GMO TRUST
AMENDMENT NO. 17
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
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.17 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.
IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 8th day of November, 2004.
/s/Xxxxxx X. Glazer_________________________
Xxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
/s/R. Xxxxxx Grantham_______________________
R. Xxxxxx Xxxxxxxx
00 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
/s/Xxx X. Light_____________________________
Xxx X. Light
00 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Exhibit 3.6 to Declaration of Trust
GMO TRUST
Plan pursuant to Rule 18f-3 under the
_Investment Company Act of 1940_
Effective June 1, 1996
As Amended and Restated February 26, 2004
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. 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. 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.
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 26th day of February, 2004
By:________________________
Name:
Title:
