GMO Trust
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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GMO
Trust
GMO
Benchmark-Free Allocation Fund
40 Rowes
Wharf
Boston, Massachusetts 02110
October 12, 2011
Dear Shareholder:
A Special Meeting of the Shareholders of GMO Benchmark-Free
Allocation Fund (the Fund), a series of GMO Trust
(the Trust), will be held on November 10,
2011 at 9:00 a.m., Boston time, at the offices of
Grantham, Mayo, Van Otterloo & Co. LLC
(GMO), on the 2nd floor of 40 Rowes Wharf,
Boston, Massachusetts.
The Trusts Board of Trustees is seeking your vote to
approve a new management contract between the Trust, on behalf
of the Fund, and GMO, the investment manager to the Fund.
We urge you to complete, sign and return the enclosed proxy card
promptly. A postage-paid envelope is enclosed for this purpose.
Whether or not you plan to be present at the meeting, your vote
is important. To have your vote count, you must return a proxy
card.
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 receiving your proxy so that your shares may
be voted at the meeting.
Sincerely,
Jason B. Harrison
Clerk
Important
Notice Regarding Availability of Proxy Materials for the
Shareholder Meeting to be held on November 10, 2011:
This Proxy Statement is Available at
http://www.proxyonline.us/docs/gmobmfa.pdf.
GMO
TRUST
GMO
Benchmark-Free Allocation Fund
40 Rowes
Wharf
Boston, Massachusetts 02110
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
To Shareholders of GMO Benchmark-Free Allocation Fund:
Notice is hereby given that a special meeting of the
shareholders of GMO Benchmark-Free Allocation Fund (the
Fund), a series of GMO Trust (the
Trust), will be held on November 10, 2011 at
the offices of Grantham, Mayo, Van Otterloo & Co. LLC
(GMO), on the 2nd Floor of 40 Rowes Wharf,
Boston, Massachusetts, at 9:00 a.m., Boston time, and any
postponement or adjournment thereof (the Special
Meeting), for the following purposes, which are more fully
described in the accompanying Proxy Statement:
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1.
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To approve a new management contract between the Trust, on
behalf of the Fund, and GMO, the investment manager to the Fund.
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2.
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To transact such other business as may properly come before the
Special Meeting and any postponement or adjournment thereof.
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The Board of Trustees of the Trust unanimously recommends that
you vote for the approval of the new management contract
between the Trust, on behalf of the Fund, and GMO. The Board of
Trustees of the Trust has fixed the close of business on
October 5, 2011 as the record date (the Record
Date) for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting or any
postponement or adjournment thereof. Only those shareholders who
owned shares in the Fund at the close of business on the Record
Date can vote at the Special Meeting or any adjournments
thereof. Copies of these proxy materials, including this notice
of the Special Meeting, the Proxy Statement, and the proxy card,
also are available to you at
http://www.proxyonline.us/docs/gmobmfa.pdf.
Information on how to obtain directions to attend the Special
Meeting and vote in person can be obtained by calling
1-617-346-7646.
We urge you to mark, sign, date and mail the enclosed proxy
in the postage-paid envelope provided as soon as possible so
that you will be represented at the Special Meeting. If you
desire to vote in person at the Special Meeting, you may revoke
your proxy at any time before it is exercised.
By order of the Board of Trustees of the Trust,
Jason B. Harrison
Clerk
October 12, 2011
PROXY
STATEMENT
GMO
TRUST
GMO
Benchmark-Free Allocation Fund
40 Rowes
Wharf
Boston, Massachusetts 02110
INTRODUCTION
The enclosed proxy is solicited by the Trustees of GMO Trust
(the Trust) for use at the Special Meeting of
Shareholders of GMO Benchmark-Free Allocation Fund, a series of
the Trust (the Fund), to be held on
November 10, 2011, at the offices of Grantham, Mayo, Van
Otterloo & Co. LLC, on the 2nd Floor of 40 Rowes
Wharf, Boston, Massachusetts, at 9:00 a.m., Boston time,
and any postponement or adjournment thereof (the Special
Meeting), for action upon the matters set forth in the
accompanying Notice of the Special Meeting of Shareholders (the
Notice). Shareholders of record at the close of
business on October 5, 2011 (the Record Date)
are entitled to be present and to vote at the Special Meeting or
any postponed or adjourned session thereof. The Notice, this
Proxy Statement and the enclosed proxy card are first being
mailed to shareholders on or around October 12, 2011.
The Trustees unanimously recommend that you vote
FOR the approval of the new management contract
for the Fund.
The Trust is currently comprised of sixty-eight series, but only
the Fund is the subject of this proxy statement and only
shareholders of the Fund are receiving the enclosed proxy. Each
whole share of the Fund is entitled to one vote as to any matter
on which it is entitled to vote and each fractional share is
entitled to a proportionate fractional vote. Shares represented
by your duly represented proxy will be voted in accordance with
your instructions. If no instructions are made on a submitted
proxy, the proxy will be voted FOR the approval of
the new management contract.
PROPOSAL:
APPROVAL OF AMENDED AND RESTATED MANAGEMENT CONTRACT FOR
THE FUND
Overview. At the Special Meeting,
shareholders of the Fund will consider the approval of an
amended and restated management contract (the New
Management Contract) between the Trust, on behalf of the
Fund, and Grantham, Mayo, Van Otterloo & Co. LLC, the
investment manager to the Fund (GMO or the
Manager). The New Management Contract provides that
the Fund shall pay GMO an annual management fee equal to 0.65%
of the Funds average daily net assets (the
Management Fee). Pursuant to the New Management
Contract, the Management Fee will be reduced or waived by an
amount equal to the net management fees that are paid to GMO and
indirectly borne by the Fund as a result of the Funds
investment in other GMO Funds (underlying GMO Funds)
(after any waivers/reimbursements by GMO to those underlying GMO
Funds) (the Management Fee Waiver). The Management
Fee Waiver will continue for the duration of the New Management
Contract, subject to any applicable amendments to the New
Management Contract. The New Management Contract and other
related changes to the Funds fee and expense structure are
described in additional detail below under Description of
Management Contracts and Fee Structure Changes. The Board
of Trustees of the Trust (the Board or the
Trustees), including a majority of the Trustees who
are not interested persons of the Trust within the
meaning of the Investment Company Act of 1940, as amended (the
1940 Act) (such trustees, the Independent
Trustees), considered and approved the New Management
Contract at an in-person meeting held on June 14, 2011, and
recommends that shareholders of the Fund vote FOR
the approval of the New Management Contract.
Description of Management Contracts and Fee Structure
Changes. GMO currently serves as the
investment manager to the Fund pursuant to a management contract
between the Trust, on behalf of the Fund, and GMO executed as of
June 19, 2003 (the Current Management
Contract). The Current Management Contract was approved by
the Funds initial shareholder on June 27, 2003, and
provides that it will terminate after an initial two-year term
unless it is re-approved annually by the Funds Board,
including a majority of the Independent Trustees. The Board,
including the Independent Trustees, last approved the
continuation of the Current Management Contract on May 31,
2011. Please see Exhibit A for a discussion of the
Boards considerations in approving the Current Management
Contract.
Under the Current Management Contract, the Fund does not
directly pay any management fees to GMO for management services
provided by GMO to the Fund. However, the Fund is a
fund-of-funds
that indirectly bears management fees that GMO receives as a
result of the Funds investments in underlying GMO Funds.
As noted above, under the New Management Contract, the Fund
would agree to pay GMO an annual Management Fee equal to 0.65%
of average daily net assets of the Fund (the Management
Fee), and GMOs Management Fee would be reduced or
waived by an amount equal to the Management Fee Waiver. The form
of New Management Contract is included in Exhibit B.
If the New Management Contract is approved by shareholders, in
addition to the management fee changes discussed above, the Fund
also will implement a new shareholder servicing fee arrangement
for each outstanding class of shares of the Fund pursuant to a
separate servicing agreement between the Trust and GMO (the
New Shareholder Service Agreement).
Currently, the Fund does not directly pay any shareholder
service fees to GMO. However, as a
fund-of-funds,
the Fund indirectly bears shareholder service fees that GMO
receives as a result of the Funds investments in
underlying GMO Funds.
Under the New Shareholder Service Agreement, Class III
shares of the Fund will agree to pay GMO an annual shareholder
service fee of 0.15% of average daily net assets for such Class
(the Shareholder Service Fee), but the Shareholder
Service Fee would be reduced or waived by an amount equal to the
shareholder service fees indirectly borne by the Fund and that
are paid to GMO by the underlying GMO Funds in which the Fund
invests (after giving effect to any waivers or reductions of
such fees by GMO with respect to those underlying GMO Funds)
(the Shareholder Service Fee Waiver). The
Shareholder Service Fee Waiver will continue for the duration of
the New Shareholder Service Agreement, subject to any applicable
amendments to the New Shareholder Service Agreement.
In addition, if the New Management Contract is approved, GMO
will contractually agree to reimburse the Fund for operating
expenses other than Excluded Fund Fees and Expenses (the
Fund Expense Reimbursement Agreement). For
these purposes, Excluded Fund Fees and Expenses
are set forth in the Fund Expense Reimbursement Agreement
(a form of which is attached as Exhibit C) and
include management fees, shareholder service fees, expenses
incurred indirectly by investment in other GMO Funds, fees and
expenses of the independent Trustees of the Trust and their
independent counsel, fees and expenses for legal services GMO
has not undertaken to pay, compensation and expenses of Trust
officers and agents who are not affiliated with GMO, brokerage
commissions, securities lending fees and expenses, interest
expense, transfer taxes, and other investment-related costs
(including expenses associated with investments in any company
that is an investment company (including an exchange-traded
fund) or would be an investment company under the 1940 Act, but
for the exceptions to the definition of investment company
provided in Sections 3(c)(1) and 3(c)(7) of the 1940 Act),
hedging transaction fees, and extraordinary, non-recurring and
certain other unusual expenses (including taxes). The
Fund Expense Reimbursement Agreement will continue through
at least December 31, 2012 and may not be terminated prior
to such date without the consent of the Trusts Board of
Trustees.
Comparison of Pro Forma Expenses of Current and Proposed
Fees. Set forth below is a comparison, as of
February 28, 2011, of (a) the Funds current fees
and operating expenses under the Current Management Contract and
current fee structure for Class III shares of the Fund to
(b) the fees and expenses under the proposed New Management
Contract Agreement and new fee structure described above.
2
Pro
Forma Expense Comparison of Current and Proposed Fees (as of
February 28, 2011)
Annual
Operating Expenses
Shareholder
Fees Class III
(fees paid directly from your investment)
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New Management Contract
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Current Management
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and New Fee Structure if
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Contract and Current
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New Management Contract
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Fee Structure
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is Approved
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Purchase premium (as a percentage of amount invested)
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0.09
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%1
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0.09
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%1
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Redemption fee (as a percentage of amount redeemed)
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0.09
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%1
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0.09
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%1
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Annual
Fund Operating Expenses
Class III
(expenses that you pay each year as a percentage of the value of
your investment)
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New Management Contract
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Current Management
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and New Fee Structure if
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Contract and Current Fee
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New Management Contract
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Structure
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is Approved
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Management fee
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0.00
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%
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0.65
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%4
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Shareholder service fee
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0.00
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%
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0.15
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%4
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Other expenses
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0.02
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%
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0.02
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%
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Acquired fund fees and expenses
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0.57
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%2
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0.57
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%2
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Total annual operating expenses
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0.59
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%
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1.39
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%
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Expense reimbursement
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(0.01
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%)3
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(0.50
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%)4
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Total annual operating expenses after expense reimbursement
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0.58
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%
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0.89
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%
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1 |
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Purchase premiums and redemption fees for the Fund are
typically reassessed annually based on the weighted average of
(i) the estimated transaction costs for directly held
assets and (ii) the purchase premiums and/or redemption
fees, if any, imposed by the underlying GMO Funds in which the
Fund invests, provided that, if that weighted average is less
than 0.05%, the Fund usually does not charge a purchase premium
or redemption fee. |
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2 |
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The amount has been restated to reflect current fees of the
underlying GMO Funds. |
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Subject to the exclusion of the Excluded Fund Fees and
Expenses (as defined on page 2), GMO has contractually
agreed to reimburse the Fund to the extent the Funds total
annual operating expenses exceed 0.00% of the Funds
average daily net assets. This expense limitation will continue
through at least June 30, 2012, and may not be terminated
prior to this date without the consent of the Funds Board
of Trustees. |
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Pursuant to the New Management Contract, the Funds
management fee will be reduced or waived by an amount equal to
the Management Fee Waiver. Pursuant to the New Shareholder
Service Agreement, the shareholder service fee set forth above
for Class III shares of the Fund will be reduced or waived
by an amount equal to the Shareholder Service Fee Waiver.
Pursuant to the Fund Expense Reimbursement Agreement, and
subject to the exclusion of the Excluded Fund Fees and
Expenses, GMO (a) has contractually agreed to reimburse the
Fund to the extent the Funds total annual operating
expenses exceed 0.00% of the Funds average daily net
assets and (b) has contractually agreed to reimburse the
Fund for the amount of fees and expenses incurred indirectly by
the Fund through its direct or indirect investment in other
underlying GMO Funds (excluding those Funds management
fees and shareholder service fees to the extent they have
already been waived/reimbursed pursuant to the fee
waiver/reduction provisions set forth in the Funds
management contract or shareholder service agreement, and also
excluding those Funds excluded fund fees and expenses as
defined in those Funds expense reimbursement agreements,
if any), subject to a maximum total reimbursement to the Fund of
such fees and expenses (together with the Funds Management
Fee Waiver) equal to 0.65% of the Funds average daily net
assets. The Fund Expense Reimbursement Agreement will
continue through at least December 31, 2012, and may not be
terminated prior to this date without the consent of the
Funds Board of Trustees. |
3
Example
under Current Management Contract and Current Fee Structure
Compared to New
Management Contract and New Fee Structure if New Management
Contract is Approved
This example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual
funds. The example assumes that you invest $10,000 in the Fund
for the time periods indicated. The example also assumes that
your investment has a 5% return each year and that the
Funds operating expenses remain the same as those shown in
the table. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:
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If You Sell Your Shares
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If You Do Not Sell Your Shares
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1 Year*
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3 Years
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5 Years
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10 Years
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1 Year*
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3 Years
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5 Years
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10 Years
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Current Management Contract and Fee Structure
Class III
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$
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78
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$
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252
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$
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442
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$
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991
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$
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68
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$
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272
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$
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431
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$
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977
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New Management Contract and Proposed Fee
Structure Class III
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$
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109
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$
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454
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$
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823
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$
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1,860
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$
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100
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$
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444
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$
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812
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$
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1,878
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Management Fee Comparison. Set forth
below is a comparison, for the fiscal year ended
February 28, 2011, of (a) the management fees under
the Current Management Contract (i) paid directly by the
Fund to GMO and (ii) indirectly borne by the Fund and paid
to GMO as a result of the Funds investment in underlying
GMO Funds (after any waivers/reimbursements by GMO to those
underlying GMO Funds) to (b) the management fees that would
have been paid to GMO (directly by the Fund and through the
underlying GMO Funds) if the New Management Contract had been in
effect during that period.
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Management Fees Borne
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Management
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Indirectly by the Fund and
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Fees Paid
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Paid to GMO from Funds
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Directly by Fund
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Investment in underlying
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to GMO
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GMO Funds
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Total Management Fees
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Current Management Contract
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$
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0
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$
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8,522,456
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$
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8,522,456
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New Management Contract
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$
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4,809,757
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*
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$
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8,522,456
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$
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13,332,253
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* |
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After giving effect to the management fee reduction described
above under Description of Management Contracts and Fee
Structure Changes. |
The percentage increase in Total Management Fees
between the Current Management Contract and New Management
Contract would have been approximately 56%.
Comparison of Other Key Terms of the Management
Contracts. Other than the Management Fee
arrangement described above, the terms of the Current Management
Contract and New Management Contract (each a
Contract) are substantially the same. Under each
Contract, GMO, under the supervision of the Board of Trustees,
agrees to: (i) furnish continuously an investment program
for the Fund, make investment decisions on behalf of the Fund
and place all orders for the purchase and sale of its portfolio
securities and (ii) furnish office space and equipment,
provide bookkeeping and clerical services (excluding
determination of net asset value, shareholder accounting
services and the fund accounting services for the Fund being
supplied by an administrator as the Fund may engage from time to
time) and pay all salaries, fees and expenses of officers and
Trustees of the Trust who are affiliated with GMO. GMO also is
responsible for selecting brokers and dealers and for
negotiating brokerage commissions and dealer charges.
Each Contract provides that, after its initial two-year term, it
continues in effect from year to year, but only as long as such
continuance is specifically approved at least annually
(a) by the vote of a majority of the Independent Trustees,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Board of Trustees, or by the
vote of a majority of the outstanding voting securities of the
Fund. The Current Management Contract will terminate on
July 1, 2012 unless its continuation is approved in the
manner described above. If approved by shareholders, the New
Management Contract would terminate two years after its
effective date (currently expected to be December 31,
2011) unless its continuation is approved in the manner
described above. Each Contract may be terminated at any time,
without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the
Fund or by the Board of Trustees, in each case on
60 days written notice, or by GMO on
60 days written notice. Each Contract terminates
automatically in the event of its assignment.
Each Contract provides that in the absence of willful
misfeasance, bad faith or gross negligence on the part of GMO,
or reckless disregard of its obligations and duties hereunder,
GMO shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the
course of, or connected with, rendering services under the
Contract.
Board Considerations of the New Management
Contract. At a meeting of the Trusts
Board of Trustees held on June 3, 2011, the Trusts
Independent Trustees considered the terms of the proposed New
Management Contract and determined to recommend its approval to
the full Board of Trustees. At an in-person meeting held on
June 14, 2011, the Board of Trustees, including all of the
Independent Trustees, approved the New Management Contract and
resolved to recommend approval of the New Management Contract by
the Funds shareholders.
4
In connection with its consideration of the New Management
Contract, the Board of Trustees met privately with its
independent legal counsel and independent compliance consultant.
In addition to the information the Board took into account in
connection with its approval of the Current Management Contract
on May 31, 2011, as described in Exhibit A, the
Board also considered the following factors, among others:
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That GMO is not currently being paid by the Fund for what the
Trustees believe to be valuable asset allocation services.
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Under the New Management Contract, GMOs Management Fee
would be reduced or waived by an amount equal to the Management
Fee Waiver (i.e., net management fees that are paid to
GMO and indirectly borne by the Fund as a result of the
Funds investment in underlying GMO Funds (after any
waivers/reimbursements by GMO to those underlying GMO Funds)).
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The Funds Management Fee under the New Management Contract
compares favorably with the fees paid by GMOs
institutional accounts for GMOs real return strategies.
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The Funds current estimated total expenses under the New
Management Contract would remain below the median of leading
competitors identified by GMO.
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The total direct and indirect fees paid by the Fund to GMO for
management services under the New Management Contract will be at
least 0.65% of the Funds average daily net assets per
annum and could be higher depending on the allocation of the
Funds assets among underlying GMO Funds.
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After considering these factors, among others, the Board of
Trustees (including all of the Independent Trustees) concluded
that the approval of the New Management Contract was in the best
interests of the Fund. In reaching this conclusion the Board of
Trustees did not give particular weight to any single factor
identified above.
Required Vote. Approval of the New
Management Contract requires the affirmative vote of a
majority of the outstanding voting securities of the
Fund, which means the lesser of: (a) 67% or more of the
Funds outstanding shares present at the meeting, in person
or by proxy, if more than 50% of the Funds outstanding
shares are present in person or by proxy, or (b) more than
50% of the Funds outstanding shares. Additional
information about voting is provided below. If the vote required
to approve the New Management Contract is not obtained, the
Current Management Contract would remain in effect, and the
Board of Trustees would consider other actions it deems in the
best interests of the Fund.
THE
TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR
THE
APPROVAL OF THE NEW MANAGEMENT CONTRACT FOR THE FUND.
5
INFORMATION
ABOUT GMO
GMO, 40 Rowes Wharf, Boston, Massachusetts 02110, provides
management and shareholder services to the Fund, other funds of
the Trust, privately offered funds and separately managed
accounts. GMO is a private company, founded in 1977. As of
May 31, 2011, GMO provided investment advisory services on
a worldwide basis to more than $100 billion of client
assets, including the GMO Funds and other investors, such as
pension plans, endowments, and foundations.
Exhibit D sets forth information regarding
GMOs directors and chief executive officer.
Exhibit E sets forth Trustees and officers of the
Trust who also hold positions with GMO or its affiliates.
Exhibit F sets forth information about securities
owned by the Trustees and officers of the Trust who are not
members of GMO in entities controlled by, or under common
control with, GMO.
GMO acts as investment adviser to another investment company
having a similar investment objective to the Fund (the
Similar Fund). Exhibit G sets forth
information regarding the Similar Fund.
6
FURTHER
INFORMATION ABOUT VOTING AND THE SPECIAL MEETING
Quorum and Methods of Tabulation. The
shareholders of the Fund vote together as a single class on the
approval of the New Management Contract. Votes cast by proxy or
in person at the Special Meeting will be counted by persons
appointed by the Trust as tellers (the Tellers) for
the Special Meeting. The presence at the meeting of 40% of the
Funds outstanding shares entitled to vote at the Special
Meeting constitutes a quorum for the Special Meeting.
The Tellers will count the total number of votes cast
for approval of the New Management Contract 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. Abstentions and broker
non-votes will have the effect of a negative vote on the
proposal.
A proxy purporting to be executed by or on behalf of a
shareholder shall be deemed valid unless challenged at or prior
to its exercise and the burden of proving invalidity shall rest
on a challenger. A proxy with respect to Fund shares held in the
name of two or more persons shall be valid if executed by any
one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from
any one of them.
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, they intend that proxies that do not contain specific
restrictions to the contrary be voted on such matters in
accordance with the judgment of the persons named in the proxy
card.
Revocation of Proxies. Proxies may be
revoked at any time before they are voted either (i) by a
written revocation received by the Clerk of the Trust,
(ii) by a properly executed later-dated proxy received by
the Clerk of the Trust, or (iii) by an in-person vote at
the Special Meeting. Attendance at the Special Meeting will not
in and of itself revoke a proxy. Shareholders may revoke a proxy
as often as they wish before the Special Meeting. Only the
latest dated, properly executed proxy card received prior to or
at the Special Meeting will be counted.
Date for Receipt of Shareholders Proposals for
Subsequent Meetings of Shareholders. The
Amended and Restated Agreement and Declaration of Trust does not
provide for annual meetings of shareholders, but the Trustees
may from time to time schedule special meetings. Shareholder
proposals for inclusion in the Trusts proxy statement for
any subsequent meeting must be received by the Trust a
reasonable period of time prior to any such meeting.
Adjournment. In the event that a quorum
is not present
and/or
sufficient votes in favor of the New Management Contract 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 to permit further solicitation of proxies
with respect to the approval of the New Management Contract. 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 Special Meeting to be adjourned, as
required by the Amended and Restated Agreement and Declaration
of Trust and the Amended and Restated By-Laws. The persons named
as proxies will vote in favor of such adjournment those proxies
that they are entitled to vote in favor of the New Management
Contract. They will vote against any such adjournment those
proxies required to be voted against the New Management Contract.
Financial Information. A copy of the
Annual Report for the Fund for the most recent fiscal year ended
(i.e., February 28, 2011), including financial statements,
has previously been mailed to shareholders. Upon request, the
Fund will furnish, without charge, to any of its shareholders, a
copy of the Annual Report of the Fund for its most recent fiscal
year and a copy of its semiannual report for any subsequent
semiannual period. Requests may be made in writing to Grantham,
Mayo, Van Otterloo & Co. LLC, 40 Rowes Wharf, Boston,
Massachusetts 02110, Attn: Shareholder Services or made by
telephone by calling collect 1-617-346-7646.
Additional Information. The costs of
solicitation of proxies and expenses incurred in connection with
the preparation of proxy materials are being borne by GMO. In
addition to soliciting proxies by mail, the Trustees and
employees of the Trust may solicit proxies in person or by
telephone. The Trust has engaged The Altman Group to provide
shareholder meeting services, including the distribution of this
Proxy Statement and related materials to shareholders as well as
vote solicitation and tabulation. The costs of these services
are expected be approximately $2,000.
Only one copy of this Proxy Statement may be mailed to a
shareholder holding shares in multiple accounts within the Fund.
Additionally, unless the Trust has received contrary
instructions, only one copy of this Proxy Statement will be
mailed to a given address where two or more shareholders share
that address. Additional copies of the Proxy Statement will be
delivered promptly upon request. Requests may be sent to The
Altman Group, 60 East 42nd Street, Suite 916, New
York, New York 10165 or made by telephone by calling collect
1-877-864-5051.
7
FUND INFORMATION
General Information and Mailing
Address. The Trust is an open-end registered
management investment company under the Investment Company Act
of 1940, as amended (the 1940 Act), and is organized
as a Massachusetts business trust. The Fund is a series of the
Trust. The mailing address of the Trust and the Fund is 40 Rowes
Wharf, Boston, Massachusetts 02110.
Manager. Grantham, Mayo, Van
Otterloo & Co. LLC, 40 Rowes Wharf, Boston,
Massachusetts 02110, serves as the Trusts investment
manager and administers the Trusts business affairs.
Distributor. Funds Distributor, LLC, 10
High Street, Suite 302, Boston, Massachusetts 02110, serves
as the Trusts distributor (the Distributor) on
behalf of the Fund. The Distributor is not affiliated with GMO.
Share Ownership. As of the date of this
Proxy Statement, only Class III shares of the Fund are
outstanding. Please refer to Exhibit H for
additional information about Class III shares and a list of
persons known by the Fund to own beneficially 5% or more of the
outstanding Class III shares the Fund as of June 30,
2011. Please refer to Exhibit I for additional
information about ownership of Fund shares by the Trustees and
principal executive officers of the Trust as of June 30,
2011. As of June 30, 2011, the Trustees and officers of the
Trust as a group owned 1% or less of the outstanding shares of
each class of shares of the Fund.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO
ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. A
SELF-ADDRESSED, POSTAGE PREPAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
October 12, 2011
8
EXHIBIT A
BOARD CONSIDERATIONS IN APPROVING
CURRENT MANAGEMENT CONTRACT
GMO
Benchmark-Free Allocation Fund
In determining to approve the renewal of the management
agreement of the Fund (the Current Management
Contract) for an additional twelve month period commencing
June 30, 2011, the Trustees, all but one of whom is not an
interested person of GMO Trust (the
Trust), considered information that they believed,
in light of the legal advice furnished to them, to be relevant.
The Trustees considered separately the management agreement for
each series of the Trust (collectively, the funds)
but also noted that the interests of the funds overlapped to a
considerable extent.
As discussed below, at meetings throughout the year, the
Trustees considered information relevant to renewal of the
Current Management Contract. In addition, at a meeting held on
April 29, 2011, the full Board of Trustees met with
representatives of Grantham, Mayo, Van Otterloo & Co.
LLC (the Manager) to discuss, among other things,
the investment performance of the funds and various methods for
evaluating fund performance. At a separate meeting also held on
April 29, 2011 and attended only by the Trustees who are
not interested persons of the Trust (the
Independent Trustees), their independent legal
counsel and their independent compliance consultant, the
Independent Trustees discussed extensive materials provided by
the Manager to the Trustees for purposes of considering the
renewal of the Current Management Contract. At the conclusion of
those meetings, the Independent Trustees instructed their
independent legal counsel to request additional information from
the Manager, and the Manager provided that information prior to
and at a meeting of the Trustees on May 31, 2011. In
addition, at the meeting of the Trustees on May 31, 2011,
representatives of the Manager met with the Trustees to answer
questions.
The Trustees met over the course of the year with the
Managers investment advisory personnel and considered
information provided by the Manager relating to the education,
experience, and number of investment professionals and other
personnel providing services under the Current Management
Contract. The Trustees also considered information concerning
the investment philosophy of, and investment process applied by,
the Manager in managing the Funds portfolio and the level
of skill required. In evaluating that information, the Trustees
focused particularly on the Managers internal resources
and the time and attention devoted by the Managers senior
management to the Fund. The Trustees also considered the
business reputation of the Manager and its professional
liability insurance coverage.
The Trustees considered that the Fund seeks a positive total
return and does not seek to outperform a particular securities
market index or blend of market indices. The Trustees also
considered the Funds investment performance as compared to
funds managed by other managers deemed by third-party data
services to have similar objectives. The Trustees reviewed the
Funds performance, including information as to performance
in relation to risk, over various periods, including one-,
three-, five- and seven-year periods and for the life of the
Fund, and information prepared by the third-party data services,
various other statistical measures of the Funds
performance, and factors identified by the Manager as
contributing to the Funds performance. The Trustees
observed that the comparative data provided by the third-party
data services was based on peer groups that included funds with
investment approaches that were substantially different from
that of the Fund and gave correspondingly less weight to that
information. The Trustees also considered the qualifications and
experience of the personnel responsible for managing the Fund,
the support those personnel received from the Manager, the
investment techniques used by the Manager to manage the
Funds investments, and the overall competence of the
Manager.
The Trustees also gave substantial consideration to the fact
that the Fund does not pay a fee to the Manager under the
Current Management Contract or the Funds shareholder
servicing agreement, but that the Fund indirectly bears
management and shareholder servicing fees paid to the Manager by
the other funds of the Trust in which the Fund invests. The
Trustees also considered other so-called fallout
benefits to the Manager and also possible reputational
value derived from serving as investment manager to the Fund.
The Trustees considered the ability of the funds of the Trust to
establish a public record of their performance also to be a
potential fallout benefit to the Manager because of the
opportunity that record might create for the Manager to increase
assets under management by, for example, attracting new clients,
entering into
sub-advisory
relationships with other fund groups,
and/or
expanding existing client relationships. The Trustees reviewed
information provided by the Manager regarding the Managers
standard fee rates for separately managed accounts. The Trustees
noted that they had approved renewal of the Managers
management agreements with the other funds of the Trust in which
the Fund may invest and had concluded that the advisory fees
charged to those funds were reasonable, after considering, among
other things: possible economies of scale to the Manager in
connection with its management of other funds; the
Managers profitability with respect to those other funds
and the Trust as a whole; and information prepared by a
third-party data service concerning fees paid to managers of
funds deemed by that service to have similar objectives to those
funds in which the Fund invests.
In assessing the nature and quality of the services provided by
the Manager, the Trustees considered a range of factors in
addition to performance. The Trustees considered the rigor and
discipline with which the Manager manages the Fund and the
extent and quality of the resources, including human resources,
brought to bear by the Manager. The Trustees also considered the
extent and quality of the non-investment advisory services
provided by the Manager, including financial reporting, legal,
compliance and administrative services. The Trustees evaluated
the Managers record with respect to regulatory compliance
and compliance with the investment policies of the Fund and
other funds of the Trust. The Trustees also evaluated the
procedures of the Manager designed to fulfill the Managers
fiduciary duty to the Fund with respect to possible conflicts of
interest, including the Managers code of ethics
(regulating the personal trading of its officers and employees),
the procedures by which the Manager allocates trades among its
investment advisory clients, the systems in place to ensure
compliance with the foregoing, and the record of the Manager in
these matters. The Trustees also received information concerning
the
A-1
Managers practices with respect to the execution of
portfolio transactions. Finally, the Trustees also considered
the Managers practices and record with respect to the
resolution of trading, net asset value determination, and other
errors.
The Trustees considered the scope of the services provided by
the Manager to the Fund under the Current Management Contract.
The Trustees noted that the Trusts counsel had advised
(and independent legal counsel had confirmed) that, in their
experience, the standard of care set forth in the Current
Management Contract was typical for mutual fund management
agreements. The Trustees noted that the scope of the
Managers services to the Fund was consistent with the
Funds operational requirements, including, in addition to
seeking to achieve the Funds investment objective,
compliance with the Funds investment restrictions, tax and
reporting requirements, and shareholder services. The Trustees
considered the Managers oversight of non-advisory services
provided by persons other than the Manager, considering, among
other things, the Funds total expenses, the Managers
reimbursement of certain expenses pursuant to its contractual
expense reimbursement arrangement in place with the Fund, and
the reputation of the Funds other service providers.
After reviewing these factors, among others, the Trustees
concluded, within the context of their overall conclusions
regarding the agreement, that the nature, extent, and quality of
services provided supported the renewal of the Current
Management Contract.
Following their review, on May 31, 2011, the Independent
Trustees in their capacity as such, and then all Trustees voting
together, based on their evaluation of all factors that they
deemed to be material, including those factors described above,
approved the renewal of the Current Management Contract for an
additional twelve-month period commencing June 30, 2011.
A-2
EXHIBIT B
FORM OF NEW MANAGEMENT CONTRACT
AMENDED
AND RESTATED MANAGEMENT CONTRACT
Amended and Restated Management Contract executed as of
[ ],
2011 between GMO TRUST, a Massachusetts business trust (the
Trust) on behalf of its series GMO
Benchmark-Free Allocation Fund (the Fund), and
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a
Massachusetts limited liability company (the
Manager).
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained,
it is agreed as follows:
SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.
(a) Subject always to the control of the Trustees of the
Trust and to such policies as the Trustees may determine, the
Manager will, at its expense, (i) furnish continuously an
investment program for the Fund and will make investment
decisions on behalf of the Fund and place all orders for the
purchase and sale of its portfolio securities and
(ii) furnish office space and equipment, provide
bookkeeping and clerical services (excluding determination of
net asset value, shareholder accounting services and the fund
accounting services for the Fund being supplied by State Street
Bank and Trust Company or such other administrator as the
Fund may engage from time to time) and pay all salaries, fees
and expenses of officers and Trustees of the Trust who are
affiliated with the Manager. In the performance of its duties,
the Manager will comply with the provisions of the Agreement and
Declaration of Trust and By-laws of the Trust and the
Funds stated investment objective, policies and
restrictions.
(b) In placing orders for the portfolio transactions of the
Fund, the Manager will seek the best price and execution
available, except to the extent it may be permitted to pay
higher brokerage commissions for brokerage and research services
as described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the
Manager shall consider all factors it deems relevant, including,
without limitation, the overall net economic result to the Fund
(involving price paid or received and any commissions and other
costs paid), the efficiency with which the transaction is
effected, the ability to effect the transaction at all where a
large block is involved, availability of the broker to stand
ready to execute possibly difficult transactions in the future
and financial strength and stability of the broker. Subject to
such policies as the Trustees may determine, the Manager shall
not be deemed to have acted unlawfully or to have breached any
duty created by this Contract or otherwise solely by reason of
its having caused a Fund to pay a broker or dealer that provides
brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if the
Manager determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the
Managers overall responsibilities with respect to the
Trust and to other clients of the Manager as to which the
Manager exercises investment discretion.
(c) The Manager shall not be obligated under this agreement
to pay any expenses of or for the Trust or of or for the Fund
not expressly assumed by the Manager pursuant to this
Section 1 other than as provided in Section 3.
OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees,
officers and employees of the Trust may be a partner,
shareholder, director, officer or employee of, or be otherwise
interested in, the Manager, and in any person controlled by or
under common control with the Manager, and that the Manager and
any person controlled by or under common control with the
Manager may have an interest in the Trust. It is also understood
that the Manager and persons controlled by or under common
control with the Manager have and may have advisory, management
service, distribution or other contracts with other
organizations and persons, and may have other interests and
businesses.
COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Fund will pay to the Manager as compensation for the
Managers services rendered, for the facilities furnished
and for the expenses borne by the Manager pursuant to
Section 1, a fee, computed and paid monthly at the annual
rate of 0.65% of the Funds average daily net asset value
(the Management Fee). Such average daily net asset
value of the Fund shall be determined by taking an average of
all of the determinations of such net asset value during such
month at the close of business on each business day during such
month while this Contract is in effect. Such fee shall be
payable for each month within five (5) business days after
the end of such month. The Management Fee will be reduced or
waived by an amount equal to the net management fees that are
paid to the Manager and indirectly borne by the Fund as a result
of the Funds investment in other series of the Trust
(after any waivers/reimbursements by the Manager to those other
series of the Trust).
In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company
expenses imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Trust are qualified for
offer and sale, the compensation due the Manager for such fiscal
year shall be reduced by the amount of such excess by a
reduction or refund thereof. In the event that the expenses of
the Fund exceed any expense limitation which the Manager may, by
written notice to the Trust, voluntarily declare to be effective
with respect to the Fund, subject to such terms and conditions
as the Manager may prescribe in such notice, the compensation
due the Manager shall be reduced, and, if necessary, the Manager
shall bear the Funds expenses to the extent required by
such expense limitation.
B-1
If the Manager shall serve for less than the whole of a month,
the foregoing compensation shall be prorated.
ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment
of any penalty, in the event of its assignment; and this
Contract shall not be amended unless such amendment is approved
at a meeting by the affirmative vote of a majority of the
outstanding shares of the Fund, and by the vote, cast in person
at a meeting called for the purpose of voting on such approval,
of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager.
EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in
Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this
Contract by not more than sixty days written notice
delivered or mailed by registered mail, postage prepaid, to the
other party, or
(b) If (i) the Trustees of the Trust or the
shareholders by the affirmative vote of a majority of the
outstanding shares of the Fund, and (ii) a majority of the
Trustees of the Trust who are not interested persons of the
Trust or of the Manager, by vote cast in person at a meeting
called for the purpose of voting on such approval, do not
specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate at
the close of business on the second anniversary of its
execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later; provided,
however, that if the continuance of this Contract is submitted
to the shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this Contract
as provided herein, the Manager may continue to serve hereunder
in a manner consistent with the Investment Company Act of 1940
and the rules and regulations thereunder.
Action by the Trust under (a) above may be taken either
(i) by vote of a majority of its Trustees, or (ii) by
the affirmative vote of a majority of the outstanding shares of
the Fund.
Termination of this Contract pursuant to this Section 5
shall be without the payment of any penalty.
CERTAIN DEFINITIONS.
For the purposes of this Contract, the affirmative vote of
a majority of the outstanding shares of the Fund means the
affirmative vote, at a duly called and held meeting of
shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled
to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at such meeting
are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person
and assignment shall have their respective meanings
defined in the Investment Company Act of 1940 and the rules and
regulations thereunder, subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission under
said Act; and the phrase specifically approve at least
annually shall be construed in a manner consistent with
the Investment Company Act of 1940 and the rules and regulations
thereunder.
NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of
its obligations and duties hereunder, the Manager shall not be
subject to any liability to the Trust, or to any shareholder of
the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.
INITIALS GMO.
The Manager owns the initials GMO which may be used
by the Trust only with the consent of the Manager. The Manager
consents to the use by the Trust of the name GMO
Trust or any other name embodying the initials
GMO, in such forms as the Manager shall in writing
approve, but only on condition and so long as (i) this
Contract shall remain in full force and (ii) the Trust
shall fully perform, fulfill and comply with all provisions of
this Contract expressed herein to be performed, fulfilled or
complied with by it. No such name shall be used by the Trust at
any time or in any place or for any purposes or under any
conditions except as in this section provided. The foregoing
authorization by the Manager to the Trust to use said initials
as part of a business or name is not exclusive of the right of
the Manager itself to use, or to authorize others to use, the
same; the Trust acknowledges and agrees that as between the
Manager and the Trust, the Manager has the exclusive right so to
authorize others to use the same; the Trust acknowledges and
agrees that as between the Manager and the Trust, the Manager
has the exclusive right so to use, or authorize others to use,
said initials and the Trust agrees to take such action as may
reasonably be requested by the Manager to give full effect to
the provisions of this section (including, without limitation,
consenting to such use of said initials). Without limiting the
generality of the foregoing, the Trust agrees that, upon any
termination of this Contract by either party or upon the
violation of any of its provisions by the Trust, the Trust will,
at the request of the Manager made within six months after the
Manager has knowledge of such termination or violation, use its
best efforts to change the name of the Trust so as to eliminate
all reference, if any, to the initials GMO and will
not thereafter transact any business in a name containing the
initials GMO in any form or combination whatsoever,
or designate itself as the same entity as or successor to an
entity of such name, or otherwise use the initials
GMO or any other
B-2
reference to the Manager. Such covenants on the part of the
Trust shall be binding upon it, its trustees, officers,
stockholders, creditors and all other persons claiming under or
through it.
LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is
on file with the Secretary of The Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not
binding upon any of the Trustees or shareholders individually
but are binding only upon the assets and property of the Fund.
B-3
IN WITNESS WHEREOF, GMO TRUST and GRANTHAM, MAYO, VAN
OTTERLOO & CO. LLC have each caused this instrument to
be signed in duplicate on its behalf by its duly authorized
representative, all as of the day and year first above written.
GMO TRUST
Name: Jason Harrison
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
Name: J.B. Kittredge
B-4
EXHIBIT C
FORM OF FUND EXPENSE REIMBURSEMENT
AGREEMENT
GRANTHAM,
MAYO, VAN OTTERLOO & CO. LLC
NOTIFICATION
OF UNDERTAKING TO REIMBURSE
CERTAIN
FUND EXPENSES
NOTIFICATION made
[ ],
2011 by GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC, a
Massachusetts limited liability company (the
Advisor), to GMO TRUST, a Massachusetts business
trust (the Trust), on behalf of its series, GMO
Benchmark-Free Allocation Fund (the Fund).
WITNESSETH:
WHEREAS, the Advisor has organized the Fund to serve primarily
as an investment vehicle for certain large institutional
accounts; and
WHEREAS, the Advisor believes it would benefit from a high sales
volume of shares of the Fund in that such a volume would
maximize the Advisors fee as investment adviser to the
Fund; and
WHEREAS, the Advisor has agreed to reimburse the Fund for
certain Fund expenses so as to reduce or eliminate certain costs
otherwise borne by shareholders of the Fund and to enhance the
returns generated by shareholders of the Fund.
NOW, THEREFORE, the Advisor hereby notifies the Trust that the
Advisor shall, as set forth below, reimburse a portion of the
expenses of the Fund through the date designated by the Advisor
in this Notification (the Reimbursement Date) (and
any subsequent periods as may be designated by the Advisor by
notice to the Trust).
The Advisor will be obligated to reimburse the Fund if the
Funds total annual operating expenses (excluding fees and
expenses identified below (the Excluded Fund Fees and
Expenses)) exceed 0.00% of the Funds average daily
net assets.
As used in this Notification, Excluded Fund Fees and
Expenses are: management fees, shareholder service fees,
expenses indirectly incurred by investment in other Funds of the
Trust, fees and expenses of the independent trustees of the
Trust and their independent counsel, fees and expenses for legal
services the Advisor for the Trust has not undertaken to pay,
compensation and expenses of Trust officers and agents who are
not affiliated with the Advisor, brokerage commissions,
securities lending fees and expenses, interest expense, transfer
taxes, and other investment-related costs (including expenses
associated with investments in any company that is an investment
company (including an exchange-traded fund) or would be an
investment company under the Investment Company Act of 1940, as
amended (the 1940 Act), but for the exceptions to
the definition of investment company provided in
Sections 3(c)(1) and 3(c)(7) of the 1940 Act), hedging
transaction fees, and extraordinary, non-recurring and certain
other unusual expenses (including taxes).
In addition, the Advisor shall reimburse the Fund for the amount
of fees and expenses incurred indirectly by the Fund through its
direct or indirect investment in other GMO Funds, excluding
those Funds management fees and shareholder service fees
to the extent they have already been waived/reimbursed pursuant
to the fee waiver/reduction provisions set forth in the
Funds management contract or shareholder service agreement
and also excluding those Funds Excluded Fund Fees and
Expenses as defined in those Funds Notifications of
Undertaking to Reimburse Certain Fund Expenses, if any,
subject to a maximum total reimbursement to the Fund of such
fees and expenses, together with the Funds management fee
waiver/reduction under the Funds management contract,
equal to 0.65% of the Funds average daily net assets.
The Reimbursement Date for the Fund is December 31, 2012
and may be extended by the Manager at its discretion.
In providing this Notification, the Advisor understands and
acknowledges that the Trust intends to rely on this
Notification, including in connection with the preparation and
printing of the Trusts prospectuses and its daily
calculation of the Funds or its class net asset
value.
Please be advised that all previous notifications by the Advisor
with respect to fee waivers
and/or
expense limitations regarding the Fund shall hereafter be null
and void and of no further force and effect.
C-1
IN WITNESS WHEREOF, the Advisor has executed this Notification
of Undertaking to Reimburse Certain Fund Expenses on the
day and year first above written.
GRANTHAM, MAYO, VAN OTTERLOO & CO. LLC
Name: J.B. Kittredge
C-2
EXHIBIT D
DIRECTORS AND CEO OF GMO
Information about the directors and chief executive officer of
GMO is set forth below. Information regarding members of GMO
with 10% ownership in voting securities of GMO is also set forth
below. The address of each of them is
c/o Grantham,
Mayo, Van Otterloo & Co. LLC, 40 Rowes Wharf, Boston,
Massachusetts 02110.
|
|
|
Name of Directors and Chief Executive Officer
|
|
Principal Occupation(s)
|
|
R. Jeremy Grantham*
|
|
Chief Investment Strategist, Member of the Board
|
Eyk Van Otterloo*
|
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Member of the Board
|
John Rosenblum
|
|
Vice Chairman of the Board
|
Christopher Darnell
|
|
Member of the Board
|
Arjun Divecha
|
|
Chairman of the Board; Investment
Director Emerging Markets
|
Ben Inker
|
|
Member of the Board; Investment
Director Asset Allocation
|
Brad Hilsabeck
|
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Member of the Board; Chief Executive Officer
|
Forrest Berkley
|
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Member of the Board
|
Myra Drucker
|
|
Member of the Board
|
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|
* |
|
R. Jeremy Grantham, Eyk Van Otterloo and Richard A. Mayo, a
founding member of GMO, own 10% or more of the voting securities
of GMO. |
D-1
EXHIBIT E
INTERESTED TRUSTEE AND OFFICER INFORMATION
The table below contains information concerning Trustees and
officers of the Trust who hold positions with GMO or its
affiliates. The address of each of them is
c/o GMO
Trust, 40 Rowes Wharf, Boston, Massachusetts 02110.
Mr. Kittredge is a member of, and has a direct ownership
interest in, GMO. As a member of GMO, Mr. Kittredge will
benefit from management, shareholder servicing and any other
fees paid to GMO and its affiliates by the Fund. None of the
other individuals listed below has an ownership or other
material direct or indirect interest in GMO and its affiliates.
|
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Name and Date
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Position(s) Held
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Length
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Principal Occupation(s)
|
of Birth
|
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with the Trust
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of Time Served
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During Past
5 Years2
|
Joseph B. Kittredge,
Jr1
DOB: 08/22/1954
|
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Interested Trustee; President and Chief Executive Officer of the
Trust
|
|
|
Trustee since March 2010; President and Chief Executive Officer
of the Trust since March 2009.
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General Counsel, Grantham, Mayo, Van Otterloo & Co.
LLC (October 2005 present); Partner,
Ropes & Gray LLP (prior to October 2005).
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Sheppard N. Burnett
DOB: 10/24/1968
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Treasurer and Chief Financial Officer
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Chief Financial Officer since March 2007; Treasurer since
November 2006; Assistant Treasurer, September 2004
November 2006.
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Head of Fund Administration (December 2006
present), Fund Administration Staff
(June 2004 November 2006), Grantham, Mayo, Van
Otterloo & Co. LLC.
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John L. Nasrah
DOB: 05/27/1977
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Assistant Treasurer
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Since March 2007.
|
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Fund Administrator, Grantham, Mayo, Van
Otterloo & Co. LLC (September 2004
present).
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Mahmoodur Rahman DOB: 11/30/1967
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Assistant Treasurer
|
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Since September 2007.
|
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Fund Administrator, Grantham, Mayo, Van
Otterloo & Co. LLC (April
2007 present); Vice President and Senior Tax
Manager, Massachusetts Financial Services Company (January
2000 April 2007).
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Carolyn Haley
DOB: 07/12/1966
|
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Assistant Treasurer
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Since June 2009.
|
|
|
Fund Administrator, Grantham, Mayo, Van
Otterloo & Co. LLC (May 2009 present);
Treasurer and Chief Compliance Officer, Hambrecht &
Quist Capital Management LLC (April 2007 April
2009); Senior Manager, PricewaterhouseCoopers LLP
(2003 2007).
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John McGinty
DOB: 08/11/1962
|
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Chief Compliance Officer
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Since February 2011.
|
|
|
Chief Compliance Officer, Grantham, Mayo, Van
Otterloo & Co. LLC (July 2009 present);
Senior Vice President and Deputy General Counsel (January
2007 July 2009), Vice President and Associate
General Counsel (February 2006 December 2006),
Fidelity Investments.
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Jason B. Harrison
DOB: 01/29/1977
|
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Chief Legal Officer, Vice President-Law and Clerk
|
|
|
Chief Legal Officer since October 2010; Vice President-Law since
October 2010; Vice President since November 2006; Clerk since
March 2006.
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|
|
Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC
(since February 2006).
|
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David L. Bohan
DOB: 06/21/1964
|
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Vice President and Assistant Clerk
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|
|
Vice President since March 2005;
Assistant Clerk since March 2006.
|
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|
Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.
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Gregory L. Pottle
DOB: 07/09/1971
|
|
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Vice President and Assistant Clerk
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Since November 2006.
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|
|
Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.
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|
Anne K. Trinque
DOB: 04/15/1978
|
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Vice President and Assistant Clerk
|
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Since September 2007.
|
|
|
Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC
(January 2007 present); Attorney, Goodwin Procter
LLP (September 2003 January 2007).
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|
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E-1
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Name and Date
|
|
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Position(s) Held
|
|
|
Length
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|
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Principal Occupation(s)
|
of Birth
|
|
|
with the Trust
|
|
|
of Time Served
|
|
|
During Past
5 Years2
|
Heather Schirmer
DOB: 6/10/1974
|
|
|
Vice President and Assistant Clerk
|
|
|
Since March 2011.
|
|
|
Legal Counsel, Grantham, Mayo, Van Otterloo & Co. LLC.
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|
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|
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Cheryl Wakeham
DOB: 10/29/1958
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Vice President and Anti-Money Laundering Officer
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Since December 2004.
|
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Manager, Client Service Administration, Grantham, Mayo, Van
Otterloo & Co. LLC.
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|
|
|
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|
|
1 |
|
Mr. Kittredge is an interested person of the
Trust, as such term is used in the 1940 Act (an Interested
Trustee), by virtue of his positions with the Trust and
GMO indicated in the table above. |
|
2 |
|
Each of Messrs. Burnett, Bohan and Pottle and Mses. Haley,
Trinque and Schirmer serves as an officer and/or director of
certain pooled investment vehicles of which GMO or an affiliate
of GMO serves as the investment adviser. |
E-2
EXHIBIT F
OWNERSHIP IN GMO RELATED COMPANIES
The table below sets forth information about securities owned by
the Trustees and officers of the Fund who are not members of
GMO, as of June 30, 2011, of entities controlled by, or
under common control with, GMO.
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Name of
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Owner(s) and
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Name of Independent
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Relationship
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Title of
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Value of
|
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Trustee
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to Trustee
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Company
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Class
|
|
|
Securities
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|
% of Class
|
Donald W. Glazer
|
|
|
Self
|
|
|
GMO Multi-Strategy Fund (Offshore), a private investment company
managed by
GMO1
|
|
|
Limited partnership interest Class A
|
|
|
|
|
$1,107,987.60
|
|
|
|
|
0.030
|
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%
|
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|
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|
|
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* |
|
As part of Mr. Glazers work as a consultant, he
provides part-time consulting services to Goodwin Procter LLP
(Goodwin). Goodwin has provided legal services to
Renewable Resources, LLC, an affiliate of GMO; GMO, in
connection with its relationship with Renewable Resources; and
funds managed by Renewable Resources. Mr. Glazer has
represented that he has no financial interest in, and is not
involved in the provision of, such legal services. In the
calendar years ended December 31, 2009 and
December 31, 2010, these entities paid $397,491 and
$1,238,183, respectively, in legal fees and disbursements to
Goodwin. In correspondence with the Staff of the SEC beginning
in August 2006, the Independent Trustees legal counsel
provided the Staff with information regarding
Mr. Glazers relationship with Goodwin and his other
business activities. On September 11, 2007, based on
information that had been given to the Staff as of that date,
the Staff provided oral no-action assurance consistent with the
opinion of the Independent Trustees legal counsel that
Mr. Glazer is not an interested person of the
Trust. |
|
1 |
|
GMO may be deemed to control this fund by virtue of
its serving as investment manager of the fund and by virtue of
its ownership of all the outstanding voting shares of the fund
as of June 30, 2011. |
None of the other Trustees and officers of the Fund who are not
members of GMO owned securities, of entities controlled by, or
under common control with, GMO as of June 30, 2011.
F-1
EXHIBIT G
INFORMATION REGARDING SIMILAR FUND
|
|
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|
|
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|
|
Has GMO Waived,
|
|
|
|
|
|
|
Current
|
|
|
Reduced or Otherwise
|
|
|
|
|
|
|
Management
|
|
|
Agreed to Reduce
|
|
|
|
|
|
|
Fee/Shareholder
|
|
|
Management Shareholder
|
|
|
|
|
|
|
Service Fee Paid
|
|
|
Service Fees Incurred
|
|
|
|
Net Assets as of
|
|
|
by the Fund to
|
|
|
(Directly or Indirectly) by
|
Fund Name
|
|
|
June 30, 2011
|
|
|
GMO
|
|
|
the Fund?
|
GMO Benchmark-Free Fund
|
|
|
$939,981,851
|
|
|
None/None*
|
|
|
No
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Bears indirectly management fees and shareholder services fees
charged by the underlying GMO funds in which the Fund invests. |
G-1
EXHIBIT H
SHARES OUTSTANDING AND BENEFICIAL OWNERSHIP
As of the Record Date (i.e., October 5, 2011), there were
7,287,356.115 shares outstanding for Class III shares
of the Fund.
The table below sets forth the names, addresses and percentage
ownership of those shareholders known by the Trust to own
beneficially 5% or more of the outstanding Class III shares
of the Fund as of June 30, 2011.
|
|
|
|
|
|
|
|
|
|
CLASS
|
|
|
NAME AND ADDRESS
|
|
|
NUMBER OF SHARES
|
|
|
PERCENT OWNERSHIP
|
Class III
|
|
|
JP Morgan Chase Bank as Trustee for The Boeing Company Employee Retirement Plans Master Trust
100 N. Riverside Plaza Chicago, IL 60606-1596
|
|
|
12,911,354.994
|
|
|
12.46%
|
|
|
|
|
|
|
|
|
|
|
Class III
|
|
|
Abbott Laboratories Annuity Retirement Trust
200 Abbott Park Road Abbott Park, IL 60064-3500
|
|
|
12,490,954.362
|
|
|
12.06%
|
|
|
|
|
|
|
|
|
|
|
Class III
|
|
|
Screen Actors Guild - Producers Pension Plan
3601 West Olive Avenue, 2nd Floor Burbank, CA 91505-4662
|
|
|
11,005,033.515
|
|
|
10.62%
|
|
|
|
|
|
|
|
|
|
|
Class III
|
|
|
Maine Public Employees Retirement System
46 State House Station Augusta, ME 04333
|
|
|
8,814,945.279
|
|
|
8.51%
|
|
|
|
|
|
|
|
|
|
|
Class III
|
|
|
The Ministers and Missionaries Benefit Board of American Baptist Churches
475 Riverside Drive, Suite 1700 New York, NY 10115-0049
|
|
|
6,576,021.243
|
|
|
6.35%
|
|
|
|
|
|
|
|
|
|
|
Class III
|
|
|
Wyoming Retirement System
6101 Yellowstone Road, Suite 500 Cheyenne, WY 82002
|
|
|
5,895,259.565
|
|
|
5.69%
|
|
|
|
|
|
|
|
|
|
|
H-1
EXHIBIT I
TRUSTEE AND EXECUTIVE OFFICER OWNERSHIP OF THE
FUND
The following table sets forth the Trustees and executive
officers of the Trust direct beneficial share ownership in
the Fund as of June 30, 2011. The address of each of them
is
c/o GMO
Trust, 40 Rowes Wharf, Boston, Massachusetts 02110.
|
|
|
|
|
|
|
Amount of Ownership in
|
Name of Trustee/Officer
|
|
|
the Fund*
|
Donald W. Glazer
(Independent Trustee)
|
|
|
4,948.30 Class III shares
|
|
|
|
|
Peter Tufano
(Independent Trustee)
|
|
|
None
|
|
|
|
|
Paul Braverman
(Independent Trustee)
|
|
|
None
|
|
|
|
|
Joseph B. Kittredge, Jr.
(Trustee; President and Chief Executive
Officer of the Trust)
|
|
|
None
|
|
|
|
|
Sheppard N. Burnett
(Treasurer and Chief Financial Officer of
the Trust)
|
|
|
1,535.76 Class III shares
|
|
|
|
|
|
|
|
* |
|
As of June 30, 2011, the Trustees and officers of the Trust
as a group owned 1% or less of the outstanding shares of each
class of shares of the Fund. |
I-1
PROXY CARD FOR
GMO TRUST
GMO BENCHMARK-FREE ALLOCATION FUND
SPECIAL
MEETING OF SHAREHOLDERS NOVEMBER 10, 2011
The undersigned hereby appoints Jason B. Harrison, David L. Bohan, and Gregory L. Pottle, and
each of them separately, as Proxies of the undersigned, with full power of substitution, and hereby
authorizes each of them to vote on behalf of the undersigned all shares of GMO Benchmark-Free
Allocation Fund (the Fund) that the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at 9:00 a.m., Eastern Time, on November 10, 2011 at the offices
of Grantham, Mayo, Van Otterloo & Co. LLC, 40 Rowes Wharf, Boston, MA 02110 and at any
postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if
personally present. This proxy will be governed by and construed in accordance with the laws of
The Commonwealth of Massachusetts and applicable federal securities laws. The execution of this
proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than
the revocation, in accordance with the laws of The Commonwealth of Massachusetts and applicable
federal securities laws, of any proxy previously granted specifically in connection with the voting
of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the
powers conferred thereby. This Proxy is solicited by the Board of Trustees of GMO Trust on behalf
of the Fund. The Board recommends that you vote FOR the proposal.
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS CARD, SIGN IT BELOW, AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED. YOUR VOTE IS IMPORTANT.
|
|
|
PROXY SOLICITED ON
BEHALF OF BOARD OF
TRUSTEES
|
|
Note: Please sign your name exactly as it appears on this card. If you
are a joint
owner, any one of you may sign. When signing as executor,
administrator, attorney,
trustee, or guardian, or as custodian for a minor, please give your
full title as such.
If you are signing for a corporation, please sign the full corporate
name and indicate
the signers office. If you are a partner, sign in the partnership name. |
|
|
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|
|
|
Signature |
|
|
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|
|
|
|
|
|
|
|
Signature (if held jointly) |
|
|
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|
|
|
|
|
|
|
Date |
PLEASE
FOLD HERE AND RETURN THE ENTIRE BALLOT DO NOT DETACH
This proxy is solicited by the Board of Trustees, who unanimously
recommends that
you vote FOR the Proposal.
VOTE BY PHONE:
To cast your vote by phone with a proxy voting representative, call toll-free
1(877) 864-5051 and provide the representative with the TAG ID found on the bottom left corner of
this proxy card.
Representatives are available to take your voting instructions Monday through Friday 9:00
A.M. to 10:00 P.M. and Saturday 12:00 P.M. through 6:00 P.M. Eastern Time.
VOTE BY MAIL:
To vote your proxy by mail,
check the appropriate voting box on the
reverse side of the Proxy Ballot, sign and date the ballot and return
it in
the enclosed postage-paid envelope or mail to: TAG Proxy Services, P.O. Box 6500,
Carlstadt, NJ 07072-0500.
DEAR SHAREHOLDER:
YOUR VOTE IS IMPORTANT. PLEASE HELP US TO AVOID THE EXPENSE OF FOLLOW-UP MAILINGS BY SIGNING AND
RETURNING THIS PROXY CARD. A POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. PLEASE REFER
TO THE BACK OF THE PROXY CARD FOR ADDITIONAL INFORMATION REGARDING THE PROPOSAL.
GMO BENCHMARK-FREE ALLOCATION FUND
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy
Statement for this meeting is available at www.proxyonline.us/docs/gmobmfa.pdf.
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 THE PROPOSAL.
ABSTENTIONS DO NOT CONSTITUTE A VOTE FOR AND EFFECTIVELY RESULT IN A VOTE AGAINST THE PROPOSAL. IN
THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
PLEASE FILL IN A BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2PENCIL:
n
PLEASE DO NOT USE FINE POINT PENS.
|
|
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|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
1.
|
|
To approve a new management
contract between GMO Trust,
on behalf of GMO
Benchmark-Free Allocation Fund
(the
Fund), and Grantham, Mayo,
Van Otterloo & Co. LLC, the
investment manager to the Fund.
|
|
o
|
|
o
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|
o |
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|
|
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|
|
2.
|
|
To transact such other
business as may properly come
before the
Special Meeting and any
postponement or adjournment
thereof. |
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
THIS CARD IS VALID ONLY WHEN SIGNED AND DATED. PLEASE COMPLETE AND RETURN THIS PROXY BALLOT
PROMPTLY. PROXY BALLOTS MUST BE RECEIVED PRIOR TO THE SPECIAL MEETING TO BE COUNTED.
PLEASE SIGN AND DATE ON REVERSE SIDE.
|
|
|
|
|
TAGID
|
|
SCANNER CODE
|
|
CUSIP: |