expenses on the basis of relative net assets (settled shares),
as permitted by rule 18f-3(c)(2) under the Act.
WAIVERS AND REIMBURSEMENTS
The Adviser and the Shareholder Servicer may choose to waive or
reimburse Shareholder Service Fees, or any other Class Expenses on a voluntary
or temporary basis.
-3-
INCOME, GAINS AND LOSSES
Income and realized and unrealized capital gains and losses shall be
allocated to each class on the basis of the net asset value of that class in
relation to the net asset value of the relevant Fund.
Each Fund may allocate income and realized and unrealized capital gains
and losses to each share based on relative net assets (i.e. settled shares), as
permitted by Rule 18f-3(c)(2) under the Act.
CONVERSION AND EXCHANGE FEATURES
On [ ] of each year (the "Conversion Date") each client's Total
Investment, as previously defined and as described in the Prospectus, will be
determined. Based on that determination, the client's shares will be
automatically converted to the class of shares (Class I, Class II or Class III
Shares) of such Fund with the lowest Shareholder Service Fee which the client
would be eligible to purchase based on such Total Investment. Further, if a
client makes an investment in a GMO Fund or other product that causes the client
to be eligible for a new class of shares, such conversion will be effected
within 15 days after the end of the month during which such investment was made.
The rules for conversion to and among Class IV, Class V and Class VI Shares are
the same, with determinations of a client's Total Fund Investment and Total
Investment made according to the same schedule, as described in the Prospectus.
Shares of one class will always convert into shares of another class on
the basis of the relative net asset value of the two classes, without the
imposition of any sales load, fee or other charge. The conversion of a client's
investment from one class of shares to another is not a taxable event, and will
not result in the realization of gain or loss that may exist in Fund shares held
by the client. The client's tax basis in the new class of shares will equal
their basis in the old class before conversion. The conversion of shares from
one class to another class of shares may be suspended if the opinion of counsel
obtained by the Trust that the conversion does not constitute a taxable event
under current federal income tax law is no longer available.
Certain special rules will be applied by the Adviser with respect to
clients who owned shares of the Funds upon the creation of multiple classes on
May 31, 1996. First, all clients existing on May 31, 1996 will receive Class III
Shares on June 1, 1996 regardless of the size of their GMO investment. Second,
the conversion of existing clients to any class of shares with a higher
Shareholder Service Fee will not occur until July 31, 1997, based on the
client's Total Investment as of such date. Further, existing clients whose Total
Investment as of May 31, 1996 is equal to $7 million or more will be eligible to
remain invested in Class III Shares (despite the normal $35 million minimum),
provided such client makes no subsequent redemptions or withdrawals other than
of amounts attributable to market appreciation of their account value as of June
1, 1996. Existing clients whose Total Investment as of May 31, 1996
-4-
is less than $7 million will be eligible to convert to Class II Shares rather
than Class I Shares on July 31, 1997, provided that such client makes no
subsequent redemptions or withdrawals other than of amounts attributable to
market appreciation of their account value as of June 1, 1996. Clients making
additional investments prior to June 1, 1997, such that their Total Investment
on June 1, 1997 is $35 million or more, will remain eligible for Class III
Shares.
DIVIDENDS
Dividends paid by the Trust with respect to its Class I, Class II,
Class III, Class IV, Class V and Class VI Shares, to the extent any dividends
are paid, will be calculated in the same manner, at the same time and will be in
the same amount, except that any Service Fee payments relating to a class of
shares will be borne exclusively by that class and, if applicable, Class
Expenses relating to a class shall be borne exclusively by that class.
VOTING RIGHTS
Each share of the Trust entitles the shareholder of record to one vote.
Each class of shares of the Trust will vote separately as a class on matters for
which class voting is required under applicable law.
RESPONSIBILITIES OF THE TRUSTEES
On an ongoing basis, the Trustees will monitor the Trust for the
existence of any material conflicts among the interests of the six classes of
shares. The Trustees shall further monitor on an ongoing basis the use of
waivers or reimbursement of expenses by the Adviser to guard against
cross-subsidization between classes. The Trustees, including a majority of the
independent Trustees, shall take such action as is reasonably necessary to
eliminate any such conflict that may develop.
REPORTS TO THE TRUSTEES
The Adviser and the Shareholder Servicer will be responsible for
reporting any potential or existing conflicts among the six classes of shares to
the Trustees.
-5-
AMENDMENTS
The Plan may be amended from time to time in accordance with the
provisions and requirements of Rule 18f-3 under the Act.
Adopted this ____ day of ___________, 1996
By:________________________
William R. Royer
Clerk
-6-
