485BXT 1 b52399mpe485bxt.txt GMO TRUST File Nos. 2-98772 811-4347 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 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. 99 /X/ -- -- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 124 /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 December 4, 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. 99 is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the "Securities Act"), solely to designate December 4, 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. Post-Effective Amendment No. 76 was initially scheduled to become effective on May 4, 2004, and has been the subject of multiple delaying amendments, most recently Post-Effective Amendment No. 98 filed pursuant to Rule 485(b)(1)(iii) under the Securities Act on October 22, 2004 solely to designate November 10, 2004 as a new effective date for Post-Effective Amendment No. 76. This Post-Effective Amendment No. 99 is intended to amend and supersede Post-Effective Amendment No. 98 and all other prior delaying amendments. This Post-Effective Amendment No. 99, 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. 99 under the Securities Act and Post-Effective Amendment No. 124 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 9th day of November, 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. 99 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 November 9, 2004 ---------------------- Officer; Principal Executive Scott E. Eston Officer SUSAN RANDALL HARBERT* Chief Financial Officer and November 9, 2004 ---------------------- Treasurer; Principal Financial Susan Randall Harbert and Accounting Officer R. JEREMY GRANTHAM* Trustee November 9, 2004 ---------------------- R. Jeremy Grantham JAY O. LIGHT* Trustee November 9, 2004 ---------------------- Jay O. Light DONALD W. GLAZER* Trustee November 9, 2004 ---------------------- Donald W. Glazer
* By: /S/ ELAINE M. HARTNETT ---------------------- Elaine M. Hartnett Attorney-in-Fact