Securities Act File No. 333-243763
As filed with the Securities and Exchange Commission
ON OCTOBER 18, 2021
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | x |
| |
| Pre-Effective Amendment No. __ | ¨ |
| |
| Post-Effective Amendment No. 1 | 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)
Douglas Y. Charton, Esq.
GMO Trust
40 Rowes Wharf
Boston, Massachusetts 02110
(Name and address of agent for service)
with a copy to:
Thomas R. Hiller, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
This Post-Effective Amendment No. 1 relates solely to the following series and classes of the Registrant:
Class R6 and Class I shares of GMO Benchmark-Free Allocation Fund, a series of the Registrant
Class I shares of GMO Climate Change Fund, a series of the Registrant
Class I shares of GMO Emerging Domestic Opportunities Fund, a series of the Registrant
Class R6 and Class I shares of GMO Emerging Markets Fund, a series of the Registrant
Class R6 and Class I shares of GMO Global Asset Allocation Fund, a series of the Registrant
Class R6 shares of GMO International Developed Equity Allocation Fund, a series of the Registrant
Class R6 shares of GMO International Equity Allocation Fund, a series of the Registrant
Class R6 and Class I shares of GMO Quality Fund, a series of the Registrant
Class R6 and Class I shares of GMO Resources Fund, a series of the Registrant
It is proposed that this Post-Effective Amendment No. 1 will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
An indefinite amount of the Registrant’s securities have been registered under the Securities Act of 1933, as amended, pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. In reliance upon such Rule, no filing fee is paid at this time.
EXPLANATORY NOTE
The Registrant hereby incorporates by reference the Combined Proxy Statement/Prospectus and Statement of Additional Information filed as Parts A and B, respectively, in the Registrant’s Registration Statement on Form N-14 as filed with the Securities and Exchange Commission on August 10, 2020 (Accession No. 0001104659-20-092851), and subsequently filed in definitive form pursuant to Rule 497 on September 14, 2020 (the “Registration Statement”) (Accession No. 0001104659-20-104866).
This Post-Effective Amendment No. 1 is being filed solely for the purpose of including in the Registration Statement the executed tax opinions and related consent of Ropes & Gray LLP supporting the tax matters discussed in the Combined Proxy Statement/Prospectus.
GMO TRUST
PART C. OTHER INFORMATION
Please refer to Article 4 (Indemnification) of the Amended and Restated By-laws of GMO Trust, effective as of March 1, 2007, as amended November 17, 2015 (the “By-laws”), which are incorporated by reference to Post-Effective Amendment No. 186 to the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”) (File No. 002-98772).
In addition, GMO Trust will maintain a trustees and officers liability insurance policy under which GMO Trust and its trustees and officers will be named insureds. GMO Trust also has entered into agreements with each of its trustees pursuant to which each of the Funds has agreed to indemnify each Trustee to the maximum extent permitted by applicable law against any liability and expense incurred by the Trustee by reason of the Trustee being or having been a Trustee.
Insofar as indemnification for liability arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to GMO Trust’s By-laws, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (“SEC”) such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
| | | b. | Form of Amended and Restated Delegation Agreement (the “Delegation Agreement”), dated June 29, 2001, between GMO Trust, on behalf of GMO Multi-Sector Fixed Income Fund, and GMO Emerging Country Debt Fund, and IBT, as amended from time to time to include GMO Strategic Opportunities Allocation Fund, GMO SGM Major Markets Fund, GMO Global Developed Equity Allocation Fund, GMO U.S. Equity Fund, GMO International Developed Equity Allocation Fund, GMO U.S. Treasury Fund, GMO Asset Allocation Bond Fund, GMO Opportunistic Income Fund, GMO High Quality Short-Duration Bond Fund, GMO Benchmark-Free Fund, GMO Implementation Fund, GMO Risk Premium Fund, GMO Special Opportunities Fund, GMO GAAR Implementation Fund, GMO Climate Change Fund, GMO High Yield Fund, GMO Strategic Short-Term Fund, GMO Cyclical Focus Fund, and GMO Emerging Country Debt Shares Fund;3 |
| (13) | a. | Form of Transfer Agency and Service Agreement (the “Transfer Agency and Service Agreement”), dated August 1, 1991, among GMO Trust, on behalf of certain Funds listed therein, GMO and IBT, as amended from time to time to include GMO International Equity Allocation Fund, GMO Global Asset Allocation Fund, GMO Global Equity Allocation Fund, GMO Multi-Sector Fixed Income Fund, GMO Tax-Managed International Equities Fund, GMO Opportunistic Income Fund, GMO Quality Fund, GMO Strategic Opportunities Allocation Fund, GMO SGM Major Markets Fund, GMO Global Developed Equity Allocation Fund, GMO U.S. Equity Fund, GMO International Developed Equity Allocation Fund, GMO U.S. Treasury Fund, GMO Asset Allocation Bond Fund, GMO High Quality Short-Duration Bond Fund, GMO Emerging Domestic Opportunities Fund, GMO Benchmark-Free Fund, GMO Resources Fund, GMO Implementation Fund, GMO Risk Premium Fund, GMO Special Opportunities Fund, GMO GAAR Implementation Fund, GMO Climate Change Fund, GMO High Yield Fund, GMO Strategic Short-Term Fund, GMO Cyclical Focus Fund, and GMO Emerging Country Debt Shares Fund;7 |
| (15) | Financial Statements — not applicable. |
1. Previously filed with the SEC as part of Post-Effective Amendment No. 27 to the Registration Statement under the Securities Act and Amendment No. 28 to the Registration Statement under the Investment Company Act of 1940 Act (the “1940 Act”) on March 13, 1996, and hereby incorporated by reference.
2. Previously filed with the SEC as part of Post-Effective Amendment No. 29 to the Registration Statement under the Securities Act and Amendment No. 30 to the Registration Statement under the 1940 Act on June 28, 1996, and hereby incorporated by reference.
3. Previously filed with the SEC as part of Post-Effective Amendment No. 64 to the Registration Statement under the Securities Act and Amendment No. 77 to the Registration Statement under the 1940 Act on May 1, 2002, and hereby incorporated by reference.
4. Previously filed with the SEC as part of Post-Effective Amendment No. 71 to the Registration Statement under the Securities Act and Amendment No. 89 to the Registration Statement under the 1940 Act on June 30, 2003, and hereby incorporated by reference.
5. Previously filed with the SEC as part of Post-Effective Amendment No. 72 to the Registration Statement under the Securities Act and Amendment No. 90 to the Registration Statement under the 1940 Act on October 31, 2003, and hereby incorporated by reference.
6. Previously filed with the SEC as part of Post-Effective Amendment No. 123 to the Registration Statement under the Securities Act and Amendment No. 151 to the Registration Statement under the 1940 Act on May 17, 2006, and hereby incorporated by reference.
7. Previously filed with the SEC as part of Amendment No. 154 to the Registration Statement under the 1940 Act on June 28, 2006, and hereby incorporated by reference.
8. Previously filed with the SEC as part of Post-Effective Amendment No. 139 to the Registration Statement under the Securities Act and Amendment No. 174 to the Registration Statement under the 1940 Act on October 30, 2009, and hereby incorporated by reference.
9. Previously filed with the SEC as part of Amendment No. 178 to the Registration Statement under the 1940 Act on June 25, 2010, and hereby incorporated by reference.
10. Previously filed with the SEC as part of Post-Effective Amendment No. 143 to the Registration Statement under the Securities Act and Amendment No. 180 to the Registration Statement under the 1940 Act on August 2, 2010, and hereby incorporated by reference.
11. Previously filed with the SEC as part of Post-Effective Amendment No. 153 to the Registration Statement under the Securities Act and Amendment No. 192 to the Registration Statement under the 1940 Act on December 6, 2011, and hereby incorporated by reference.
12. Previously filed with the SEC as part of Amendment No. 156 to the Registration Statement under the Securities Act and Amendment No. 196 to the Registration Statement under the 1940 Act on December 29, 2011, and hereby incorporated by reference.
13. Previously filed with the SEC as part of Post-Effective Amendment No. 170 to the Registration Statement under the Securities Act and Amendment No. 213 to the Registration Statement under the 1940 Act on February 7, 2014, and hereby incorporated by reference.
14. Previously filed with the SEC as part of Amendment No. 225 to the Registration Statement under the 1940 Act on April 13, 2015, and hereby incorporated by reference.
15. Previously filed with the SEC as part of Amendment No. 228 to the Registration Statement under the 1940 Act on June 26, 2015, and hereby incorporated by reference.
16. Previously filed with the SEC as part of Post-Effective Amendment No. 186 to the Registration Statement under the Securities Act and Amendment No. 232 to the Registration Statement under the 1940 Act on December 1, 2015, and hereby incorporated by reference.
17. Previously filed with the SEC as part of Post-Effective Amendment No. 188 to the Registration Statement under the Securities Act and Amendment No. 234 to the Registration Statement under the 1940 Act on April 29, 2016, and hereby incorporated by reference.
18. Previously filed with the SEC as part of Post-Effective Amendment No. 189 to the Registration Statement under the Securities Act and Amendment No. 235 to the Registration Statement under the 1940 Act on June 29, 2016, and hereby incorporated by reference.
19. Previously filed with the SEC as part of Post-Effective Amendment No. 193 to the Registration Statement under the Securities Act and Amendment No. 239 to the Registration Statement under the 1940 Act on March 27, 2017, and hereby incorporated by reference.
20. Previously filed with the SEC as part of Post-Effective Amendment No. 195 to the Registration Statement under the Securities Act and Amendment No. 241 to the Registration Statement under the 1940 Act on May 1, 2017, and hereby incorporated by reference.
21. Previously filed with the SEC as part of Post-Effective Amendment No. 196 to the Registration Statement under the Securities Act and Amendment No. 242 to the Registration Statement under the 1940 Act on June 30, 2017, and hereby incorporated by reference.
22. Previously filed with the SEC as part of Post-Effective Amendment No. 199 to the Registration Statement under the Securities Act and Amendment No. 245 to the Registration Statement under the 1940 Act on April 16, 2018, and hereby incorporated by reference.
23. Previously filed with the SEC as part of Post-Effective Amendment No. 201 to the Registration Statement under the Securities Act and Amendment No. 247 to the Registration Statement under the 1940 Act on May 1, 2018, and hereby incorporated by reference.
24. Previously filed with the SEC as part of Post-Effective Amendment No. 203 to the Registration Statement under the Securities Act and Amendment No. 249 to the Registration Statement under the 1940 Act on June 29, 2018, and hereby incorporated by reference.
25. Previously filed with the SEC as part of Post-Effective Amendment No 206 to the Registration Statement under the Securities Act and Amendment No. 252 to the Registration Statement under the 1940 Act on April 16, 2019, and hereby incorporated by reference.
26. Previously filed with the SEC as part of Post-Effective Amendment No 210 to the Registration Statement under the Securities Act and Amendment No. 256 to the Registration Statement under the 1940 Act on June 28, 2019, and hereby incorporated by reference.
27. Previously filed with the SEC as part of Amendment No. 258 to the Registration Statement under the 1940 Act on April 14, 2020, and hereby incorporated by reference.
28. Previously filed with the SEC as part of Post-Effective Amendment No 213 to the Registration Statement under the Securities Act and Amendment No. 260 to the Registration Statement under the 1940 Act on May 1, 2020, and hereby incorporated by reference.
29. Previously filed with the SEC as part of Post-Effective Amendment No. 214 to the Registration Statement under the Securities Act and Amendment No. 261 to the Registration Statement under the 1940 Act on June 30, 2020, and hereby incorporated by reference.
30. Previously filed with the SEC as Appendix A to Part A of the Registrant’s registration statement on Form N-14 on August 10, 2020, and hereby incorporated by reference.
31. Previously filed with the SEC as part of the Registrant’s registration statement on Form N-14 on August 10, 2020, and hereby incorporated by reference.
| (1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| (2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
| (3) | The undersigned Registrant agrees to file by post-effective amendment an opinion of counsel supporting the tax consequences of the proposed reorganizations within a reasonable period of time after receipt of such opinion. |
Notice
A copy of the Declaration of Trust, together with all amendments thereto, is on file with the Secretary of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of GMO Trust by an officer of GMO Trust as an officer and not individually and that the obligations of this instrument are not binding upon any of the Trustees or officers of GMO Trust or shareholders of any series of GMO Trust individually but are binding only upon the assets and property of GMO Trust or the respective series.
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Boston and The Commonwealth of Massachusetts, on the 18th day of October, 2021.
| | GMO Trust |
| | |
| | By: | TARA PARI* |
| | | Tara Pari |
| | | Title: Chief Executive Officer; |
| | | Principal Executive Officer |
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | | Title | | Date |
| | | | | |
| TARA PARI* | | Chief Executtive Officer; Principal Executive Officer | | October 18, 2021 |
| Tara Pari | | | | |
| | | | | |
| BETTY MAGANZINI* | | Treasurer; Chief Financial Officer; Chief Accounting Officer; Principal | | October 18, 2021 |
| Betty Maganzini | | Financial and Accounting Officer | | |
| | | | | |
| Paul Braverman* | | Trustee | | October 18, 2021 |
| Paul Braverman | | | | |
| | | | | |
| DONALD W. GLAZER* | | Trustee | | October 18, 2021 |
| Donald W. Glazer | | | | |
| | | | | |
| CAROLYN HALEY* | | Trustee, President | | October 18, 2021 |
| Carolyn Haley | | | | |
| | | | | |
| PETER TUFANO* | | Trustee | | October 18, 2021 |
| Peter Tufano | | | | |
| | * By: | /s/ Douglas Y. Charton |
| | | Douglas Y. Charton |
| | | Attorney-in-Fact** |
** Pursuant to Power of Attorney for each of Paul Braverman, Donald W. Glazer, and Peter Tufano filed with the SEC as part of the Registrant’s registration statement on Form N-14 on August 10, 2020; pursuant to Power of Attorney for Carolyn Haley filed herewith; and pursuant to Power of Attorney for each of Tara Pari and Betty Maganzini filed herewith.
EXHIBIT INDEX
GMO TRUST
