-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EZKHIRNwQfMhEuVQoqJ5vK/x2EK4oppI6Oho+W1mm1zpk3dgq8tPXiFuuUfHfi7Q I13rVwVZ5Hw0EH+tKQIDjw== 0000903893-95-000081.txt : 19951211 0000903893-95-000081.hdr.sgml : 19951211 ACCESSION NUMBER: 0000903893-95-000081 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951208 EFFECTIVENESS DATE: 19951208 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GMO TRUST CENTRAL INDEX KEY: 0000772129 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-98772 FILM NUMBER: 95600325 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04347 FILM NUMBER: 95600326 BUSINESS ADDRESS: STREET 1: 40 ROWES WHARF CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173307500 FORMER COMPANY: FORMER CONFORMED NAME: GMO CORE TRUST DATE OF NAME CHANGE: 19900927 485BPOS 1 FORM 485BPOS File Nos. 2-98772 811-4347 As filed with the Securities and Exchange Commission On December 8, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. / / Post-Effective Amendment No. 26 / X / ---- --- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 27 / X / GMO TRUST (Exact Name of Registrant as Specified in Charter) 40 Rowes Wharf, Boston, Massachusetts 02110 (Address of principal executive offices) 617-330-7500 (Registrant's telephone number, including area code) with a copy to: R. Jeremy Grantham J.B. Kittredge, Esq. GMO Trust Ropes & Gray 40 Rowes Wharf One International Place Boston, Massachusetts 02110 Boston, Massachusetts 02110 (Name and address of agents for service) It is proposed that this filing will become effective: / X / Immediately upon filing pursuant to paragraph (b), or / / 60 days after filing pursuant to paragraph (a), or / / On , 1995 pursuant to paragraph (b), or / / On , 1995 pursuant to paragraph (a), of Rule 485. In Post-Effective Amendment No. 25 to the Registrant's Registration Statement filed with the Commission on November 17, 1995, the Registrant registered a definite number of shares pursuant to Section 24(e) and Rule 24e-2 under the Investment Company Act of 1940, as amended. In accordance with the Fee Rate Advisory issued by the Commission on November 21, 1995, the Registrant is hereby decreasing the total number of shares registered as shown below.
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 6,918,403.491 $19.48* $135,000,000 $46,551.65 beneficial interest, no par val, GMO Core Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 42,396,411.790 $23.41* $1,000,000,000 $344,827.00 beneficial interest, no par val, GMO International Core Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 16,354,755.179 $10.62* $175,000,000 $60,344.73 beneficial interest, no par val, GMO Currency Hedged International Core Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 30,164,904.863 $9.46* $290,000,000 $100,000 beneficial interest, no par val, GMO Emerging Markets Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 2,337,723.424 $10.63* $25,000,000 $8,620.68 beneficial interest, no par val, GMO Global Hedged Equity Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 2,742,582.418 $5.46* $15,000,000 $5,172.41 beneficial interest, no par val, GMO Growth Allocation Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 178,906.810 $13.95* $2,500,000 $862.07 beneficial interest, no par val, GMO U.S. Sector Allocation Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 333,725.622 $14.87* $5,000,000 $1,724.14 beneficial interest, no par val, GMO Core II Secondaries Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 349,370.189 $14.29* $5,000,000 $1,724.14 beneficial interest, no par val, GMO Value Allocation Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 180,635.838 $13.84* $2,500,000 $862.07 beneficial interest, no par val, GMO Pelican Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 926,784.059 $10.79* $10,000,000 $3,448.27 beneficial interest, no par val, GMO Domestic Bond Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 1,626,515.837 $11.05* $18,000,000 $6,206.89 beneficial interest, no par val, GMO International Bond Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 640,064.103 $11.70* $7,500,000 $2,586.20 beneficial interest, no par val, GMO Currency Hedged International Bond Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 4,066,757.493 $11.01* $45,000,000 $15,517.22 beneficial interest, no par val, GMO Emerging Country Debt Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 203,022.204 $12.16* $2,500,000 $862.07 beneficial interest, no par val, GMO International Small Companies Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 107,443.366 $9.27* $1,000,000 $344.83 beneficial interest, no par val, GMO Japan Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Title of Securities Proposed Maximum Proposed Maximum Being Amount Being Offering Price Aggregate Amount Registered Registered Per Unit Offering Price of Fee shares of 70,070.175 $14.25* $1,000,000 $344.83 beneficial interest, no par val, GMO Fundamental Value Fund *This number is based on the offering price of the specified series of the Registrant in accordance with Rule 457(d).
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant has also registered an indefinite number or amount of its shares of beneficial interest. The Registrant will file a Rule 24f-2 Notice with respect to the Registrant's fiscal year ended February 28, 1996 on or about April 28, 1996. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 26 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and The Commonwealth of Massachusetts, on the 8th day of December, 1995. GMO Trust By: /S/ R. Jeremy Grantham R. Jeremy Grantham Title: President - Domestic Quantitative Pursuant to the Securities Act of 1933, this Post-Effective Amendment No. 26 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title Date /S/ R. Jeremy Grantham President-Domestic December 8, 1995 - ---------------------- R. Jeremy Grantham Quantitative; Principal Executive Officer; Trustee KINGLSEY DURANT* Treasurer; Principal December 8, 1995 Kingsley Durant Financial and Accounting Officer HARVEY R. MARGOLIS* Trustee December 8, 1995 Harvey R. Margolis /S/ Eyk H.A. Van Otterloo President-International; December 8, 1995 Eyk H.A. Van Otterloo Trustee *By: /S/ R. Jeremy Grantham R. Jeremy Grantham Attorney-in-Fact
Ropes & Gray One International Place Boston, Massachusetts 02110-2624 (617) 951-7439 Fax: (617) 951-7050 December 8, 1995 GMO Trust (the "Trust") 40 Rowes Wharf Boston, Massachusetts 02110 Gentlemen: We are furnishing this opinion in connection with Post-Effective Amendment No. 26 to your Registration Statement on Form N-1A under the Securities Act of 1933 (the "Registration Statement"). You have informed us that in the Registration Statement you intend to register 6,918,403.491 shares of beneficial interest of the GMO Core Fund, 42,396,411.790 shares of beneficial interest of the GMO International Core Fund, 16,354,755.179 shares of beneficial interest of the GMO Currency Hedged International Core Fund, 30,164,904.863 shares of beneficial interest of the GMO Emerging Markets Fund, 2,337,723.424 shares of beneficial interest of the GMO Global Hedged Equity Fund, 2,742,582.418 shares of beneficial interest of the GMO Growth Allocation Fund, 178,906.810 shares of beneficial interest of the GMO U.S. Sector Allocation Fund, 333,725.622 shares of beneficial interest of the GMO Core II Secondaries Fund, 349,370.189 shares of beneficial interest of the GMO Value Allocation Fund, 180,635.838 shares of beneficial interest of the Pelican Fund, 926,784.059 shares of beneficial interest of the GMO Domestic Bond Fund, 1,626,515.837 shares of beneficial interest of the GMO International Bond Fund, 640,064.103 shares of beneficial interest of the GMO Currency Hedged International Bond Fund, 4,066,757.493 shares of beneficial interest of the GMO Emerging Country Debt Fund, 203,022.204 shares of beneficial interest of the GMO International Small Companies Fund, 107,443.366 shares of beneficial interest of the GMO Japan Fund and 70,070.175 shares of beneficial interest of the GMO Fundamental Value Fund pursuant to the provisions of Rule 24e-2 under the Investment Company Act (collectively, the "24e Shares"). You have also informed us that you propose to offer and sell from time to time the 24e Shares for cash or securities at the net asset value per share, determined in accordance with your Bylaws. We have examined your Agreement and Declaration of Trust, as amended, on file in the office of the Secretary of State of The Commonwealth of Massachusetts. We are familiar with the actions taken by your Trustees to authorize the issue and sale from time to time of your shares of beneficial interest at not less than net asset value and have assumed that the 24e Shares will be issued and sold in accordance with such action. We have also examined a copy of your By-laws and such other documents as we have deemed necessary for the purposes of this opinion. Based on the foregoing, we are of the opinion that: (1) the Fund is authorized to issue an unlimited number of shares of beneficial interest of the GMO Core Fund, GMO Tobacco-Free Core Fund, GMO Value Allocation Fund, GMO Growth Allocation Fund, GMO U.S. Sector Allocation Fund, GMO Core II Secondaries Fund, GMO Fundamental Value Fund, GMO International Core Fund, GMO Currency Hedged International Core Fund, GMO International Small Companies Fund, GMO Japan Fund, GMO Emerging Markets Fund, GMO Global Hedged Equity Fund, GMO Domestic Bond Fund, GMO Short-Term Income Fund, GMO International Bond Fund, GMO Currency Hedged International Bond Fund, GMO Global Bond Fund, GMO Emerging Country Debt Fund, GMO Core Emerging Country Debt Fund and the Pelican Fund (the "series"), and (2) that upon the issue and sale of any 24e Shares for cash or securities at net asset value, determined in accordance with your Bylaws, such 24e Shares so issued will be duly authorized, validly issued, fully paid and non-assessable. The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or its indemnification out of the property of the particular series of shares from and against all claims and liabilities to which any shareholder of that series may become subject by reason of his being or having been a shareholder and for reimbursement (out of such series' property) of all expenses reasonably incurred by the shareholder in connection with any such claim or liability. Thus, the risk of shareholder liability is limited to circumstances in which that series of shares itself would be unable to meet its obligations. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Ropes & Gray -----END PRIVACY-ENHANCED MESSAGE-----