GMO TRUST AMENDMENT NO. 24 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
AMENDMENT
NO. 24
TO
The
undersigned, constituting at least a majority of the trustees of the GMO
Trust,
a Massachusetts business trust created and existing under an Amended and
Restated Agreement and Declaration of Trust dated June 23, 2000 (the
"Declaration of Trust"), a copy of which is on file in the Office of the
Secretary of The Commonwealth of Massachusetts, do hereby direct that this
Amendment No.24 be filed with the Secretary of The Commonwealth of Massachusetts
and do hereby amend the Declaration of Trust by amending and restating Exhibit
3.6 of the Declaration of Trust in its entirety as attached hereto.
The
foregoing amendment shall become effective as of the time it is filed with
the
Secretary of The Commonwealth of Massachusetts.
AMENDMENT
24.DOC
IN
WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 2nd
day of
June, 2005.
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AMENDMENT
24.DOC
Exhibit
3.6
Plan
pursuant to Rule 18f-3 under the
Investment
Company Act of 1940
Effective
June 1, 1996
As
Amended and Restated June 2, 2005
This
Plan
(the "Plan") is adopted by GMO Trust (the "Trust") pursuant to Rule 18f-3
under
the Investment Company Act of 1940 (the "Act") and sets forth the general
characteristics of, and the general conditions under which the Trust may
offer,
multiple classes of shares of its now existing and hereafter created portfolios
("Funds"). This Plan may be revised or amended from time to time as provided
below.
Class
Designations
Each
Fund
of the Trust may from time to time issue one or more of the following classes
of
shares: Class I Shares, Class II Shares, Class III Shares, Class IV Shares,
Class V Shares, Class VI Shares, Class VII Shares, Class VIII Shares and
Class M
Shares. Each of the classes of shares of any Fund will represent interests
in
the same portfolio of investments and, except as described herein, shall
have
the same rights and obligations as each other class. Each class shall be
subject
to such investment minimums and other conditions of eligibility as are set
forth
in the Trust's prospectus or statement of additional information as from
time to
time in effect (the "Prospectus"). The Trust may determine to modify such
investment minimums from time to time as set forth in the Prospectus from
time
to time.
Class
Eligibility
Class
I, Class II and Class III Shares:
With
certain exceptions described below, eligibility for Class I, Class II and
Class
III Shares is dependent upon the client meeting either (i) a minimum
"Total
Fund Investment"
requirement, which includes only a client's total investment in the particular
Fund, or (ii) a minimum "Total
Investment" with
Grantham, Mayo, Van Otterloo & Co. LLC ("GMO" or the "Manager") requirement.
Determination
of Total Investments: A
client's Total Investment will be determined by GMO (i) at the time of the
client's initial investment, (ii) at the close of business on the last business
day of each business quarter, or (iii) on such other dates as may be determined
by GMO (each a "Determination Date"). Subject to as provided below, a client's
Total Investment as of any Determination Date will equal the market value
of
assets managed by GMO and its affiliates for the client (whether in a pooled
vehicle or otherwise) as of such Determination Date.
For
Clients establishing a relationship with GMO on or after June 1, 1996:
A
client's Total
Investment will be determined by GMO at the Determination Date.
For
Clients with Accounts as of May 31, 1996:
Any
client of GMO whose Total Investment as of May 31, 1996 was equal to or greater
than $7 million will remain eligible for Class III Shares indefinitely, provided
that such client does not make a withdrawal or redemption that causes the
client's Total Investment to fall below $7 million. Any client whose Total
Investment as of May 31, 1996 was less than $7 million, but greater than
$0,
will be eligible for Class II Shares indefinitely. For clients with GMO accounts
as of May 31, 1996, their initial Total Investment will equal the market
value
of all of their GMO investments as of the close of business on May 31, 1996
and
will subsequently be calculated as described in the preceding
section.
Class
IV, Class V, Class VI, Class VII and Class VIII Shares:
Eligibility
for Class IV, Class V, Class VI, Class VII and Class VIII Shares is dependent
upon the client meeting either (i) a minimum "Total
Fund Investment"
requirement, which includes only a client's total investment in the particular
Fund, or (ii) a minimum "Total
Investment”
with GMO
requirement (calculated as described above for Class I, Class II and Class
III
shares), provided that clients who qualify for investment in Class IV, Class
V,
Class VI, Class VII or Class VIII shares of a particular Fund as a result
of
satisfying the minimum Total Investment requirement may also be required
to make
a minimum investment in such Fund, in such amount as is set forth in the
Prospectus from time to time; and, provided further, that a client’s Total
Investment required to purchase shares of GMO Foreign Fund will equal the
market
value of assets managed by GMO for the client within its International Active
Division’s EAFE strategy as of a Determination Date.
Additional
Class Eligibility Information for Class I, Class II, Class III, Class IV,
Class
V, Class VI, Class VII and Class VIII Shares:
GMO
will
make all determinations as to aggregation of client accounts for purposes
of
determining eligibility. For purposes of calculating a client's Total Fund
Investment or Total Investment on a Determination Date, GMO may determine
to
include assets which the client has committed to deliver to GMO or its
affiliates for management over an agreed upon period of time, but which have
not
been delivered as of the Determination Date. The Trust may waive eligibility
requirements for certain types of accounts (e.g., other Funds of the Trust).
Class
M Shares:
Investors
purchasing through third party intermediaries will be eligible to purchase
Class
M Shares.
Class
Characteristics
Class
I, Class II, Class III, Class IV, Class V, Class VI, Class VII and Class
VIII
Shares:
The
sole
difference among the various classes of shares is the level of shareholder
service fee ("Shareholder Service Fee") borne by the class for client and
shareholder service, reporting and other support provided to such class by
GMO.
The
multiple class structure reflects the fact that, as the size of the client
relationship increases, the cost to service that relationship is expected
to
decrease as a percentage of the account. Thus, the Shareholder Service Fee
is
lower for classes for which eligibility criteria generally require greater
assets under GMO's management.
Class
M:
Class
M
Shares are subject to a Rule 12b-1 fee not to exceed 1.00%, and an
administration fee. Up to 0.25% of the Rule 12b-1 fee may be paid by the
Fund's
distributor to third parties in connection with services primarily intended
to
result in the sale of Class M Shares and/or certain other services to Class
M
Shares. A portion of the administration fee may be paid by GMO to third parties
for providing record keeping and other services to the Class M
Shares.
Allocations
to Each Class
Expense
Allocations
Shareholder
Service Fees payable by the Trust to the shareholder servicer of the Trust's
shares (the "Shareholder Servicer") shall be allocated, to the extent
practicable, on a class-by-class basis, excluding Class M Shares, which pay
no
Shareholder Service Fees. In addition, all Rule 12b-1 fees and administration
fees payable by the Trust in respect of its Class M Shares shall be allocated
exclusively to Class M Shares. Subject to the approval of the Trust's Board
of
Trustees, including a majority of the independent Trustees, the following
"Class
Expenses" may (if such expense is properly assessable at the class level)
in the
future be allocated on a class-by-class basis: (a) transfer agency costs
attributable to each class, (b) printing and postage expenses related to
preparing and distributing materials such as shareholder reports, prospectuses
and proxy statements to current shareholders of a specific Class, (c) SEC
registration fees incurred with respect to a specific class, (d) blue sky
and
foreign registration fees and expenses incurred with respect to a specific
class, (e) the expenses of personnel and services required to support
shareholders of a specific class (including, but not limited to, maintaining
telephone lines and personnel to answer shareholder inquiries about their
accounts or about the Trust), (f) litigation and other legal expenses relating
to a specific class of shares, (g) Trustees' fees or expenses incurred as
a
result of issues relating to a specific class of shares, (h) accounting and
consulting expenses relating to a specific class of shares, (i) any fees
imposed
pursuant to a non-Rule 12b-1 shareholder service plan that relate to a specific
class of shares, and (j) any additional expenses, not including advisory
or
custodial fees or other expenses related to the management of the Trust's
assets, if these expenses are actually incurred in a different amount with
respect to a class, or if services are provided with respect to a class,
or if
services are provided with respect to a class that are of a different kind
or to
a different degree than with respect to one or more other classes.
All
expenses not now or hereafter designated as Class Expenses ("Fund Expenses")
will be allocated to each class on the basis of the net asset value of that
class in relation to the net asset value of the relevant Fund.
However,
notwithstanding the above, a Fund may allocate all expenses other than Class
Expenses on the basis of any methodology permitted by Rule 18f-3(c) under
the
Act, provided, however, that until such time as this Plan is amended with
respect to the Fund's allocation methodology, the Fund will allocate all
expenses other than Class Expenses on the basis of relative net
assets.
Waivers
and Reimbursements
The
Manager, the Shareholder Servicer, the Funds' distributor and the Funds'
administrator may choose to waive or reimburse Shareholder Service Fees,
Rule
12b-1 Fees, administration fees, or any other Class Expenses on a voluntary
or
temporary basis.
Income,
Gains and Losses
Income
and realized and unrealized capital gains and losses shall be allocated to
each
class on the basis of the net asset value of that class in relation to the
net
asset value of the relevant Fund.
Each
Fund
may allocate income and realized and unrealized capital gains and losses
to each
share based on any methodology permitted by Rule 18f-3(c)(2) under the Act,
consistent with the provisions set forth in "Expense Allocations"
above.
Conversion
and Exchange Features
For
all
Classes except Class M, on each Determination Date, the value of each client's
Total Investment and Total Fund Investment with GMO will be determined. Based
on
that determination, and subject to the following, each client's shares of
each
Fund will be converted to the class of shares of that Fund which is then
being
offered bearing the lowest Shareholder Service Fee for which the client
satisfies all minimum investment requirements (or, to the extent the client
already holds shares of that class, the client will remain in that class).
With
respect to any Fund:
| (i) |
To
the extent a client satisfies all minimum investment requirements
for a
class of shares then being offered that bears a lower Shareholder
Service
Fee than the class held by the client on the Determination Date,
the
client's shares will be automatically converted to that class within
the
period of time following the Determination Date specified in the
Prospectus in effect from time to time.
|
| (ii) |
If
a client no longer satisfies all minimum investment requirements
for the
class of shares held by the client as of the last Determination Date
of a
calendar year, the Trust will convert the client's shares to the
class
which is then being offered bearing the lowest Shareholder Service
Fee for
which the client satisfies all minimum investment requirements (and
which
class will typically bear a higher Shareholder Service Fee than the
class
held by the client as of the last Determination Date of that calendar
year). To the extent the client no longer satisfies all minimum investment
requirements for any class as of the last Determination Date of a
calendar
year, the Trust will convert the client's shares to the class of
that Fund
which is then being offered bearing the highest Shareholder Service
Fee.
Notwithstanding the foregoing, a client's shares will not be converted
to
a class of shares bearing a higher Shareholder Service Fee without
prior
notification by the Trust to afford the client a reasonable opportunity
to
make an additional investment to remain eligible for the client's
current
class of shares, as set forth in the Prospectus in effect from time
to
time. If the client is not able to make an additional investment
in a Fund
solely because the Fund is closed to new investment or is capacity
constrained, the client will remain in the class of shares then held
by
the client. Any conversion of a client's shares to a class of shares
bearing a higher Shareholder Service Fee would occur within the period
of
time following the last Determination Date of a calendar year specified
in
the Prospectus in effect from time to
time.
|
Clients
holding Class M Shares are not currently eligible to convert their Class
M
Shares to any other class of shares offered by the Trust.
Shares
of
one class will always convert into shares of another class on the basis of
the
relative net asset value of the two classes, without the imposition of any
sales
load, fee or other charge. The conversion of a client's investment from one
class of shares to another is not a taxable event, and will not result in
the
realization of gain or loss that may exist in Fund shares held by the client.
The client's tax basis in the new class of shares will equal their basis
in the
old class before conversion. The conversion of shares from one class to another
class of shares may be suspended if the opinion of counsel obtained by the
Trust
that the conversion does not constitute a taxable event under current federal
income tax law is no longer available.
Certain
special rules will be applied by the Manager with respect to clients for
whom
GMO managed assets prior to the creation of multiple classes on May 31, 1996.
Clients whose Total Investment as of May 31, 1996 is equal to $7 million
or more
will be eligible to remain invested in Class III Shares indefinitely
(irrespective of whether the Fund has a higher investment minimum), provided
that such client does not make a withdrawal or redemption that causes the
client's Total Investment to fall below $7 million. Clients whose Total
Investment as of May 31, 1996 is less than $7 million but greater than $0
will
be eligible to invest in or convert to Class II Shares indefinitely
(irrespective of whether the Fund has a higher investment minimum).
Notwithstanding the foregoing special rules applicable to clients owning
shares
of the Funds on May 31, 1996, such clients shall always be eligible to remain
in
and/or be converted to any class of shares of the relevant Fund with a lower
Shareholder Service Fee which the client would be eligible to purchase pursuant
to the eligibility requirements set forth elsewhere in this Plan or in the
Prospectus.
Notwithstanding
anything to the contrary in this Plan, pursuant to Article VI, Section 3
of the
Trust's Amended and Restated Agreement and Declaration of Trust, the Trust
has
the right to redeem unilaterally any shareholder of any Fund if at such time
such shareholder owns shares of any Fund or class thereof "having an aggregate
net asset value of less than an amount determined from time to time by the
Trustees."
Dividends
Dividends
paid by the Trust with respect to its Class I, Class II, Class III, Class
IV,
Class V, Class VI, Class VII, Class VIII Shares and Class M Shares, to the
extent any dividends are paid, will be calculated in the same manner, at
the
same time and will be in the same amount, except that any Shareholder Service
Fee, Rule 12b-1 Fee or administration fee payments relating to a class of
shares
will be borne exclusively by that class and, if applicable, Class Expenses
relating to a class shall be borne exclusively by that class.
Voting
Rights
Each
share of the Trust entitles the shareholder of record to one vote. Each class
of
shares of the Trust will vote separately as a class on matters for which
class
voting is required under applicable law.
AMENDMENT
24.DOC
Amendments
The
Plan
may be amended from time to time in accordance with the provisions and
requirements of Rule 18f-3 under the Act.
Adopted
this 2nd
day of
June, 2005
By:________________________
Name:
Title: