<PAGE> 1
As filed with the Securities and Exchange Commission on
September 1, 2000. File No. 811-4347.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 66
(Check appropriate box or boxes)
GMO Trust
(Exact name of registrant as specified in charter)
c/o GMO Trust, 40 Rowes Wharf, Boston, Massachusetts 02110
(Address of principal executive offices)
(617) 330-7500
(Registrant's Telephone Number, including Area Code)
R. Jeremy Grantham
GMO Trust
40 Rowes Wharf
Boston, Massachusetts 02110
(Name and address of agent for service)
Copy to:
J. B. Kittredge, Jr., Esquire
ROPES & GRAY
One International Place
Boston, Massachusetts 02110
It is intended that this filing become effective immediately upon
filing in accordance with Section 8 under the Investment Company Act of 1940.
<PAGE> 2
THIS FILING RELATES SOLELY TO THE GMO ALPHA LIBOR FUND; IT IS INTENDED THAT NO
INFORMATION RELATING TO ANY OTHER SERIES OF GMO TRUST IS AMENDED OR SUPERSEDED
HEREBY.
The information set forth in Post-Effective Amendment No. 64 to the Trust's
registration statement under the Investment Company Act of 1940, as amended, is
incorporated herein by reference in its entirety, except as modified pursuant to
the supplement to the GMO Alpha LIBOR Fund Statement of Additional Information
dated June 30, 2000 filed herewith.
<PAGE> 3
GMO TRUST
SUPPLEMENT DATED SEPTEMBER 1, 2000 TO
GMO ALPHA LIBOR FUND STATEMENT OF ADDITIONAL INFORMATION DATED JUNE 30, 2000
1. Effective September 1, 2000, notwithstanding any references to the contrary
in the Statement of Additional Information, including without limitation under
"Description and Risks of Fund Investments -- Illiquid Securities" and under
Non-Fundamental Investment Restriction No. 3, the Fund's liquidity policy is as
follows:
"The Fund may not invest more that 15% of net assets in illiquid
securities. The securities currently thought to be included as "illiquid
securities" are restricted securities under the Federal securities laws
(including illiquid securities traded under Rule 144A), repurchase
agreements and securities that are not readily marketable. To the extent
the Trustees determine that restricted securities traded under Section 4(2)
or Rule 144A under the Securities Act of 1933, repurchase agreements and
securities that are not readily marketable, are in fact liquid, they will
not be included in the 15% limit on investment in illiquid securities.
Repurchase agreements maturing in more than seven days are considered
illiquid, unless an agreement can be terminated after a notice period of
seven days or less.
For so long as the SEC maintains the position that most equity swap
contracts, reverse equity swap contracts, caps, floors and collars are
illiquid, each Fund will continue to designate these instruments as
illiquid for purposes of its 15% illiquid limitation unless the instrument
includes a termination clause or has been determined to be liquid based on
a case-by-case analysis pursuant to procedures approved by the Trustees."
2. Notwithstanding any reference to the contrary in the Statement of Additional
Information, on August 31, 2000, GMO Currency Hedged International Bond Fund
was the sole stockholder with beneficial ownership of greater than 25% of the
outstanding shares of the Fund.
3. Notwithstanding any reference to the contrary, including without limitation
under "Beneficial Owners of 5% or More of the Fund's Shares" on page 24 of the
Statement of Additional information, the following chart sets forth the names,
addresses and percentage ownership of those shareholders owning beneficially 5%
or more of the outstanding Class III shares of the Fund as of August 31, 2000:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME ADDRESS % OWNERSHIP
--------------------------------------------------------------------------------
<S> <C> <C>
GMO Currency Hedged
International Bond Fund c/o GMO 26.81
40 Rowes Wharf
Boston, MA 02110
--------------------------------------------------------------------------------
GMO Global Bond Fund c/o GMO 23.11
40 Rowes Wharf
Boston, MA 02110
--------------------------------------------------------------------------------
GMO U.S. Bond/Global Alpha B Fund c/o GMO 20.38
40 Rowes Wharf
Boston, MA 02110
--------------------------------------------------------------------------------
GMO International Bond Fund c/o GMO 9.22
40 Rowes Wharf
Boston, MA 02110
--------------------------------------------------------------------------------
GMO U.S. Bond/Global
Alpha A Fund c/o GMO 9.12
40 Rowes Wharf
Boston, MA 02110
--------------------------------------------------------------------------------
GMO Domestic Bond Fund c/o GMO 5.67
40 Rowes Wharf
Boston, MA 02110
--------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940 (the
"1940 Act"), the Registrant, GMO Trust, has duly caused this Post-Effective
Amendment No. 66 under the 1940 Act to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts, on the 1st day of September, 2000.
GMO Trust
By: /s/ R. JEREMY GRANTHAM*
------------------------------------
R. Jeremy Grantham
Title: President - Quantitative;
Principal Executive Officer; Trustee
Pursuant to the requirements of the 1940 Act, this Post-Effective
Amendment No. 66 to the Trust's Registration Statement under the 1940 Act has
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
R. JEREMY GRANTHAM* President - Quantitative; Principal September 1, 2000
-------------------
R. Jeremy Grantham Executive Officer; Trustee
SUSAN RANDALL HARBERT* Chief Financial Officer and Treasurer; September 1, 2000
---------------------- Principal Financial and Accounting
Susan Randall Harbert Officer
JAY O. LIGHT* Trustee September 1, 2000
-------------
Jay O. Light
</TABLE>
*By: /s/ WILLIAM R. ROYER
--------------------------
William R. Royer
Attorney-in-Fact
<PAGE> 5
POWER OF ATTORNEY
We, the undersigned officers and trustees of GMO Trust, a Massachusetts
business trust, hereby severally constitute and appoint William R. Royer our
true and lawful attorney, with full power to him to sign for us, and in our
names and in the capacities indicated below, any and all amendments to the
Registration Statement filed with the Securities and Exchange Commission for the
purpose of registering shares of beneficial interest of GMO Trust, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys on said Registration Statement.
Witness our hands and common seal on the date set forth below.
(Seal)
Signature Title Date
--------- ----- ----
/s/ R. Jeremy Grantham President-Domestic; March 12, 1996
-------------------------- Principal Executive
R. Jeremy Grantham Officer; Trustee
/s/ Eyk H.A. Van Otterloo President-International March 12, 1996
--------------------------
Eyk H.A. Van Otterloo
/s/ Kingsley Durant Treasurer; Principal March 12, 1996
----------------------------- Financial and
Kingsley Durant Accounting Officer
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<PAGE> 6
POWER OF ATTORNEY
I, the undersigned trustee of GMO Trust, a Massachusetts business trust,
hereby constitute and appoint William R. Royer my true and lawful attorney, with
full power to him to sign for me, and in my names and in the capacity indicated
below, any and all amendments to the Registration Statement filed with the
Securities and Exchange Commission for the purpose of registering shares of
beneficial interest of GMO Trust, hereby ratifying and confirming my signature
as it may be signed by my said attorney on said Registration Statement.
Witness my hand and common seal on the date set forth below.
(Seal)
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jay O. Light Trustee May 23, 1996
--------------------
Jay O. Light
</TABLE>
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<PAGE> 7
POWER OF ATTORNEY
I, the undersigned officer of GMO Trust, a Massachusetts business trust,
hereby constitute and appoint William R. Royer my true and lawful attorney, with
full power to him to sign for me, and in my name and in the capacity indicated
below, any and all amendments to the Registration Statement filed with the
Securities and Exchange Commission for the purpose of registering shares of
beneficial interest of GMO Trust, hereby ratifying and confirming my signature
as it may be signed by my said attorney on said Registration Statement.
Witness my hand and common seal on the date set forth below.
(Seal)
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Susan Randall Harbert Treasurer; Principal April 29, 1999
------------------------- Financial and Accounting
Susan Randall Harbert Officer
</TABLE>
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