GMO TRUST AMENDMENT NO. 35 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
AMENDMENT
NO. 35
TO
The
undersigned, constituting at least a majority of the trustees of 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, having determined that it is desirable and
appropriate to establish one new series of GMO Trust, GMO Flexible Equities
Fund, do hereby direct that this Amendment No. 35 be filed with the Secretary
of
The Commonwealth of Massachusetts and do hereby amend the Declaration of Trust
by (i) amending and restating Schedule 3.6 of the Declaration of Trust in its
entirety as attached hereto and (ii) 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.
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IN
WITNESS WHEREOF, we have hereunto set our hands for ourselves and for our
successors and assigns this 16th day of June, 2008.
/S/
XXXXXX
X.
GLAZER__________
Xxxxxx
X. Xxxxxx
000
Xxxxxxx Xxxxxx
Xxxxxx,
XX 00000
/S/
XXX
X.
LIGHT ____ _________
Xxx
X.
Light
00
Xxxxxxxxx Xxxx
Xxxxxxx,
XX 00000
/S/
W.
XXXXXXXX XXXXXXXXX
_____
W.
Xxxxxxxx Xxxxxxxxx
00
Xxxxxx
Xxxxx
Xxxxxxxxx,
XX 00000
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Schedule
3.6 to Declaration of Trust
Series
GMO
U.S.
Core Equity Fund
GMO
Tobacco-Free Core Fund
GMO
U.S.
Quality Equity Fund
GMO
U.S.
Intrinsic Value Fund
GMO
U.S.
Growth Fund
GMO
U.S.
Small/Mid Cap Value Fund
GMO
U.S.
Small/Mid Cap Growth Fund
GMO
Real
Estate Fund
GMO
Tax-Managed U.S. Equities Fund
GMO
International Core Equity Fund
GMO
International Intrinsic Value Fund
GMO
International Growth Equity Fund
GMO
Global Growth Fund
GMO
Developed World Stock Fund
GMO
Currency Hedged International Equity Fund
GMO
Foreign Fund
GMO
Foreign Small Companies Fund
GMO
International Small Companies Fund
GMO
Emerging Markets Fund
GMO
Emerging Countries Fund
GMO
Emerging Markets Opportunities Fund
GMO
Tax-Managed International Equities Fund
GMO
Domestic Bond Fund
GMO
Core
Plus Bond Fund
GMO
International Bond Fund
GMO
Strategic Fixed Income Fund
GMO
Currency Hedged International Bond Fund
GMO
Global Bond Fund
GMO
Emerging Country Debt Fund
GMO
Short-Duration Investment Fund
GMO
Short-Duration Collateral Share Fund
GMO
Inflation Indexed Plus Bond Fund
GMO
U.S.
Equity Allocation Fund
GMO
International Equity Allocation Fund
GMO
International Opportunities Equity Allocation Fund
GMO
Global Equity Allocation Fund
GMO
World
Opportunities Equity Allocation Fund
GMO
Global Balanced Asset Allocation Fund
GMO
Strategic Opportunities Allocation Fund
GMO
Benchmark-Free Allocation Fund
Schedule
3.6 to Declaration of Trust
Cont’d
GMO
Alpha
Only Fund
GMO
Alternative Asset Opportunity Fund
GMO
Short-Duration Collateral Fund
GMO
Special Purpose Holding Fund
GMO
Special Situations Fund
GMO
Taiwan Fund
GMO
World
Opportunity Overlay Fund
GMO
Flexible Equities Fund
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Exhibit
3.6 to Declaration of Trust
Plan
pursuant to Rule 18f-3 under the
Investment
Company Act of
1940
Effective
June 1, 1996
As
Amended and Restated June 16, 2008
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
Eligibility
Information for
Class I, Class II, Class III, Class IV, Class V, Class VI, Class VII and Class
VIII Shares:
With
certain exceptions described below, eligibility for Class I, Class II, Class
III, 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 Grantham, Mayo, Van Otterloo
& Co. LLC (“GMO” or the “Manager”) requirement, 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.
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”).
A
client’s Total Investment as of any Determination Date will be determined as of
such Determination Date by reference to the criteria set forth in the Prospectus
(as amended from time to time) and this Plan, provided that any changes to
the
definition of Total Investment must be approved by the Trust’s Board of Trustees
and provided further that, in the event that the terms of this Plan and the
Prospectus conflict, the provisions of this Plan shall apply. For the
avoidance of doubt, a determination as to aggregation of client accounts does
not constitute a change in the definition of Total Investment.
Aggregation
of Accounts. GMO
will make all determinations as to aggregation of client accounts for purposes
of determining eligibility. GMO may, in its sole discretion,
determine that an account is part of a larger client relationship with GMO
that
includes other accounts managed by GMO and its affiliates (including accounts
managed for affiliates of the client) and, accordingly, that the account should
be aggregated with those other accounts for purposes of determining its
eligibility for a particular class of shares of a Fund. When making
decisions regarding whether an account should be aggregated with other accounts
because they are part of a larger client relationship, GMO considers several
factors, including, but not limited to, whether: the multiple
accounts are for one or more subsidiaries of the same parent company; the
multiple accounts have the same beneficial owner regardless of the legal form
of
ownership; the investment mandate is the same or substantially similar across
the relationship; the asset allocation strategies are substantially similar
across the relationship; GMO reports to the same investment board; the
consultant is the same for the entire relationship; GMO services the
relationship through a single GMO relationship manager; the relationships have
substantially similar reporting requirements; and/or the relationship can be
serviced from a single geographic location.
Commitments
to Invest. 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.
Waiver
of
Eligibility Requirements. The Trust may waive eligibility
requirements for certain types of accounts (e.g., other Funds of the Trust
and
other registered investment companies advised or subadvised by GMO that invest
in the Funds).
Eligibility
Information for
Class M Shares:
Investors
purchasing through third party intermediaries will be eligible to purchase
Class
M Shares.
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Class
Characteristics
Class
I, Class II, Class
III, Class IV, Class V, Class VI, Class VII and Class VIII Shares:
Shareholder
Service Fees. 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.
Conversion
Features. For
Class I, Class II, Class III, Class IV, Class V, Class VI, Class VII and Class
VIII Shares, the value of each client’s Total Investment and Total Fund
Investment with GMO will be determined on each Determination
Date. 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:
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(i)
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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.
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(ii)
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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. In
addition, as described in the Prospectus in effect from time to time,
to
the extent the client makes an additional investment and/or the value
of
the client’s shares otherwise increases prior to the expiration of the
notice period so as to satisfy all minimum investment requirements
for the
client’s current class of shares, the client will remain in the class of
shares then held by the client. Solely for the purpose of
determining whether a client has satisfied the additional investment
requirement referenced in the preceding sentence, the value of the
client’s shares shall be the greater of (A) the value of the client’s
shares on the relevant Determination Date and (B) the value of the
client’s shares on the date that notice is sent to the client
hereunder. In addition, 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 unless the Manager approves reopening
the Fund to facilitate an additional investment. 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.
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The
Manager is also authorized, in its discretion, to apply the process in clause
(ii) to a client on a date other than a Determination Date if there is an
abusive pattern of investments and/or redemptions (e.g., a large investment
just
before a Determination Date and a redemption right after the Determination
Date). 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 its 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.
Special
Rules for Clients with Accounts
as of May 31, 1996. 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. Any client that has
been a continuous shareholder of a given Fund of the Trust since May 31, 1996
(prior to the issuance of multiple classes of shares) will be eligible
indefinitely to remain invested in Class III shares of such Fund.
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.
Class
M:
Rule
12b-1 and Administration Fees. 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.
Conversion
Features. 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.
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,
Gain and Loss
Allocations:
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.
Redemptions
at the Option of the Trust
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 the Trust (i) 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 or (ii) to the extent that such shareholder owns shares equal
to or
in excess of a percentage, determined from time to time by the Trustees, of
the
outstanding shares of the Trust or of any Fund or class thereof.
Dividends
Dividends
paid by the Trust with respect to any class of 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.
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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 16th day of June, 2008
By:
/s/
Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title: Clerk
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