GMO TRUST
497, 1996-02-09
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                                   GMO TRUST

                       SUPPLEMENT DATED FEBRUARY 7, 1996
                                       TO
                        PROSPECTUS DATED JANUARY 1, 1996


GMO Short-Term Income Fund and GMO Foreign Fund - Fee Changes

         Effective February 7, 1996, Grantham, Mayo, Van Otterloo & Co. ("GMO"),
will amend its voluntary fee waiver and expense limitation policy to effectively
lower the total fees of the GMO Short-Term Income Fund and the GMO Foreign Fund,
as described below:

GMO Short-Term  Income Fund: Total Fund Operating  Expenses will be lowered from
0.25% to 0.20%.

GMO Foreign  Fund:  While the expense  limitation  will remain at 0.75% for this
Fund,  the  limitation  will now  include  custodial  expenses,  which have been
estimated  to be 0.13%  during the Fund's first year of  operations.  Thus,  the
Total Fund Operating  Expenses have  effectively  been lowered from an estimated
0.88% during the first year to 0.75%. The GMO Foreign Fund has not yet commenced
operations but is expected to be open in April.


Attached  to  this  Supplement  is a  revised  Schedule  of  Fees  and  Expenses
reflecting the changes described above.

<PAGE>


                                 SCHEDULE OF FEES AND EXPENSES

<TABLE>
<CAPTION>
GMO FUND NAME                     SHAREHOLDER TRANSACTION EXPENSES        ANNUAL FUND OPERATING EXPENSES

                                  Cash Purchase
                                  Premium (as a     Redemption Fees      Management             Total Fund
                                  percentage of   (as a percentage of  Fees after Fee   Other    Operating
                                amount invested)1  amount redeemed)2      Waiver3     Expenses3  Expenses3
<S>                                   <C>              <C>                 <C>           <C>       <C>
Core Fund                              .17%             None               .45%          .03%      .48%                             

Tobacco-Free Core Fund                 .17%             None               .23%          .25%      .48%    
                                                                                                
Value Allocation Fund                  .15%             None               .56%          .05%      .61%    
                                                                                                
Growth Allocation Fund                 .17%             None               .42%          .06%      .48%    
                                                                                                
U.S. Sector Allocation Fund            .17%             None               .40%          .08%      .48%    
                                                                                                
Core II Secondaries Fund               .75%             .75%               .39%          .09%      .48%    
                                                                                                
Fundamental Value Fund                 .15%             None               .68%          .07%      .75%    
                                                                                                
International Core Fund                .75%             None               .59%7         .10%7     .69%    
                                                                                                
Currency Hedged                                                                                 
  International Core Fund              .75%             None               .43%          .26%12    .69%    
                                                                                                
Foreign Fund                           None             None               .57%          .18%12    .75%    
                                                                                                
International Small                                                                             
    Companies Fund                    1.25%             .75%               .47%          .29%      .76%    
                                                                                                
Japan Fund                             .40%             .70%               .58%11        .30%9     .88%    
                                                                                                
Emerging Markets Fund                 1.60%             .40%6              .98%7         .58%7    1.56%    
                                                                                                
Global Hedged                                                                                   
    Equity Fund                        .60%            1.40%5              .61%          .19%4     .80%    
                                                                                                
Domestic Bond Fund                     None             None               .21%          .04%4     .25%    
                                                                                                
Short-Term Income Fund                 None             None               .01%13        .19%      .20%13    
                                                                                                
International Bond Fund                .15%             None               .19%          .21%      .40%    
                                                                                                
Currency Hedged                                                                                 
    International Bond Fund            .15%             None               .28%          .12%4     .40%    
                                                                                                
Global Bond Fund                       .15%             None               .05%          .29%12    .34%    
                                                                                                
Emerging Country                                                                                
    Debt Fund                          .50%             .25%8              .29%          .21%10    .50%
                                                                                                
Core Emerging Country                                                                           
   Debt Fund                           .40%             None               .00%          .45%12    .45%
</TABLE>


                         SCHEDULE OF FEES AND EXPENSES (Continued)
<TABLE>
<CAPTION>
                                                             EXAMPLES

                                  You would pay the following
                                  expenses on a $1,000 invest-      You would pay the following
                                  ment assuming 5% annual           expenses on the same
                                  return with redemption at the     investment assuming no
                                  end of each time period:          redemption:

                                  1Yr.    3 Yr.   5 Yr.    10 Yr.   1 Yr.   3 Yr.   5 Yr.    10 Yr.

<S>                               <C>     <C>     <C>      <C>      <C>     <C>     <C>      <C>
Core Fund                         $7      $17     $29      $62      $7      $17     $29      $62 
                                                                                          
Tobacco-Free Core Fund            $7      $17     $29      $62      $7      $17     $29      $62 
                                                                                          
Value Allocation Fund             $8      $21     $35      $78      $8      $21     $35      $78
                                                                                          
Growth Allocation Fund            $7      $17     $29      $62      $7      $17     $29      $62
                                                                                          
U.S. Sector Allocation Fund       $7      $17     $29      $62      $7      $17     $29      $62
                                                                                          
Core II Secondaries Fund          $20     $31     $43      $79      $12     $23     $34      $67
                                                                                          
Fundamental Value Fund            $9      $25     $43      $94      $9      $25     $43      $94
                                                                                          
International Core Fund           $15     $29     $46      $93      $15     $29     $46      $93
                                                                                          
Currency Hedged                                                                           
  International Core Fund         $15     $29                       $15     $29           
                                                                                          
Foreign Fund                      $8      $24                       $8      $24           
                                                                                          
International Small                                                                       
    Companies Fund                $28     $45     $63      $117     $20     $36     $54      $106
                                                                                          
Japan Fund                        $20     $40     $61      $122     $13     $32     $53      $112
                                                                                          
Emerging Markets Fund             $36     $69     $104     $204     $32 1   $65     $100     $199
                                                                                          
Global Hedged                                                                             
    Equity Fund                   $29     $47     $67      $125     $14     $31     $50      $104
                                                                                          
Domestic Bond Fund                $3      $8      $14      $32      $3      $8      $14      $32
                                                                                          
Short-Term Income Fund            $2      $6      $11      $26      $2      $6      $11      $26
                                                                                          
International Bond Fund           $6      $14     $24      $52      $6      $14     $24      $52
                                                                                          
Currency Hedged                                                                           
    International Bond Fund       $6      $14     $24      $52      $6      $14     $24      $52
                                                                                          
Global Bond Fund                  $5      $12                       $5      $12           
                                                                                          
Emerging Country                                                                          
    Debt Fund                     $13     $24     $36      $71      $10     $21     $33      $68
                                                                                          
Core Emerging Country                                                                     
   Debt Fund                      $9      $18                       $9      $18           
</TABLE>


                          SCHEDULE OF FEES AND EXPENSES
                                   Footnotes

1   Applies only with respect to certain  cash  transactions  as set forth under
    the heading "Purchase of Shares". The Manager may waive purchase premiums if
    there are minimal  brokerage and  transaction  costs  incurred in connection
    with the purchase.  Normally, no purchase premium is charged with respect to
    in-kind purchases of Fund shares.  However, in the case of in-kind purchases
    involving  transfers  of large  positions  in  markets  where  the  costs of
    re-registration  and/or other transfer  expenses are high, the International
    Core Fund,  Currency Hedged  International  Core Fund,  International  Small
    Companies  Fund,  Japan Fund and Global Hedged Equity Fund may each charge a
    premium  of 0.10% and the  Emerging  Markets  Fund may  charge a premium  of
    0.20%.

2   The  Manager  may  waive  redemption  fees as set forth  under  the  heading
    "Redemption of Shares" if there are minimal  brokerage and transaction costs
    incurred in connection with the redemption.

3   The Manager 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 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 the  percentage of that
    Fund's daily net assets  specified  below.  Therefore so long as the Manager
    agrees  so to  reduce  its fee  and  bear  certain  expenses,  total  annual
    operating  expenses (subject to such exclusions) of the Fund will not exceed
    these stated limitations. The Manager has also voluntarily undertaken, until
    further notice, to limit its management fee for the Emerging Markets Fund to
    0.98%  regardless of the total operating  expenses of the Fund.  Absent such
    undertakings,  management  fees  for  each  Fund  and the  annual  operating
    expenses for each Fund would be as shown below.

<TABLE>
<CAPTION>
                                                                           Total Fund
                                           Voluntary       Management       Operating
                                            Expense        Fee (Absent       Expenses
      Fund                                   Limit           Waiver)     (Absent Waiver)
<S>                                        <C>              <C>               <C>
Core Fund                                   .48%             .525%             .553%

Tobacco-Free Core Fund                      .48%             .50%              .75% 

Value Allocation Fund                       .61%             .70%              .75% 

Growth Allocation Fund                      .48%             .50%              .56% 

U.S. Sector Allocation Fund                 .48%             .49%              .57% 

Core II Secondaries Fund                    .48%             .50%              .59% 

Fundamental Value Fund                      .75%             .75%              .82% 

International Core Fund                     .69%             .75%              .84% 

Currency Hedged                                                         
  International Core Fund                   .69%             .75%             1.01% 

Foreign Fund                                .75%             .75%              .93% 

International Small Companies Fund          .75%            1.25%             1.54%

Japan Fund                                  .69%             .75%             1.05%

Emerging Markets Fund                      1.20%            1.00%             1.58% 

Global Hedged Equity Fund                   .65%             .65%              .84% 

Domestic Bond Fund                          .25%             .25%              .29%                                      

Short-Term Income Fund                      .20%             .25%              .44%                                      

International Bond Fund                     .40%             .40%              .61%                                      

Currency Hedged International                                                       
  Bond Fund                                 .40%             .50%              .62%                                              

Global Bond Fund                            .34%             .35%              .64%                                      

Emerging Country Debt Fund                  .50%             .50%              .71% 

Core Emerging Country Debt Fund             .45%             .45%              .90%      
</TABLE>

4   Based on estimated  amounts for the Fund's first complete  fiscal year based
    on actual expenses incurred through August 31, 1995.

5   May be reduced if it is not  necessary to incur costs  relating to the early
    termination of hedging  transactions  to meet redemption  requests.  

6   Applies only to shares acquired on or after June 1, 1995  (including  shares
    acquired by  reinvestment  of dividends or other  distributions  on or after
    such date).

7   Figure based on actual  expenses for the fiscal year ended February 28, 1995
    but  restated  to give effect to a change in the fee waiver  and/or  expense
    limitation  of the Fund,  which  change was  effective  as of June 27, 1995.

8   Applies only to shares acquired on or after July 1, 1995  (including  shares
    acquired by  reinvestment  of dividends or other  distributions  on or after
    such date).

9   Restated to reflect higher expenses anticipated for the current fiscal year.

10  Based on expenses during the period ended February 28, 1995.

11  Figure based on actual expenses for the fiscal year ended February 28, 1995,
    but  restated  to give effect to a change in the fee waiver  and/or  expense
    limitation  of the Fund,  which  change is  effective as of the date of this
    prospectus. 

12  Based on estimated amounts for the Fund's first fiscal year.

13  Figure based on actual expenses for the fiscal year ended Feburary 28,1995,
    but restated to give effect to a change  in  the fee waiver  and/or expense
    limitation of the Fund, which change was effective February 7, 1996.

    Unless  otherwise  noted,  Annual Fund  Operating  Expenses shown are actual
expenses for the year ended February 28, 1995.  Where a purchase  premium and/or
redemption fee is indicated as being charged by a Fund in certain instances, the
foregoing examples assume the payment of such purchase premium and/or redemption
fee even though such purchase premium and/or redemption fee is not applicable in
all cases. (See "Purchase of Shares" and "Redemption of Shares").

    The  purpose  of the  foregoing  tables is to assist  in  understanding  the
various  costs and  expenses  of each Fund  that are  borne by  holders  of Fund
shares.  THE  FIVE  PERCENT  ANNUAL  RETURN  AND  EXPENSE  NUMBERS  USED ARE NOT
REPRESENTATIONS  OF FUTURE  PERFORMANCE  OR EXPENSES:  SUBJECT TO THE  MANAGER'S
UNDERTAKING  TO WAIVE ITS FEE  AND/OR  BEAR  CERTAIN  EXPENSES  FOR EACH FUND AS
DESCRIBED IN THE FOREGOING  TABLES,  ACTUAL  PERFORMANCE  AND/OR EXPENSES MAY BE
MORE OR LESS THAN SHOWN.



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