SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GMO TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
GMO TRUST
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[X] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identifying the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
GMO TRUST
40 ROWES WHARF
BOSTON, MASSACHUSETTS 02110
April 16, 1996
Dear Shareholder:
You are cordially invited to attend or to send in your Proxy so that you
are represented at a Special Meeting of Shareholders of GMO Trust, which will be
held on May 22, 1996 at 2:00 p.m., Boston time, on the 5th floor of 40 Rowes
Wharf, Boston, Massachusetts.
THE MATTERS TO BE ACTED UPON AT THE MEETING WITH RESPECT TO EACH FUND OF
THE TRUST ARE DESCRIBED IN THE ATTACHED NOTICE AND PROXY STATEMENT. THE TRUST IS
SEEKING YOUR VOTE FOR THE SLATE OF TRUSTEES IDENTIFIED IN THE PROXY STATEMENT.
ALSO, THE TRUST IS TAKING THIS OPPORTUNITY TO MAKE CERTAIN MINOR CHANGES TO ITS
INVESTMENT RESTRICTIONS, AS DESCRIBED.
Although we would like very much to have each shareholder attend the
Special Meeting, we realize this is not possible. Whether or not you plan to be
present at the meeting, we need your vote. WE URGE YOU TO COMPLETE, SIGN AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR
THIS PURPOSE. YOU MUST RETURN A PROXY CARD FOR EACH OF THE FUNDS IN WHICH YOU
ARE INVESTED.
Proxies may be revoked at any time before they are voted by a written
revocation received by the Clerk of the Trust, by properly executing a
later-dated proxy or by attending the meeting and voting in person. If your
shares are held in street name, only your bank or broker can vote your shares,
and only upon receipt of your specific instructions. Please contact the person
responsible for your account and instruct him or her to execute a proxy card
today.
We look forward to seeing you at the meeting or receiving your proxy so
that your shares may be voted at the meeting.
By order of the Board of Trustees,
R. Jeremy Grantham
President-Domestic Quantitative
<PAGE>
GMO TRUST
GMO CORE FUND
GMO TOBACCO-FREE CORE FUND
GMO VALUE ALLOCATION FUND
GMO GROWTH ALLOCATION FUND
GMO U.S. SECTOR ALLOCATION FUND
GMO CORE II SECONDARIES FUND
GMO FUNDAMENTAL VALUE FUND
GMO INTERNATIONAL CORE FUND
GMO CURRENCY HEDGED INTERNATIONAL CORE FUND
GMO INTERNATIONAL SMALL COMPANIES FUND
GMO JAPAN FUND
GMO EMERGING MARKETS FUND
GMO GLOBAL HEDGED EQUITY FUND
GMO DOMESTIC BOND FUND
GMO SHORT-TERM INCOME FUND
GMO INTERNATIONAL BOND FUND
GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
GMO GLOBAL BOND FUND
GMO EMERGING COUNTRY DEBT FUND
THE PELICAN FUND
40 ROWES WHARF
BOSTON, MA 02110
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To The Shareholders of GMO Trust:
A Special Meeting of Shareholders (the "Special Meeting") of GMO Trust (the
"Trust") will be held on May 22, 1996 at 2:00 p.m., Boston time, on the 5th
floor of 40 Rowes Wharf, Boston, Massachusetts, for the following purposes:
1. (WITH RESPECT TO ALL THE FUNDS OF THE TRUST) To elect the Board of
Trustees, as described in Part I of the accompanying Proxy Statement.
2. (WITH RESPECT TO ALL THE FUNDS OF THE TRUST) To make non-fundamental
the investment restriction with respect to investment in other
investment companies, as described in Part II of the accompanying
Proxy Statement.
3. (WITH RESPECT TO ALL THE FUNDS OF THE TRUST, EXCEPT THE GLOBAL BOND
FUND, THE INTERNATIONAL BOND FUND, THE DOMESTIC BOND FUND, THE
CURRENCY HEDGED
<PAGE>
INTERNATIONAL BOND FUND, THE CURRENCY HEDGED INTERNATIONAL CORE FUND,
THE GLOBAL HEDGED EQUITY FUND, THE EMERGING COUNTRY DEBT FUND AND THE
PELICAN FUND) To eliminate the fundamental investment restriction with
respect to restricted securities, illiquid securities and repurchase
agreements, as described in Part III of the accompanying Proxy
Statement.
4. (WITH RESPECT TO ALL THE FUNDS OF THE TRUST) To amend the fundamental
investment restriction relating to borrowing money to increase
borrowing limits and to clarify the permissibility of the use of
reverse repurchase agreements, dollar rolls and similar investment
techniques, as described in Part IV of the accompanying Proxy
Statement.
5. (WITH RESPECT TO ALL FUNDS OF THE TRUST OTHER THAN THE PELICAN FUND)
To make non-fundamental and amend the investment restriction relating
to pledging, hypothecating, mortgaging or otherwise encumbering
assets, as described in Part V of the accompanying Proxy Statement.
6. (WITH RESPECT TO 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 PELICAN FUND,
THE JAPAN FUND AND THE CURRENCY HEDGED INTERNATIONAL CORE FUND) to
make non-fundamental the investment restriction relating to
investments in any one issuer, as described in Part VI of the
accompanying Proxy Statement.
7. To consider such other matters as may properly come before the Special
Meeting.
By order of the Board of Trustees,
William R. Royer
Clerk
April 16, 1996
WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO YOU WILL BE REPRESENTED AT THE SPECIAL MEETING.
<PAGE>
GMO TRUST
GMO CORE FUND
GMO TOBACCO-FREE CORE FUND
GMO VALUE ALLOCATION FUND
GMO GROWTH ALLOCATION FUND
GMO U.S. SECTOR ALLOCATION FUND
GMO CORE II SECONDARIES FUND
GMO FUNDAMENTAL VALUE FUND
GMO INTERNATIONAL CORE FUND
GMO CURRENCY HEDGED INTERNATIONAL CORE FUND
GMO INTERNATIONAL SMALL COMPANIES FUND
GMO JAPAN FUND
GMO EMERGING MARKETS FUND
GMO GLOBAL HEDGED EQUITY FUND
GMO DOMESTIC BOND FUND
GMO SHORT-TERM INCOME FUND
GMO INTERNATIONAL BOND FUND
GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
GMO GLOBAL BOND FUND
GMO EMERGING COUNTRY DEBT FUND
THE PELICAN FUND
40 ROWES WHARF
BOSTON, MASSACHUSETTS 02110
PROXY STATEMENT
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF GMO TRUST (THE "TRUST")
for use at the Special Meeting of Shareholders (the "Special Meeting") to be
held on May 22, 1996, and at any adjournments thereof, for the purposes set
forth in the accompanying Notice of Special Meeting of Shareholders (the
"Notice"). Shareholders of record at the close of business on April 4, 1996 are
entitled to be present and to vote at the Special Meeting or any adjourned
session thereof. The Notice, proxy and this Proxy Statement have been mailed to
such shareholders of record on or about April 16, 1996.
There are twenty series of shares of the Trust that had shareholders as of
April 4, 1996: GMO Core Fund, GMO Tobacco-Free Core Fund, GMO Value Allocation
Fund, GMO Growth Allocation Fund, GMO U.S. Sector Allocation Fund, GMO Core II
Secondaries Fund, GMO Fundamental Value Fund, GMO International Core Fund, GMO
Currency Hedged International
-1-
<PAGE>
Core Fund, GMO International Small Companies Fund, GMO Japan Fund, GMO Emerging
Markets Fund, GMO Global Hedged Equity Fund, GMO Domestic Bond Fund, GMO
Short-Term Income Fund, GMO International Bond Fund, GMO Currency Hedged
International Bond Fund, GMO Global Bond Fund, GMO Emerging Country Debt Fund
and the Pelican Fund (each a "Fund" and, collectively, the "Funds").
A copy of the Annual Report of the Trust for its most recent fiscal year,
including financial statements, has previously been mailed to shareholders. THE
TRUST WILL FURNISH, WITHOUT CHARGE, TO ANY OF ITS SHAREHOLDERS UPON REQUEST, A
COPY OF THE ANNUAL REPORT OF THE TRUST AND A COPY OF ITS SEMIANNUAL REPORT FOR
THE SIX MONTH PERIOD ENDED AUGUST 31, 1995. SUCH REQUESTS MAY BE DIRECTED TO
GRANTHAM, MAYO, VAN OTTERLOO & CO., 40 ROWES WHARF, BOSTON, MA 02110 OR
1-800-447-3167.
-2-
<PAGE>
SUMMARY OF PROPOSALS AND FUNDS AFFECTED*
<TABLE>
<CAPTION>
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
II. Proposal to III. IV. Proposal V. Proposal VI. Proposal to
Make Proposal to to Amend to Make Make
Non-Fundamental Eliminate Fundamental Non-Fundamental Non-Fundamental
I. Proposal Investment Fundamental Investment Investment the Fundamental
Fund to Elect Restriction on Investment Restriction Restriction Investment
Trustees Investment in Restriction on Borrowing Relating to Restriction on
Investment on Money Pledging or Investments in
Companies Investment Otherwise any one
in Encumbering Issuer
Restricted Assets
Securities
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Core Fund x x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Tobacco-Free Core Fund x x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Value Allocation Fund x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Growth Allocation Fund x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO U.S. Sector Allocation Fund x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Core II Secondaries Fund x x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Fundamental Value Fund x x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO International Core Fund x x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Currency Hedged x x x x x
International Core Fund
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO International Small x x x x x x
Companies Fund
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Japan Fund x x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Emerging Markets Fund x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Global Hedged Equity Fund x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Domestic Bond Fund x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Short-Term Income Fund x x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO International Bond Fund x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Currency Hedged x x x x
International Bond Fund
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Global Bond Fund x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
GMO Core Emerging Country Debt x x x x
Fund
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
The Pelican Fund x x x x
- -------------------------------- -------------- ------------------ ------------- --------------- ---------------- ------------------
</TABLE>
*An"x" denotes that the Fund is affected by the proposal and that the
Fund's shareholders are solicited with respect to that proposal.
-3-
<PAGE>
TOTAL SHARES OUTSTANDING. All shareholders of record at the close of business on
April 4, 1996 are entitled to one vote for each share of the Trust held. The
following chart indicates the number of shares of the Trust that were issued and
outstanding as of April 4, 1996:
<TABLE>
<CAPTION>
Shares Issued
Name of Fund and Outstanding
------------ ---------------
<S> <C>
GMO Core Fund 164,927,799.684
GMO Tobacco-Free Core Fund 4,435,260.972
GMO Value Allocation Fund 22,206,592.775
GMO Growth Allocation Fund 65,838,433.804
GMO U.S. Sector Allocation Fund 15,483,058.262
GMO Core II Secondaries Fund 16,727,544.333
GMO Fundamental Value Fund 14,136,818.852
GMO International Core Fund 191,421,225.655
GMO Currency Hedged International Core Fund 36,996,734.502
GMO International Small Companies Fund 17,316,816.719
GMO Japan Fund 15,651,732.624
GMO Emerging Markets Fund 91,950,582.326
GMO Global Hedged Equity Fund 36,673,740.678
GMO Domestic Bond Fund 30,745,056.255
GMO Short-Term Income Fund 1,134,607.873
GMO International Bond Fund 18,281,359.581
GMO Currency Hedged International Bond Fund 21,451,591.049
GMO Global Bond Fund 5,930,618.119
GMO Emerging Country Debt Fund 49,840,753.856
The Pelican Fund 12,365,728.214
</TABLE>
Shares represented by duly executed proxies will be voted for the election
of the persons named herein as Trustees, unless such authority has been
withheld. With respect to the other matters specified in the proxy, shares will
be voted in accordance with the instructions made. If
-4-
<PAGE>
no instructions are made, the proxy will be voted FOR the matters specified in
the proxy. Proxies may be revoked at any time before they are voted by a written
revocation received by the Clerk of the Trust, by properly executing a
later-dated proxy or by attending the meeting, requesting return of a proxy and
voting in person.
The costs of solicitation will initially be borne by the Trust. However,
Grantham, Mayo, Van Otterloo & Co., the investment adviser for each Fund ("GMO")
has voluntarily undertaken 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 brokerage commissions,
extraordinary expenses (including taxes), securities lending fees and expenses
and transfer taxes; and, in the case of the Japan Fund, Emerging Markets Fund,
Foreign Fund and Global Hedged Equity Fund, excluding custodial fees; and, in
the case of the Global Hedged Equity Fund only, also excluding hedging
transaction fees) would otherwise exceed a certain percentage of that Fund's
daily net assets. As a result, the costs may in effect be borne by GMO.
Solicitation of proxies by personal interview, mail, telephone and telegraph may
be made by Officers and Trustees of the Trust and employees of GMO.
BENEFICIAL OWNERS OF 5% OR MORE OF THE FUNDS' 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 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Employee Retirement Plan of 201 Fourth Street 8,688,478.821 5.26
Safeway IN Oakland, CA 94660
3M Company Building 224-5N-21 8,486,167.931 5.14
MMM Center
St. Paul, MN
NRECA Attn: Peter Morris 12,893,122.989 7.81
Investments Division
4301 Wilson Blvd.
RSI8-305
Arlington, VA 22203-1860
</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 4, 1996:
-5-
<PAGE>
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Dewitt Wallace-Reader's Digest Two Park Avenue 1,951,993.325 44.01
Fund, Inc. 23rd Floor
New York, NY 10016
Lila Wallace-Reader's Digest Two Park Avenue 1,680,315.429 37.88
Fund, Inc. 23rd Floor
New York, NY 10016
Tufts Associated HMO Inc. 353 Wyman Street 802,952.218 16.01
Waltham, MA 02254
</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 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Duke University Long Term Duke Management Co. 1,766,495.931 7.95
Endowment Fund 2200 West Main Street
Suite 1000
Durham, NC 27705
International Monetary Staff 700 19th St., NW 3,014,856.858 13.57
Retirement Fund Attn: Hillary Boardman
Washington, DC 20431
Leland Stanford Junior Stanford Management Company 5,866,178.775 26.41
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 Growth Allocation Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Aerospace Corporation Attn: Mutual Funds 8,110,312.712 12.31
Retirement Plan P.O. Box 92956
Northern Trust Co. Chicago, IL 60675
by Northern Trust Co.
as Trustee
-6-
<PAGE>
John D. MacArthur & Attn: Lawrence L. Landry 5,686,281.214 8.63
Catherine T. MacArthur 140 South Dearborn
Foundation Suite 1100
Chicago, IL 60603
Yale University 230 Prospect Street 5,032,286.033 7.64
Attn: Theodore D. Seides
New Haven, CT 06511
Surdna Foundation Inc. Attn: Mark De Venoge 9,674,623.602 14.69
330 Madison Avenue
30th Floor
New York, NY 10017
Collins Group Trust I 840 Newport Center Dr. 8,742,274.285 13.27
Newport Beach, CA 92660
Duke University 2200 West Main St. 4,522,225.125 6.86
Long Term 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 U.S. Sector Allocation Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
John D. MacArthur & Attn: Lawrence L. Landry 7,137,821.331 46.10
Catherine T. MacArthur 140 South Dearborn, Suite 1100
Foundation Chicago, IL 60603
Trustees of Columbia University Columbia University 2,932,504.977 18.94
in the City of New York-Global 475 Riverside Drive, Suite 401
New York, NY 10115
Yale University 230 Prospect St. 2,405,819.395 15.53
Attn: Theodore D. Seides
New Haven, CT 06511
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 812,227.140 5.24
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 Core II Secondaries Fund as of April 4, 1996:
-7-
<PAGE>
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
The Andrew W. Mellon 140 E. 62nd Street 1,704,516.838 10.18
Foundation Attn: Kenneth J. Herr, Treasurer
New York, NY 10021
Cheyne Walk Trust Pearce Investments Ltd. 1,344,588.296 8.03
Attn: Howard Reynolds
1325 Air Motive Way, Suite 262
Reno, NV 89502
John D. MacArthur & Attn: Lawrence L. Landry 1,450,737.020 8.67
Catherine T. MacArthur 140 South Dearborn
Foundation Suite 1100
Chicago, IL 60603
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 1,706,601.575 10.20
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Yale University 230 Prospect St. 1,547,518.498 9.25
Attn: Theodore D. Seides
New Haven, CT 06511
Bankers Trust Company Trustee Attn: Marshall Jones 3,492,552.068 20.87
GTE Service Corp Pension GTE Investment Management
Trust One Stanford Forum
Stamford, CT 06902
William & Flora Hewlett Attn: William F. Nichols 1,371,254.683 8.19
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 Fundamental Value Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Princeton University Trustee Attn: John D. Sweeney 774,814.001 5.48
P.O. Box 35
Princeton, NJ 08544
Yale University 230 Prospect Street 4,654,335.078 32.92
Attn: Theodore D. Seides
New Haven, CT 06511
-8-
<PAGE>
Berea College Box 2306 1,417,885.168 10.02
Attn: Mr. Leigh A. Jones
Berea, KY 40404
Leland Stanford Junior Stanford Management Company 4,732,634.188 33.47
University II 2770 Sand Hill Road
Menlo Park, CA 04025
Wachovia Bank Trustee P.O. Box 3099 2,547,079.416 18.01
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 International Core Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Ameritech Pension Trust Attn: Account Exec. for 15,364,808.131 8.02
by State Street Bank and Ameritech Pension Trust
Trust Co. as Trustee 1 Enterprise Dr. W4A
North Quincy, MA 02171
</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 4,
1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Yale University Attn: Theodore D. Seides 2,021,900.452 5.46
230 Prospect Street
New Haven, CT 06511
Trustees of Columbia University Columbia University 4,287,025.686 11.58
in the City of New York-Global 475 Riverside Drive, S. 401
New York, NY 10115
Bost & Co./BAMF8721002 1 Cabot Road 028-0038 5,660,072.654 15.29
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
-9-
<PAGE>
Arthur Andersen & Co. Attn: John H. Greenwell 2,078,952.043 5.61
SC U.S. Profit 69 W Washington Street
Sharing and Retirement Trust A21A
Chicago, IL 60602
Howard Hughes Medical Institute 4000 Jones Bridge Road 10,261,593.309 27.73
Chevy Chase, MD 20815-6789
</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 4,
1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Yale University 230 Prospect Street 1,204,911.203 6.95
Attn: Theodore D. Seides
New Haven, CT 06511
Bankers Trust Company Trustee Attn: Marshall Jones 1,077,104.256 6.21
GTE Service Corp Pension GTE Investment Management
Trust One Stanford 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 Japan Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C> <C>
International Monetary Staff 700 19th St., NW 5,380,295.451 34.37
Retirement Fund Attn: Hillary Boardman
Washington, DC 20431
SIMI Client Attn: Ms. Mary Choksi 900,488.213 5.75
Managing Director
Strategic Investment Management
International
1001 19th Street, N - 16th Floor
Arlington, VA 22209-1722
Case Western Reserve Univ., Treasurer's Office Rm 302 1,760,563.380 11.24
dedicated ECDF 2040 Adelbert Road
Cleveland, OH 44106
-10-
<PAGE>
Gordon Family Trust c/o Strategic Investment 2,954,960.666 18.87
Management
1001 19th Street North, 16th Floor
Arlington, VA 22209-1722
Brown University Investment Office - Box C 3,567,042.858 22.79
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 Emerging Markets Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Trustees of Princeton Univ. Attn: John D. Sweeney 4,918,251.371 5.34
PO Box 35
Princeton, NJ 08544
Bankers Trust Company Trustee Attn: Marshall Jones 10,660,752.689 11.59
GTE Service Corp. Pension GTE Investment Management
Trust One Stanford 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 Global Hedged Equity Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Princeton University TR Attn: John D. Sweeney 2,589,925.876 7.06
P.O. Box 35
Princeton, NJ 08544
Bankers Trust Company TR Attn: Marshall Jones 9,162,364.285 24.98
GTE Services Corp. Pension GTE Investment Management
Trust One Stanford Forum
Stamford, CT 06902
John D. MacArthur & Attn: Lawrence L. Landry 2,756,862.745 7.51
Catherine T. MacArthur 140 S. Dearborn, Suite 1100
Foundation Chicago, IL 60603
-11-
<PAGE>
Partners Healthcare System Partners Healthcare System, Inc. 2,452,800.613 6.68
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 Domestic Bond Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C> <C>
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 6,901,662.091 22.44
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Bankers Trust Company Trustee Attn: Marshall Jones 13,009,285.233 42.31
GTE Service Corp. Pension GTE Investment Management
Trust One Stanford Forum
Stamford, CT 06902
John D. MacArthur & Attn: Lawrence L. Landry 2,711,937.557 8.82
Catherine T. MacArthur 140 S. Dearborn, Suite 1100
Foundation Chicago, IL 60603
The Edna McConnell Clark Found. Attn: Laura Kielczewski 1,731,807.076 5.63
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 Short-Term Income Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
MJH Foundation Attn: J. Michael Burris 333,074.894 29.35
Martha Jefferson Hospital 459 Locust Avenue
Charlottesville, VA 22902
Cormorant Fund c/o Jeremy Grantham 490,260.261 43.20
40 Rowes Wharf
Boston, MA 02110
Timothy Hamilton Horkings 5 Hollywood Drive 64,792.957 5.71
Chestnut Hill, MA 02167
</TABLE>
-12-
<PAGE>
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 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Trustees of Princeton Univ. Attn: John D. Sweeney 3,575,445.955 19.55
PO Box 35
Princeton, NY 08544
Attn: John F. Benware
Chicago, IL 60611
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 1,483,519.044 8.11
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Saturn & Co. A/C 4600712 P.O. Box 1537 Top 57 2,438,555.263 13.33
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 3,191,525.079 17.45
GTE Service Pension Trust GTE Investment Management
One Stanford Forum
Stamford, CT 06902
Woods Hole Oceanographic Attn: Lawrence Ladd 925,981.660 5.06
Institute Woods Hole, MA 02543
</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 4,
1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
John D. MacArthur & Attn: Lawrence L. Landry 1,183,774.399 5.51
Catherine T. MacArthur 140 S. Dearborn, Suite 1100
Foundation Chicago, IL 60603
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 3,202,652.292 14.92
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
-13-
<PAGE>
Bankers Trust Company Trustee Attn: Marshall Jones 8,390,140.942 39.11
GTE Service Corp. Pension GTE Investment Management
Trust One Stanford Forum
Stamford, CT 06902
Park Foundation Inc. - Attn: Sharon Linderberry 1,511,663.534 7.04
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 Global Bond Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Catholic Bishop of Chicago 155 East Superior Street 750,000.000 12.64
Attn: John F. Benware
Chicago, IL 60611
Northwestern University NA Investment Department 300,000.000 5.05
633 Clark Street, Suite I-209
Evanston, IL 60208-1122
Board of Trustees of the 302 South Building 005A 420,239,282 7.08
University of North Carolina Campus Box 1000
at Chapel Hill - Endowment Chapel Hill, NC 27599-1000
Fund Bonds
The University of North Carolina 302 South Building 333,998.006 5.63
at Chapel Hill - Foundation Campus Box 1000
Inc. Bonds Chapel Hill, NC 27599-1000
Nazareth College of Rochester 4245 East Avenue 831,736.658 14.02
Fixed Income Rochester, NY 14618
Essex & Company Attn: Linda Wills - Trust Dept. 2,787,565.410 47.00
c/o First National in Palm Springs
255 South County Road
Palm Springs, FL 33480
</TABLE>
-14-
<PAGE>
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 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C> <C>
Bost & Co./BAMF8721002 1 Cabot Road 028-003B 3,050,212.695 6.11
Bell Atlantic Mutual Fund Operations
Medford, MA 02155
Princeton University TR Attn: John D. Sweeney 3,475,937.758 6.97
PO Box 35
Princeton, NJ 08544
Bankers Trust Company Trustee Attn: Marshall Jones 7,767,851.424 15.58
GTE Service Corp. Pension GTE Investment Management
Trust One Stanford Forum
Stamford, CT 06902
Regents of the Univ. Michigan 5032 Fleming Admin. Bldg. 3,449,016.710 6.92
Treasurer's Office Ann Arbor, MI 48109
Duke University Long Term 2200 W. Main Street 2,864,013.784 5.74
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 Pelican Fund as of April 4, 1996:
<TABLE>
<CAPTION>
No. of Shares
Name Address Beneficially Owned % Ownership
<S> <C> <C> <C>
Bank of America Trustee ITS/Master Trust Advantage 847,497.059 6.85
FBO Sunkist Growers #8260
P.O. Box 3562
Los Angeles, CA 90051-1562
The Chase Manhattan Bank Attn: M. Ali 4,604,907.641 37.24
As Directed Master Trustee 114 W. 47th St. - 3rd Floor
Corning Investment Plan Trust New York, NY 10036-1510
Boat & Co. Attn: Mutual Funds LBT00P2 1,075,914.196 8.70
P.O. Box 14737
St. Louis, MO 63178-4737
-15-
<PAGE>
Egleston Children's Hospital Attn: Gary Christian 809,362.174 6.55
375 Dekalb Industrial Way
Decatur, GA 30030-2205
PNC Bank New England Trustee NYL Benefit Services Company 992,079.708 8.02
Dynatech Corporation One University Office Park
Profit Sharing & 401(K) SAV Waltham, MA 02254-8992
Trust
</TABLE>
I. ELECTION OF TRUSTEES
The Trustees have fixed the number of Trustees for election at three. The
nominees for Trustees of the Trust who are proposed for election at the Special
Meeting are R. Jeremy Grantham, Harvey R. Margolis and Jay O. Light. Their ages
and a description of their principal occupations are set forth below. Mr. Light
is not presently a Trustee of the Trust. Mr. Grantham and Mr. Margolis were
elected by the shareholders on September 11, 1985. Except as shown, the
principal occupations and business experience for the last five years of the
nominees have been with the employers indicated.
The Trustees recommend the election of Mr. Light who is not an "interested
person" of the Trust under the Investment Company Act of 1940 Act, as amended,
(the "1940 Act"), in order to increase operational flexibility with respect to
the Funds. The 1940 Act generally requires that no more than sixty percent (60%)
of the trustees of a registered investment company may be interested persons of
the investment company or its investment adviser. The Trust has operated under
an exception that allows it to have a single trustee who is not an "interested
person" of the Trust (hereinafter an "Independent Trustee"). The exception
contains a number of requirements including (i) the requirement that each of the
Funds may have only one class of shares, (ii) the requirement that investment
advisory fees may not exceed 1% per annum and (iii) the requirement that the sum
of any purchase premium plus any redemption fee for a Fund may not exceed 2%.
Mr. Margolis is an Independent Trustee. If Mr. Light is also elected, the Trust
will have less than 60% interested Trustees and will no longer have to satisfy
these requirements. It is presently contemplated that the Trust will issue
multiple classes of securities. The Trustees may in the future adopt other
changes permitted to an investment company not bound by the requirements imposed
by the single independent trustee exemption.
Furthermore, the election of Mr. Light will provide the Trust with a
majority of Independent Trustees, a condition which may facilitate an
application for an exemption from the fund-of-fund restrictions of Section 12
(d)(1)(A) of the 1940 Act. See Proposal II "Investment Restrictions Relating to
Investments in Investment Companies". The SEC has issued a notice that indicates
that among the conditions necessary for the granting of such an exemption is a
majority of Independent Trustees.
-16-
<PAGE>
The term of office of each person elected as a Trustee will be until the
next meeting held for the purpose of electing Trustees and until his successor
is elected and qualified. Each of the nominees has agreed to serve as a Trustee
if elected. If any of the nominees should be unavailable for election at the
time of the meeting (which is not presently anticipated), the persons named as
proxies may vote for other persons in their discretion, or the Trustees may vote
to fix the number of Trustees at fewer than three.
REQUIRED VOTE. Pursuant to the Agreement and Declaration of Trust, 40% of
the shares entitled to vote, present in person or represented by proxy, shall
constitute a quorum. The election of trustees of the Trust will be by a
plurality of the shares of the Trust (all Funds of the Trust voting together as
a single class) present at the Special Meeting in person or by proxy.
TRUSTEES' RECOMMENDATION. The Trustees recommend a vote FOR each nominee.
TRUSTEES AND OFFICERS INFORMATION
In addition to Mr. Grantham, the other officers of the Trust are Eyk Van
Otterloo, Richard Mayo, Kingsley Durant, Susan Randall Harbert and William R.
Royer. Mr. Grantham serves as President-Domestic Quantitative. Mr. Van Otterloo
is presently a Trustee of the Trust and serves as President-International of the
Trust. Mr. Mayo serves as President - Domestic Active of the Trust. Mr. Durant
serves as Vice President, Treasurer and Secretary of the Trust. Ms. Harbert
serves as Secretary and Assistant Treasurer of the Trust. Mr. Royer serves as
Clerk of the Trust. Mr. Grantham, Mr. Van Otterloo, Mr. Mayo, Mr. Durant and Ms.
Harbert are Partners of GMO.
The chart on the following page sets forth further information regarding
the Trustees, nominees for Trustee and officers of the Trust.
-17-
<PAGE>
TRUSTEE AND OFFICER INFORMATION
<TABLE>
<CAPTION>
Trustee, Nominee Year First Served Experience for
or Officer Age as Trustee or Officer Last Five Years
<S> <C> <C> <C>
R. Jeremy Grantham* 57 1985 President - Domestic Quantitative and Trustee of the Trust.
Chairman of Trustees. Partner, Grantham, Mayo, Van Otterloo
& Co.
Harvey R. Margolis 53 1985 Trustee of the Trust. Mathematics Professor, Boston
College. Director of Graduate Program in Mathematics,
Boston College. Member, Executive Committee of Mathematics
Department, Boston College. Member, Boston College
Committee on Information Resources. Technology Consultant,
Lionhill II Associates. Authoring textbook concerning the
mathematics of modern finance and related topics.
Jay O. Light 54 ---- Professor of Business Administration, Harvard University.
Senior Associate Dean, Harvard University (1988-1992).
Trustee, Executive Committee, Finance Committee, TIAA/CREF.
Trustee, Baupost Fund. Director, Finance Committee, Harvard
Management Company. Trustee, Finance Committee, Brigham &
Women's Hospital. Director, United Asset Management.
Investment Committee (Chairman), Partners Health Care (Mass
General Hospital, Brigham & Women's Hospital). Director,
Private Family Holding Company. Consultant to Investment
Management Firms, Endowments and Pension Plan Sponsors.
Eyk Van Otterloo* 59 1987 President - International and Trustee of the Trust.
Partner, Grantham, Mayo, Van Otterloo & Co.
Richard Mayo* 53 1985 President - Domestic Active of the Trust. Partner,
Grantham, Mayo, Van Otterloo & Co.
Kingsley Durant* 64 1985 Vice President, Treasurer and Secretary of the Trust. Clerk
of the Trust (until May, 1995). Partner, Grantham, Mayo,
Van Otterloo & Co.
Susan Randall Harbert* 38 1995 Secretary and Assistant Treasurer of the Trust. Partner and
Manager of Fund Administration, Grantham, Mayo, Van
Otterloo & Co.
William R. Royer* 30 1995 Clerk of the Trust. General Legal Counsel, Grantham, Mayo,
Van Otterloo & Co. Associate, Ropes & Gray (September, 1992
- January, 1995).
</TABLE>
- ------------------
* Deemed to be "Interested persons" (as defined in the 1940 Act) of the Trust
and GMO.
-18-
<PAGE>
SHARE OWNERSHIP BY TRUSTEES, NOMINEES AND OFFICERS. The Trustees, the
nominees for Trustee and the officers of the Trust, as a group, own less than 1%
of any class of outstanding shares of the Trust.
MEETINGS OF THE BOARD. The Board of Trustees met three times during the
fiscal year ended February 29, 1996. None of the Trustees attended less than 75%
of the meetings.
The Trust does not have any audit, nominating, or compensation committees.
COMPENSATION AND INDEMNIFICATION. Each Independent Trustee of the Trust
receives an annual fee of $40,000 for serving as a Trustee. Mr. Margolis is
currently the only Trustee who is an Independent Trustee, and thus the only
Trustee compensated directly by the Trust. No other Trustee receives any direct
compensation from the Trust or any series thereof.
The Amended By-Laws of the Trust provide that the Trust will indemnify its
Trustees and Officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the
Trust, except if it is determined in the manner specified in the Agreement and
Declaration of Trust that they have not acted in good faith in the reasonable
belief that their actions were in the best interests of the Trust or that such
indemnification would relieve any officer or Trustee of any liability to the
Trust or its shareholders arising by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties.
MANAGEMENT OF THE TRUST
GRANTHAM, MAYO, VAN OTTERLOO & CO. Each Fund is advised and managed by GMO,
40 Rowes Wharf, Boston, Massachusetts 02110 which provides investment advisory
services to a substantial number of institutional and other investors. Each of
the following four general partners holds a greater than 5% interest in GMO: R.
Jeremy Grantham, Richard A. Mayo, Eyk Van Otterloo and Kingsley Durant. As
discussed above, each of those individuals serves as an Officer of the Trust.
Mr. Grantham and Mr. Van Otterloo currently serve as Trustees of the Trust, and
Mr. Grantham is a nominee for election as a Trustee.
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 Manger to the Consultant will
not affect the amounts payable by the Fund to the manager or the Fund's expense
ratio.
-19-
<PAGE>
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts has been
selected by the Trustees as the auditor of the Trust for the current fiscal
year. If requested in writing by any shareholder at least five days prior to the
meeting, a representative of Price Waterhouse will attend the meeting with the
opportunity to make a statement if desired and to respond to appropriate
questions.
II. INVESTMENT RESTRICTION RELATING TO
INVESTMENTS IN INVESTMENT COMPANIES
The Trustees recommend that the fundamental investment restrictions of the
Funds which relate to investment in securities of other registered investment
companies be changed to a uniform non-fundamental investment restriction which
permits greater flexibility with respect to investment in other investment
companies. The Pelican Fund currently has a fundamental investment restriction
that states that the Fund may not "[p]urchase the securities of any other
open-end investment companies, except as part of a plan of merger or
consolidation." All of the other Funds of the Trust currently have a fundamental
investment restriction that states that such funds may not:
Invest in securities of other investment companies, except by purchase
in the open market involving only customary brokers' commissions. For
purposes of this restriction, foreign banks or their agents or
subsidiaries are not considered investment companies. (Under the
Investment Company Act of 1940 (the "Investment Company Act") no
registered investment company may (a) invest more than 10% of its total
assets (taken at current value) in securities of other investment
companies, (b) own securities of any one investment company having a
value in excess of 5% of its total assets (taken at current value), or
(c) own more than 3% of the outstanding voting stock of any one
investment company.)
Shareholder approval is required to amend or eliminate a fundamental
restriction.
New investment vehicles sometimes arise that would be attractive
investments for each Fund but that may technically be registered investment
companies (as defined in the 1940 Act) and therefore be prohibited by these
investment restrictions. 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 provider. However, even though these securities may involve the
duplication of some fees and expenses, they can provide attractive investment
opportunities that, except for the restriction noted above, would be consistent
with the Fund's investment objective and policy. To permit maximum flexibility
to take advantage of future investment opportunities, the Trustees recommend
that each Fund's fundamental investment restriction with respect to investments
in investment companies be eliminated.
-20-
<PAGE>
If shareholders of a Fund approve the elimination of the current
restriction, the Trustees intend to adopt a non-fundamental investment
restriction for that Fund which would prohibit investment in the securities of
other registered open-end investment companies, except by purchase in the open
market including only customary brokers' commissions, and except as they may be
acquired as part of a merger or consolidation or acquisition of assets. For the
purposes of this restriction, foreign banks or their agents or subsidiaries
would not be considered investment companies. Such a non-fundamental restriction
could be amended or eliminated by the Trustees without a shareholder vote.
If the proposal were approved with respect to a Fund, absent an exemption,
the Fund would still be subject to Section 12(d)(1) of the 1940 Act, which
provides that a registered investment company may not acquire any security
issued by any other investment company if such purchase results in the
registered investment company owning (a) more than three percent (3%) of the
total voting stock of the acquired company; (b) securities of the acquired
company having a value of more than five percent (5%) of the assets of the
acquired company; or (c) securities issued by the acquired company and all other
investment companies having an aggregate value in excess of ten percent (10%) of
the value of the total assets of the acquiring company. The Trust and GMO have
filed an application seeking exemption from Section 12(d)(1)(A) to the extent
necessary to allow the creation of one or more asset allocating funds which
could invest in other GMO Funds (the "Underlying Funds") without regard to the
limits in Section 12(d)(1). As a condition of the exemptive relief requested, no
Underlying Fund would acquire securities of any other investment company in
excess of the limits contained in Section 12(d)(1) of the 1940 Act. There can be
no assurance that such exemptive relief will be granted.
REQUIRED VOTE. A Fund's fundamental investment restriction with respect to
investment in other investment companies will be eliminated and the
non-fundamental restriction will be implemented only if the proposal is approved
by a "majority of the outstanding voting securities" of the Fund, which for this
purpose, as provided by the 1940 Act, means the affirmative vote of the lesser
of (1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more
of the shares of the Fund present at the meeting if more than 50% of the Fund's
outstanding shares are present at the meeting in person or by proxy.
TRUSTEES' RECOMMENDATION. The Trustees recommend a vote FOR the proposal.
If shareholders of a Fund do not approve the proposal, the fundamental
investment restriction of that Fund with respect to investments in investment
companies will remain unchanged.
-21-
<PAGE>
III. INVESTMENT RESTRICTION RELATING TO
ILLIQUID AND RESTRICTED SECURITIES
AND REPURCHASE AGREEMENTS
The Trustees recommend that the Trust's fundamental investment restriction
with respect to restricted and illiquid securities and repurchase agreements,
which currently applies to all Funds other than the Global Bond Fund,
International Bond Fund, the Domestic Bond Fund, the Currency Hedged
International Bond Fund, the Currency Hedged International Core Fund, the Global
Hedged Equity Fund, the Emerging Country Debt Fund and The Pelican Fund, be
eliminated to permit the Trustees greater flexibility to respond to developments
in the securities markets and to recent changes in SEC rules and positions that
give mutual funds greater freedom to invest in restricted and illiquid
securities.
The Trust's current fundamental investment restriction states that those
Funds to which it applies may not "invest in (a) securities which at the time of
such investment are not readily marketable, (b) securities the disposition of
which is restricted under federal securities laws, and (c) repurchase agreements
maturing in more than seven days if, as a result, more than 10% of the Fund's
total assets (taken at current value) would then be invested in securities
described in (a), (b) and (c) above."
The Securities and Exchange Commission ("SEC") has long taken the position
that an open-end investment company should limit its investments in illiquid
securities because such securities may present problems of accurate valuation
and because it is possible that the investment company would have difficulty
satisfying the redemption of its shares within seven days. The staff has also
stated its view that repurchase agreements maturing in more than seven days are
illiquid. It had been the SEC's position that an open-end investment company
should not invest more than 10% of its assets in illiquid securities. In March
1992 the SEC revised its position to permit an open-end investment company to
invest up to 15% of its assets in illiquid securities. In general, illiquid
securities have included restricted securities and those securities for which
there is no readily available market.
In recognition of the increased size and liquidity of the institutional
markets for unregistered securities and the importance of institutional
investors in the capital formation process, the SEC has also adopted Rule 144A,
which is designed to facilitate efficient trading of restricted securities among
institutional investors. Rule 144A allows for a broad institutional trading
market for restricted securities. In adopting Rule 144A, the SEC specifically
stated that restricted securities traded under Rule 144A may be treated as
liquid for purposes of investment limitations of investment companies if the
trustees of the investment company determine that the securities are, in fact,
liquid. The Trustees of the Trust have delegated to GMO the daily function of
determining and monitoring liquidity of restricted securities. The Trustees,
however, will retain general oversight and be ultimately responsible for the
determinations.
-22-
<PAGE>
As the securities markets evolve and new types of instruments are
developed, GMO believes that the Trust's present restriction may become
overbroad and unnecessarily restrictive. The fact that a security may be
restricted will not necessarily adversely affect either the liquidity of such
investment or the ability of the Trust to determine the value of such
investment. As institutional markets develop, the Trust could be unnecessarily
constrained by its current investment restriction if the institutional
restricted securities markets provided both readily ascertainable values for
restricted securities and the ability to reduce an investment to cash in order
to satisfy Fund share redemption orders on a timely basis.
In order to be able to take advantage of these regulatory initiatives and
the increasingly liquid institutional trading markets for restricted securities,
the Trustees recommend that the Trust's fundamental investment restriction
limiting each Fund's investment to 10% of its total assets in restricted and
illiquid securities and repurchase agreements be eliminated. If shareholders
approve the proposed elimination of the fundamental restriction, the Trust
intends to adopt a non-fundamental policy that will enable a Fund to invest up
to 15% of its net assets in illiquid securities, or such lower percentage
permitted by the states in which shares are registered for sale. Such a
non-fundamental investment restriction could be amended or eliminated by the
Trustees without a shareholder vote.
As of this date, most state restrictions limit investment in illiquid
securities to 15% of net assets. Certain state securities laws may limit the
ability of the Trust to invest more than 10% of total assets in restricted
securities, including restricted securities that are readily marketable. On the
date of this proxy statement, the securities thought to be included in the 15%
limit on investment in 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 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. If the proposed amendment is approved, this investment
practice could have the effect of increasing the level of illiquidity of the
Trust's portfolio securities to the extent that institutional investors become
uninterested, for a time, in purchasing these restricted securities.
REQUIRED VOTE. Approval of this proposal with respect to a Fund will
require the affirmative vote of a "majority of the outstanding voting
securities" of such Fund voting separately, which for this purpose, as provided
by the 1940 Act, means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund, or (2) 67% or more of the shares of the
Fund present at the meeting if more than 50% of the Fund's outstanding shares
are present at the meeting in persons or by proxy.
TRUSTEE'S RECOMMENDATION. The Trustees recommend a vote FOR the proposal.
If shareholders do not approve the proposal, the fundamental investment
restriction of the Trust with respect to investments in restricted securities
will remain unchanged.
-23-
<PAGE>
IV. INVESTMENT RESTRICTION RELATING TO BORROWING MONEY
The Trustees of the Trust recommend that shareholders of each Fund approve
an amendment to the fundamental investment restriction relating to borrowing
which would provide each of these Funds with greater flexibility in borrowing
money by increasing borrowing limits to the maximum level permitted by the 1940
Act and clarifying each such Fund's ability to employ reverse repurchase
agreements, dollar rolls, and other similar leveraging techniques. The current
fundamental investment restriction of each of these Funds with regard to
borrowing money prevents each of them from borrowing in excess of 10% of their
respective total asset values, and then only as a temporary measure.
The current fundamental restriction of the Pelican Fund states that it
may not:
Borrow money except for temporary purposes where investment transactions
might advantageously require it. Any such loan may not be for a period
in excess of 60 days, and the aggregate amount of all outstanding loans
may not at any time exceed 10% of the value of the total assets of the
Fund at the time any such loan is made.
The current fundamental restriction of the Funds other than the Pelican
Fund states that they may not:
Borrow money in excess of 10% of the value (taken at the lower of cost
or current value) of the Fund's total assets (not including the amount
borrowed) at the time the borrowing is made, and then only from banks as
a temporary measure to facilitate the meeting of redemption requests
(not for leverage) which might otherwise require the untimely
disposition of portfolio investments or for extraordinary or emergency
purposes. Such borrowings will be repaid before any additional
investments are purchased.
The Trustees of the Trust recommend that the current fundamental
policies be replaced by a uniform fundamental policy which would state that a
fund may not:
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 of such Fund (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 borrowing 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
-24-
<PAGE>
and other similar investment techniques) without regard to the asset
coverage restriction described in (i) above, so long as and to the
extent that the transactions do not constitute "senior securities" under
the 1940 Act. Under current pronouncements of the 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.
If the proposal is approved, the new investment restriction will make it
clear that each Fund will be authorized to enter into dollar rolls and reverse
repurchase agreements. A dollar roll is a transaction in which a Fund sells
securities for delivery in the current month and simultaneously contracts to
repurchase substantially similar securities on a specified future date. In the
case of dollar rolls involving mortgaged-related securities, the
mortgage-related securities that are purchased typically will be of the same
type and will have the same or similar interest rate and maturity as those sold,
but will be supported by different pools of mortgages. The Fund would forego
principal and interest paid during the roll period on the securities sold in a
dollar roll, but would be compensated by the difference between the current
sales price and the price for the future purchase as well as by any interest
earned on the proceeds of the securities sold. The Fund could also be
compensated through the receipt of fee income.
Reverse repurchase agreements are transactions in which a Fund sells
securities to a bank or dealer and agrees to repurchase them at a mutually
agreed upon date and price. Generally, the effect of such a transaction is that
the fund can recover all or most of the cash invested in the portfolio
securities involved during the term of the reverse repurchase agreement, while
it will be able to keep the interest income associated with those portfolio
securities. Such transactions are advantageous if the interest cost to the Fund
of the reverse repurchase transaction is less than the cost of otherwise
obtaining cash.
To the extent that a Fund enters into reverse repurchase agreements, dollar
rolls and other similar investment techniques, it currently intends to establish
a segregated account with its custodian in which it will maintain cash and/or
liquid high grade debt securities equal in value to its obligations in respect
of these transactions. Placing securities rather than cash in the segregated
account may have a leveraging effect on the Fund's net asset value per share.
Dollar rolls and reverse repurchase agreements also involve the risk that
the market value of the securities that the fund is obligated to repurchase
under the agreement may decline below the repurchase price. In the event the
buyer of securities under a dollar roll or reverse repurchase agreement files
for bankruptcy or becomes insolvent, the Fund's use of the proceeds of the
agreement may be restricted pending a determination by the other party, its
trustee or receiver, whether to enforce the Fund's obligation to repurchase the
securities.
-25-
<PAGE>
The Funds would also be authorized to borrow an additional 5% of total
assets from a bank or other lender without regard to the foregoing asset
coverage limitation for temporary purposes, such as for the clearance and
settlement of portfolio transactions and to meet shareholder redemption
requests. A Fund would only exercise its borrowing authority when GMO believes
that such borrowings will benefit the Fund, after taking into account
considerations such as interest expense and possible gains or losses to the fund
as a result of the transaction.
Leveraging creates an opportunity for increased net income. To the extent
the income from securities purchased with borrowings exceeds the interest the
Fund will have to pay, the Fund's net income will be greater than if borrowings
were not used. It also provides a Fund greater flexibility in purchasing
securities as borrowing might allow it to purchase additional portfolio
securities without having to immediately liquidate current holdings.
At the same time, leveraging creates special risk considerations. For
example, borrowing that enables a Fund to purchase additional portfolio
securities may exaggerate changes in the value of the Fund's net assets and in
the yield on the Fund's portfolio which would result in greater volatility of
the Fund's net asset value. Although the principal of such borrowings will be
fixed, the Fund's assets may change in value during the time the borrowing is
outstanding. Borrowing will create interest expenses for the borrowing Fund
which could, at times, exceed the income from the assets retained in which event
the net income of the Fund would be less than if borrowings were not used. In
such cases, the amount available for distribution to shareholders as dividends
would be reduced. In addition, borrowing may result in higher volatility of the
Fund's net asset value.
Each Fund expects that some of its borrowings may be made on a secured
basis, if GMO believes that the terms of such borrowings, taken as a whole,
would benefit the borrowing Fund. In such situations, either the custodian of
the Fund's assets will segregate the pledged assets for the benefit of the
lender, or arrangements will be made with either (i) the lender to act as a
subcustodian if the lender is a bank or otherwise qualifies as a custodian of
investment company assets or (ii) a suitable custodian.
Although the new fundamental investment restriction proposed for the Funds
would give them the maximum flexibility permitted under the 1940 Act, the
operations of the Funds would still be subject to whatever additional
non-fundamental policies are approved from time to time by the Trustees.
REQUIRED VOTE. Approval of this proposal with respect to a Fund will
require the affirmative vote of a "majority of the outstanding voting
securities" of such Fund voting separately, which for this purpose, as provided
by the 1940 Act, means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund, or (2) 67% or more of the
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<PAGE>
shares of the Fund present at the meeting if more than 50% of the Fund's
outstanding shares are present at the meeting in persons or by proxy.
TRUSTEE'S RECOMMENDATION. The Trustees recommend a vote FOR the proposal.
If shareholders do not approve the proposal, the fundamental investment
restriction of the Trust with respect to investments in restricted securities
will remain unchanged.
V. INVESTMENT RESTRICTION RELATING TO PLEDGING, HYPOTHECATING,
MORTGAGING, OR OTHERWISE ENCUMBERING ASSETS
The Trustees recommend that the shareholders of each Fund other than the
Pelican Fund approve a proposal to make non-fundamental the investment
restriction relating to pledging, hypothecating, mortgaging or otherwise
encumbering assets. The current fundamental restriction applies to each Fund
other than the Pelican Fund and states that such Funds may not:
Pledge, hypothecate, mortgage or otherwise encumber its assets in excess
of 10% of the Fund's total assets (taken at cost) and then only to
secure [permitted] borrowings..... (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 other
encumbrance.) (For the purposes of this restriction, collateral
arrangements with respect to 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.)
This proposal would allow the Trustees to increase the ability of the Funds
to pledge, mortgage, hypothecate or otherwise encumber assets and provide the
Funds with greater flexibility in securing borrowings and entering collateral
arrangements for swap agreements and other transactions. If this proposal is
approved, the Trust intends to adopt a non-fundamental policy which would limit
to 33-1/3% the percentage of assets of each Fund that could be pledged,
hypothecated, mortgaged or otherwise encumbered. In addition to the collateral
arrangements not considered to be a pledge or encumbrance of assets under the
current policy, swap agreement collateral arrangements would not be deemed to be
a pledge or other encumbrance of asset under the new non-fundamental policy.
The risks in pledging, hypothecating, mortgaging or otherwise encumbering
assets consist of the possible delay in recovery of the assets or the possible
loss of rights in the assets should the entity to whom the assets are pledged,
hypothecated, mortgaged or otherwise encumbered fail financially.
-27-
<PAGE>
REQUIRED VOTE. Approval of this proposal with respect to a Fund will
require the affirmative vote of a "majority of the outstanding voting
securities" of such Fund voting separately, which for this purpose, as provided
by the 1940 Act, means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund, or (2) 67% or more of the shares of the
Fund present at the meeting if more than 50% of the Fund's outstanding shares
are present at the meeting in persons or by proxy.
TRUSTEE'S RECOMMENDATION. The Trustees recommend a vote FOR the proposal.
If shareholders do not approve the proposal, the fundamental investment
restriction of the Trust with respect to investments in restricted securities
will remain unchanged.
VI. INVESTMENT RESTRICTION RELATING TO INVESTMENTS
IN ANY ONE ISSUER
The Trustees recommend that the fundamental investment restrictions 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 Pelican Fund, the Japan Fund and the Currency Hedged
International Core Fund (the "Affected Funds") which limit the size of
investment in any single one issuer be made non-fundamental. Under the current
fundamental restrictions, (i) each of the Affected Funds other than the Japan
Fund and the Currency Hedged International Core Fund may not invest more than 5%
of the relevant Fund's total assets in the securities of any one issuer,
although 25% of the assets of each of these Affected Funds other than the
Pelican Fund may be invested without regard to this restriction and (ii) with
respect to all of its assets, each of the Affected Funds (including the Japan
Fund and the Currency International Core Fund) may not own more than 10% of the
outstanding voting securities of any single issuer.
The current fundamental policy of each of the Core Fund, the Tobacco-Free
Core Fund, the Core II Secondaries Fund, the Fundamental Value Fund, and the
International Core Fund, and the International Small Companies Fund states that
"(i) no more than 5% of the relevant Fund's assets will be invested in the
securities of any one issuer, although up to 25% of each Fund's assets may be
invested without regard to this restriction and (ii) the Fund may not own more
than 10% of the outstanding voting securities of any single issuer."
The current fundamental investment restriction of the Pelican Fund states
that it will not "invest more than 5% of the value of its total assets in the
securities of any one issuer (except obligations of domestic banks or the U.S.
Government, its agencies, authorities and instrumentalities [or] [h]old more
than 10% of the voting securities of any one issuer (except
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<PAGE>
obligations of domestic banks or the U.S. Government, its agencies, authorities
and instrumentalities)."
The current fundamental policy of the Japan Fund and the Currency
Hedged International Core Fund states that these Funds will not "acquire more
than 10% of the voting securities of any issuer."
This proposal would provide the Trustees with the flexibility to allow
an Affected Fund to hold more of each investment should GMO determine that it is
desirable for such Fund to do so. This may be particularly useful in a situation
where GMO feels particularly optimistic about a security and/or when market
conditions are such that it is difficult to identify a large number of
attractive investments. Of course, if the Trustees later change this investment
policy to allow for proportionately larger investments in the securities of a
single issuer with respect to any Funds, a Fund net asset value per share would
be more affected by changes in the value of, and market, credit and business
developments with respect to, that issuer. In addition, if a Fund were to own a
substantial percentage of an issuer's voting or other securities, there is a
risk that the liquidity of those securities would be reduced and would possibly
make meeting shareholder redemptions more difficult and/or prevent a Fund from
obtaining fair market value for its securities when disposing of them. Moreover,
the less diversified a Fund's investments, the more volatile its net asset value
is likely to be.
Allowing the Trustees to change this policy will be subject to the
status of each of the Affected Funds, other than the GMO Japan Fund and the GMO
Currency Hedged International Core Fund, as diversified investment companies
under the 1940 Act. Under the 1940 Act, with respect to 75% of total assets of a
diversified investment company, (i) no more than 5% of such assets may be
invested in the securities of any one issuer and (ii) an investment in any
single issuer may not represent more than 10% of that issuer's outstanding
voting securities. Thus, for diversified investment companies, 25% of total
assets would not be subject to either limitation. The GMO Japan Fund and GMO
Currency Hedged International Core Fund are not diversified investment companies
and are not subject to these limitations. However, as regulated investment
companies, all of the Affected Funds, including the Japan Fund and the Currency
Hedged International Core Fund, are subject to the limitations of Section 851(b)
of the Internal Revenue Code. Pursuant to Section 851(b), at the end of each
quarter of the taxable year, no more than 25% of total assets may be invested in
the securities of any one issuer (other than Government securities or securities
of other regulated investment companies) and with respect to 50% of total assets
of a regulated investment company, (i) not more than 5% of such assets may be
invested in the securities of any one issuer and (ii) not more than 10% of the
voting securities of any one issuer may be acquired.
REQUIRED VOTE. Approval of this proposal with respect to a Fund will
require the affirmative vote of a "majority of the outstanding voting
securities" of such Fund voting
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<PAGE>
separately, which for this purpose, as provided by the 1940 Act, means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund, or (2) 67% or more of the shares of the Fund present at the meeting if
more than 50% of the Fund's outstanding shares are present at the meeting in
persons or by proxy.
TRUSTEE'S RECOMMENDATION. The Trustees recommend a vote FOR the proposal.
If shareholders do not approve the proposal, the fundamental investment
restriction of the Trustee with respect to investments in restricted securities
will remain unchanged.
VII. MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought before
the Special Meeting. However, if any other matters properly come before the
Special Meeting, it is their intention that proxies which do not contain
specific restrictions to the contrary will be voted on such matters in
accordance with the judgment of the persons named in the enclosed form of proxy.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders and the Trust does not currently intend to
hold such a meeting in 1996. Shareholder proposals for inclusion in the Trust's
proxy statement for any subsequent meeting must be received by the Trust a
reasonable period of time prior to any such meeting.
QUORUM AND METHODS OF TABULATION. Pursuant to the Agreement and Declaration
of Trust, unless a larger quorum is required by law, 40% of the shares entitled
to vote, present in person or represented by proxy, constitutes a quorum for the
transaction of business at the Meeting. Votes cast by proxy or in person at the
meeting will be counted by persons appointed by the Trust as tellers (the
"Tellers") for the Meeting.
The Tellers will count the total number of votes cast "for" approval of the
proposals for purposes of determining whether sufficient affirmative votes have
been cast. The Tellers will count shares represented by proxies that reflect
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
the persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter) as shares that are present
and entitled to vote on the matter for purposes of determining the presence of a
quorum. With respect to Proposal I, neither abstentions nor broker non-votes
have any effect on the outcome of the proposal. With respect to the other
proposals, abstentions and broker non-votes have the effect of negative votes on
the proposal.
-30-
<PAGE>
ADJOURNMENT. In the event that a quorum and/or sufficient votes in favor of
any of the proposals set forth in the Notice of the Special Meeting are not
received by the time scheduled for the Special Meeting, the persons named as
proxies may propose one or more adjournments of the Special Meeting for a period
or periods of not more than 60 days in the aggregate to permit further
solicitation of proxies with respect to any of such proposals. Any such
adjournments will require the affirmative vote of a majority of the votes cast
on the question in person or by proxy at the session of the meeting to be
adjourned, as required by the Agreement and Declaration of Trust. The persons
named as proxies will vote in favor of such adjournment those proxies which they
are entitled to vote in favor of such proposals. They will vote against any such
adjournment those proxies required to be voted against any of such proposals.
While the costs of any such additional solicitation and of any adjourned session
will initially be borne by the Trust, because GMO has voluntarily undertaken 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 brokerage commissions, extraordinary expenses (including
taxes), securities lending fees and expenses and transfer taxes; and, in the
case of the Japan Fund, Emerging Markets Fund, Foreign Fund and Global Hedged
Equity Fund, excluding custodial fees; and, in the case of the Global Hedged
Equity Fund only, also excluding hedging transaction fees) would otherwise
exceed a certain percentage of that Fund's daily net assets, in effect such
costs may be borne by GMO.
April 16, 1996
-31-
<PAGE>
FUND 1
GMO TRUST
GMO CORE FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Core Fund which
the undersigned would be entitled to vote if personally present. THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS II,
III, IV, V AND VI AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-1-
<PAGE>
FUND 2
GMO TRUST
GMO TOBACCO-FREE CORE FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Tobacco-Free Core
Fund which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, III, IV, V AND VI AND FOR ELECTING TRUSTEES AS SET FORTH IN
PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-2-
<PAGE>
FUND 3
GMO TRUST
GMO VALUE ALLOCATION FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Value Allocation
Fund which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, III, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL
I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-3-
<PAGE>
FUND 4
GMO TRUST
GMO GROWTH ALLOCATION FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Growth Allocation
Fund which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, III, IV, AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL
I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-4-
<PAGE>
FUND 5
GMO TRUST
GMO U.S. SECTOR ALLOCATION FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO U.S. Sector
Allocation Fund which the undersigned would be entitled to vote if personally
present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS II, III, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH
IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-5-
<PAGE>
FUND 6
GMO TRUST
GMO CORE II SECONDARIES FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Core II
Secondaries Fund which the undersigned would be entitled to vote if personally
present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS II, III, IV, V AND VI AND FOR ELECTING TRUSTEES AS SET
FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-6-
<PAGE>
FUND 7
GMO TRUST
GMO FUNDAMENTAL VALUE FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Fundamental Value
Fund which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, III, IV, V AND VI AND FOR ELECTING TRUSTEES AS SET FORTH IN
PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-7-
<PAGE>
FUND 8
GMO TRUST
GMO INTERNATIONAL CORE FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO International Core
Fund which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, III, IV, V AND VI AND FOR ELECTING TRUSTEES AS SET FORTH IN
PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-8-
<PAGE>
FUND 9
GMO TRUST
GMO CURRENCY HEDGED INTERNATIONAL CORE FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Currency Hedged
International Core Fund which the undersigned would be entitled to vote if
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS II, IV, V AND VI AND FOR ELECTING TRUSTEES AS SET FORTH IN
PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-9-
<PAGE>
FUND 11
GMO TRUST
GMO INTERNATIONAL SMALL COMPANIES FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO International
Small Companies Fund which the undersigned would be entitled to vote if
personally present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS II, III, IV, V AND VI AND FOR ELECTING
TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-10-
<PAGE>
FUND 12
GMO TRUST
GMO JAPAN FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Japan Fund which
the undersigned would be entitled to vote if personally present. THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS II,
III, IV, V AND VI AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. PLEDGING OR OTHERWISE BORROWING MONEY |_| |_| |_|
V. ENCUMBERING ASSETS |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-11-
<PAGE>
FUND 13
GMO TRUST
GMO EMERGING MARKETS FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Emerging Markets
Fund which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, III, IV, AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL
I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-12-
<PAGE>
FUND 14
GMO TRUST
GMO GLOBAL HEDGED EQUITY FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Global Hedged
Equity Fund which the undersigned would be entitled to vote if personally
present. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS II, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN
PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-13-
<PAGE>
FUND 15
GMO TRUST
GMO DOMESTIC BOND FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Domestic Bond Fund
which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-14-
<PAGE>
FUND 16
GMO TRUST
GMO SHORT-TERM INCOME FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Short-Term Income
Fund which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, III, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL
I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
III. INVESTMENT IN RESTRICTED SECURITIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-15-
<PAGE>
FUND 17
GMO TRUST
GMO INTERNATIONAL BOND FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO International Bond
Fund which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-16-
<PAGE>
FUND 18
GMO TRUST
GMO CURRENCY HEDGED INTERNATIONAL BOND FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Currency Hedged
Interantional Bond Fund which the undersigned would be entitled to vote if
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS II, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-17-
<PAGE>
FUND 19
GMO TRUST
GMO EMERGING COUNTRY DEBT FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Emerging Country
Debt Fund which the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS II, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-18-
<PAGE>
FUND 21
GMO TRUST
THE PELICAN FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the The Pelican Fund which
the undersigned would be entitled to vote if personally present. THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS II,
IV, AND VI AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
VI. INVESTMENT IN A SINGLE ISSUER |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-19-
<PAGE>
FUND 22
GMO TRUST
GMO GLOBAL BOND FUND
Proxy for a Meeting of Shareholders, May 22, 1996
The undersigned hereby appoints William R. Royer and Julie Perniola,
and each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Meeting of Shareholders of GMO Trust on May 22, 1996 at 2:00 P.M. Boston time
and at any adjournments thereof, all of the shares of the GMO Global Bond Fund
which the undersigned would be entitled to vote if personally present. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS II, IV AND V AND FOR ELECTING TRUSTEES AS SET FORTH IN PROPOSAL I.
PLEASE SIGN YOUR NAME EXACTLY AS IT
APPEARS ON THIS PROXY. If the shares are
registered in more than one name, each
joint owner or each fiduciary should sign
personally. Only authorized persons should
sign for corporations.
Dated:___________________________, 1996
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR
electing all of the nominees for Trustees and FOR the other proposals below:
I. ELECTION OF |_| FOR electing the |_| WITHHOLD AUTHORITY to
TRUSTEES three nominees except vote for all nominees
as marked to the listed below
contrary below
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
DRAW A LINE THROUGH THAT NOMINEE'S NAME.
Nominees:
(A) R. Jeremy Grantham (B) Harvey R. Margolis (C) Jay O. Light
<TABLE>
<CAPTION>
PROPOSAL TO AMEND OR MAKE NON-FUNDAMENTAL THE FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT POLICY RELATING TO:
<S> <C> <C> <C>
II. INVESTMENT IN INVESTMENT COMPANIES |_| |_| |_|
IV. BORROWING MONEY |_| |_| |_|
V. PLEDGING OR OTHERWISE ENCUMBERING ASSETS |_| |_| |_|
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE PLEASE SIGN AND DATE THE
SIGN THE REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT REVERSE SIDE OF THIS CARD.
OF THE NOTICE OF THE MEETING AND THE ACCOMPANYING PROXY STATEMENT.
</TABLE>
-20-
