485BXT 1 b52233mpe485bxt.txt GMO GLOBAL EQUITY ASSET ALLOCATION File Nos. 2-98772 811-4347 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 2004 ================================================================================ 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. 98 /X/ -- -- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 123 /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: Scott Eston J.B. Kittredge, Esq. GMO Trust Ropes & Gray LLP 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: / / Immediately upon filing pursuant to paragraph (b), or / / 60 days after filing pursuant to paragraph (a)(1), or /X/ On November 10, 2004 pursuant to paragraph (b), or --------------- / / 75 days after filing pursuant to paragraph (a)(2), of Rule 485. If appropriate, check the following box: /X/ This post-effective amendment designates a new effective date for a previously filed post-effective amendment. NOTE: This Post-Effective Amendment No. 98 is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the "Securities Act"), solely to designate November 10, 2004 as the new effective date for Post-Effective Amendment No. 76 filed pursuant to Rule 485(a) under the Securities Act on February 19, 2004. This Post-Effective Amendment No. 98 is intended to amend and supersede Post-Effective Amendment No. 78, Post-Effective Amendment No. 80, Post-Effective Amendment No. 81, Post-Effective Amendment No. 82, Post-Effective Amendment No. 83, Post-Effective Amendment No. 85, Post-Effective Amendment No. 88, Post-Effective Amendment No. 91, and Post-Effective Amendment No. 96 filed pursuant to Rule 485(b) under the Securities Act on May 3, 2004, June 2, 2004, June 9, 2004, June 17, 2004, June 29, 2004, July 15, 2004, August 5, 2004, September 2, 2004, and October 1, 2004, respectively, solely to designate June 3, 2004, June 10, 2004, June 18, 2004, June 30, 2004, July 16, 2004, August 6, 2004, September 3, 2004, October 3, 2004, and October 25, 2004, respectively, as new effective dates for Post-Effective Amendment No. 76. This Post-Effective Amendment No. 98, however, is not intended to amend or supersede any information contained in Post-Effective Amendment No. 76. This filing relates only to the GMO Global Equity Asset Allocation Fund and GMO U.S. Sector Asset Allocation Fund, two of forty-four series of the Registrant; it is not intended to amend or supersede any prior filing relating to any other series of the Registrant. ================================================================================ GMO TRUST Part A. INFORMATION REQUIRED IN A PROSPECTUS Part A is incorporated by reference to Part A of Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A of GMO Trust (the "Registrant") under the Securities Act of 1933, as amended, and Post-Effective Amendment No. 95 to the Registrant's Registration Statement on Form N-1A under the Investment Company Act of 1940, as amended, filed with the Securities and Exchange Commission (the "SEC") on February 19, 2004 ("Amendment No. 76/95"). Part B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION Part B is incorporated by reference to Part B of Amendment No. 76/95 to the Registrant's Registration Statement on Form N-1A filed with the SEC on February 19, 2004. Part C. OTHER INFORMATION Part C is incorporated by reference to Part C of Amendment No. 76/95 to the Registrant's Registration Statement on Form N-1A filed with the SEC on February 19, 2004. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 (the "Securities Act") and the Investment Company Act of 1940 (the "1940 Act"), the Registrant, GMO Trust, certifies that it meets all of the requirements of this Registration Statement under Rule 485(b) under the Securities Act, and has duly caused this Post-Effective Amendment No. 98 under the Securities Act and Post-Effective Amendment No. 123 under the 1940 Act to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and The Commonwealth of Massachusetts, on the 22nd day of October, 2004. GMO Trust By: SCOTT E. ESTON* ---------------- Scott E. Eston Title: President; Chief Executive Officer; Principal Executive Officer Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 98 to the GMO Trust's Registration Statement under the Securities Act has been signed below by the following persons in the capacities and on the date indicated.
Signatures Title Date ----------- ------ ---- SCOTT E. ESTON* President; Chief Executive Officer; October 22, 2004 -------------- Principal Executive Officer Scott E. Eston SUSAN RANDALL HARBERT* Chief Financial Officer and Treasurer; October 22, 2004 ---------------------- Principal Financial and Accounting Susan Randall Harbert Officer R. JEREMY GRANTHAM* Trustee October 22, 2004 ------------------- R. Jeremy Grantham JAY O. LIGHT* Trustee October 22, 2004 ------------- Jay O. Light DONALD W. GLAZER* Trustee October 22, 2004 ----------------- Donald W. Glazer * By: /S/ ELAINE M. HARTNETT ---------------------- Elaine M. Hartnett Attorney-in-Fact