Third Quarter 2014 Performance The International Active EAFE Strategy underperformed the MSCI EAFE index by 2.0 percentage points in the third quarter; the strategy fell 7.9% net of fees and the benchmark lost 5.9%. Country and stock selection were both negative. The strategy lagged its benchmark by 4.7 percentage points for the first three quarters of 2014, returning -6.1%. Performance (Year by Year %) GMO International Active Performance (Through September 30, 2014) 1981 (Jun-Dec) +5.8 -1.0 +6.8 -4.6 +2.0 1982 +2.4 -1.9 +4.3 +20.3 +42.5 1983 +32.1 +23.7 +8.4 +22.6 +6.3 1984 +8.7 +7.4 +1.3 +6.3 +16.9 1985 +65.1 +56.2 +8.9 +31.8 +30.1 1986 +57.4 +69.4 -12.0 +18.7 +19.8 1987 +9.7 +24.6 -14.9 +5.3 -0.2 1988 +21.2 +28.3 -7.1 +16.6 +10.7 1989 +27.4 +10.5 +16.9 +31.7 +16.2 1990 -10.7 -23.4 +12.7 -3.1 +6.8 1991 +13.9 +12.1 +1.8 +30.5 +19.9 1992 -4.0 -12.2 +8.2 +7.6 +9.4 1993 +41.2 +32.6 +8.6 +10.1 +13.2 1994 +5.9 +7.8 -1.9 +1.3 -5.7 1995 +13.8 +11.2 +2.6 +37.6 +27.2 1996 +14.6 +6.0 +8.6 +23.0 +1.4 1997 +6.8 +1.8 +5.0 +33.4 +13.0 1998 +13.9 +20.0 -6.1 +28.6 +10.8 1999 +28.6 +27.0 +1.6 +21.0 -7.4 2000 -6.5 -14.2 +7.7 -9.1 +12.9 2001 -10.1 -21.4 +11.3 -11.9 +10.6 2002 -6.1 -15.9 +9.8 -22.1 +16.3 2003 +41.4 +38.6 +2.8 +28.7 +5.3 2004 +22.4 +20.2 +2.1 +10.9 +7.9 2005 +13.5 +13.5 -0.0 +4.9 +5.9 2006 +27.6 +26.3 +1.2 +15.8 +3.2 2007 +10.5 +11.2 -0.6 +5.5 +2.6 2008 -41.2 -43.4 +2.1 -37.0 +8.8 2009 +25.5 +31.8 -6.2 +26.5 +3.0 2010 +5.0 +7.8 -2.7 +15.1 +12.4 2011 -11.7 -12.1 +0.5 +2.1 +18.0 2012 +14.9 +17.3 -2.4 +16.0 +10.7 2013 +24.1 +22.8 +1.3 +32.4 -7.1 YTD 2014 -6.1 -1.4 -4.7 +8.3 +10.7 +11.8 +9.1 +2.7 +11.3 +10.2 Compound Annual Rate of Return (33 Years, 4 Months) GMO Value Added Int'l Active MSCI EAFE S&P 500 GMO Bonds AAA/AA 0 500 1000 1500 2000 2500 3000 3500 4000 4500 5000 81 83 85 87 89 91 93 95 97 99 01 03 05 07 09 11 13 GMO International Active 3,984.8% MSCI EAFE 1,696.3% GMO International Active Update Third Quarter 2014 A Letter to Clients First, I want to thank you for your patience and support. Despite the challenging performance in the International Active EAFE Strategy this year, we believe the companies we own offer compelling opportunities for excess return in the long run. I wanted to take this opportunity to describe some of the key ideas in the portfolio and why we believe they offer such compelling upside. The key detractors from performance this year have been J apanese banks, Russian holdings, and our European recovery stocks. We continue to have strong conviction in all of these positions and, with a couple of exceptions in Russia, we continue to hold them. Somewhat offsetting these positions have been our holdings in tobacco and our overweight position in small cap companies, both of which have added to relative performance. While detracting from performance this year, we believe J apanese banks offer a compelling long-term risk/reward profile. Our thesis is that the market is being lazy and myopic by fixating on the recent profitability of the banks and consequently missing a very important concept: bank margins are unsustainably low due to interest rates being artificially compressed by central bank manipulation. The market is ignoring that J apanese banks have been able to achieve ROEs around 10%, loans are growing, and prices on new loans have stabilized. We believe that margins will increase without the distortionary effects of the Bank of J apans quantitative easing policy. Given the short-term maturity of the majority of bank loans, in our opinion, the increase could be significant. In addition, if the inflation currently evident in the economy is sustainable then interest rates are negative and the yield curve has much further to rise, yielding even more upside for the banks. Another detractor from performance has been the portfolios exposure to Russia. The portfolio was invested in the secular growth of the Russian credit market via two holdings, Sberbank and TCS Group. Given the uncertain long-term effects of sanctions, the credit trends in Russia are delayed and, as a result, we exited both positions. However, we continue to own indirect Russian exposure, either in the form of companies with assets in the country or companies for which Russia is an end market. We continue to hold these companies because we believe their risk in Russia is mitigated by strong businesses elsewhere. We continue to have conviction in Europe where solid and improving companies are selling for cheap valuations. While the recovery in Europe is spotty, its banking system has a stronger balance sheet, labor competitiveness is improving, and the weakening euro should boost exports. The European Central Bank has been shrinking its balance sheet since 2012, but this could reverse, pulling equity markets up in the same manner as it appears to have done in the U.S. and J apan. The market also has yet to take into account the corporate restructuring and M&A activity occurring in Europe that is resulting in lower costs, better balances sheets, and sustainable free cash flow generation. In our view, the improvement in efficiency and profitability quietly being achieved in Europe must eventually be rewarded by global equity investors. We are well positioned to benefit when the markets realize how much stronger corporate Europe has become. This is not the first time the markets have tested our resolve. We have been alone on our investment island before. In the cases where our holdings performance has been lower than expected, we are confident our investment theses remain intact. History shows that investors with the willingness and patience to take the long view are well rewarded. As always, we would be happy to talk with you about these positions or answer any other questions you may have. Please contact your Client Relationship Manager if you would like to set up a phone call or a meeting. Thank you. - Drew Spangler GMO International Active Update Third Quarter 2014 Country Selection and Market Update Country selection was 0.4 percentage points behind the benchmark. Our positioning in Continental Europe subtracted from returns, particularly overweight positions in Portugal and France, as both markets underperformed MSCI EAFE in the quarter. 1 Currency dominated returns for the quarter as every benchmark currency fell against the U.S. dollar. When combined with the Feds increasing interest rates, the euro weakened as a result of expectations around ECB action, and BOJ Governor Kurodas tacit open-ended extension of monetary easing in J apan knocked a chunk of the relative value out of the yen/dollar rate. While many of the European markets struggles were attributable to currency effects, the economic recovery there is not gaining steam. In Germany and France, macro conditions have deteriorated, and with this, investor hopes around the recovery have faltered. Russia also continued to be a drag as implications are still being felt by European companies. In J apan, the conversation has shifted from when will J apanese exports recover to if exports will recover at all given the degree of off-shoring of manufacturing. A weakened yen was thought to be universally positive for an export led exit from two decades of economic torpor. With this axiom now in doubt, all eyes are on the central bank and the degree of commitment and time frame Kuroda has for hitting his stated 2% inflation target. The U.S. market held reasonably steady in the quarter as investors begin to digest the prospect of higher interest rates in 2015 (causing the dollar to strengthen against all major currencies), as well as reduced growth expectations for global growth. All economically sensitive and commodity exposed sectors have sold off as a result. That said, the September jobs report showed a strengthening labor market and reduced unemployment. 1 Data is that of a representative account from within the Composite. Stock Selection Stock selection lagged the benchmark by 1.6 percentage points in the third quarter. Holdings in Continental Europe, the emerging markets, Japan, and the United Kingdom underperformed. On the positive side, stock selection in Australia helped returns. 1 Our holdings in Continental Europe underperformed due to positions in Peugeot and Arkema in France, and Rheinmetall in Germany. The weaker than expected economic numbers in Europe caused some of the more cyclical names to underperform during the month. Auto company Peugeot was among these, as its sales are primarily exposed to Europe. Arkemas stock underperformed significantly as the second quarter earnings came in below the markets expectations and the chemical company took its full year guidance down. Earnings were hurt primarily because of pricing pressure from Chinese players in fluorochemicals and weak demand in acrylic acid. We continue to own the stock as we believe that the pricing pressure will abate over the next few quarters, but we are closely monitoring the situation. Finally, Rheinmetall, a provider of auto components and defense equipment, underperformed during the month due to the cancelation of its Russian defense contracts. The war in the Ukraine has led to many defense companies in Europe losing contacts. Our holdings in the emerging markets were negative, particularly in Korea, due to positions in Hyundai and Samsung. Hyundai Motors underperformed because of the managements decision to invest in property in Seoul to build a global headquarters for the Hyundai Motor group. Investors did not like the use of the companys capital for a non-productive enterprise. However, we feel that Hyundai is a fundamentally strong company going into a new model cycle over the next two years. After the current sell-off, it is the cheapest major car manufacturer in the world. Technology company Samsung underperformed due primarily to poor earnings in the second quarter, which showed a marked deterioration in China smartphone market share, negative impact from appreciation of the Korean won, and a disappointing lack of action with respect to increased returns to shareholders. While we cannot deny that headwinds currently exist for the business, we continue to find the free cash flow yield attractive as compared to other opportunities in the region and expect the stock to re-rate higher as management announces action on increasing GMO International Active Update Third Quarter 2014 the dividend. Further, we believe current valuations for Samsung reflect unreasonably pessimistic near-term expectations and fail to recognize the long-term earnings power of the company. In both cases we are watching capital discipline carefully. J apanese stock selection underperformed in the quarter due to holdings in glass maker Nippon Electric Glass (NEG) and auto parts supplier Aisin Seiki. NEG is a main supplier to TV panel manufacturer LG Display, which enjoyed strong panel volume and shipment growth over the last two quarters. This positive news was extrapolated into NEG share price based on expectations of higher volumes and the hope for better pricing. However, market expectations were dashed by NEGs release of weak numbers for the previous quarter owing to yield issues in the new plant in Korea and related cost increases in responding to LG Displays growth. We remain convinced that better execution from NEG is possible and feel the market is being too short-term with regard to the companys efforts to cut costs while growing margins by shifting production closer to LG. Aisin Seiki is an important transmission supplier for Toyota group and suffered due to an announcement that Toyota was adjusting production in China. China remains a strong growth and margin driver for the company, but a short-term adjustment does not shake our faith in holding a high quality supplier with low valuation multiples. The U.K. portfolio was negatively impacted by a position in the recruitment company Hays. The company produced a robust fourth quarter trading statement in J uly, but a slight tempering of the growth rate in the United Kingdom was enough to trigger some lowering of the higher forecasts in the market. Many investors were clearly perturbed that the upgrade cycle for the stock had ended and this triggered a sharp share price fall. However, we still see value in Hays. As with several cyclical stocks in the U.K. portfolio, we think the market has de-rated the company to mid-cycle levels far too early and underestimated the upside still available from cyclical recovery (EBITDA at its U.K. arm fell from 137m to a 6m loss in 2012 and only amounted to 5.6m in 2013). There is also the likelihood of ongoing special dividends. A position in BP also had a detrimental impact on performance during the month. The company actually produced very solid second quarter earnings (10% above consensus estimates) but the market fretted about the potential impact of sanctions on Russia, thanks to the oil majors 19.75% equity stake in the Russian producer Rosneft. BP saw fit to issue an explicit risk disclosure in the results that sanctions could have a material impact on the value of its Russian investments and business and strategic objectives in the region. The Rosneft stake is worth around $13bn or circa 8% of BPs current market cap. Our stock selection in Australia added value during the quarter. Our Australian logistics positions are starting to pay off, with both Asciano and Toll outperforming. During their fiscal 2014 results briefing, port and rail operator Asciano guided for slightly higher-than- expected EBIT growth and an increase in the dividend payout ratio, indicating their confidence in the increasing free cash flows that we have been awaiting. Toll, in classic value stock fashion, released results that were not as bad as forecast, and the stock price moved higher. Since then, Toll announced the re-signing of a major contract in Singapore that it was widely forecast to lose. While the company still faces many challenges, the sentiment tide seems to be turning. Currency and Hedging As mentioned above, the U.S. dollar was extremely strong in the quarter. In Europe the U.K. pound fell 5.2% and the euro dropped 7.8%. In the Pacific region the J apanese yen declined 7.7% and the Australian dollar lost 7.3%. The strategy was unhedged in the quarter. GMO International Active Update Third Quarter 2014 GMO Parameter Profile Actual P/BK, P/E, P/CF, and Yield September 30, 2014 Region/Country GMO* 1.2 2.9% MSCI EAFE 1.7 3.0% GMO Premium/(Discount) -26% -5% to MSCI EAFE Price-to- Book Price-to- Earnings (weighted median) Price-to- Cash Flow (weighted median) Yield 15.6 17.59 -12% 7.0 10.8 -35% Sector Weights and Performance September 30, 2014 Sector Third Quarter Consumer Discretionary -8.5% -7.3% 12.2% 11.6% Consumer Staples -7.0% -0.8% 5.7% 10.9% Energy -11.3% 0.5% 11.8% 6.9% Financials -4.7% -2.7% 28.5% 25.7% Healthcare 0.4% 12.0% 0.0% 11.2% Industrials -7.0% -4.4% 8.5% 12.5% Information Technology -0.8% -0.2% 8.5% 4.7% Materials -9.4% -5.7% 4.0% 7.7% Telecommunication Services -5.2% -3.9% 4.2% 4.9% Utilities -5.5% 8.0% 7.4% 3.9% Sector Weight September 30, 2014 GMO Int'l Active* MSCI EAFE YTD 2014 MSCI EAFE Sector Performance The above information is based on a representative account within the strategy selected because it has the fewest restrictions and best represents the implementation of the strategy. The information above is supplemental to the GIPS compliant presentation that was made available on GMOs website in September of 2013. GMO International Active Update Third Quarter 2014 Performance data quoted represents past performance and is not predictive of future performance. Returns are presented after the deduction of a model advisory fee and a model incentive fee if applicable. Net returns include transaction costs, commissions and withholding taxes on foreign income and capital gains and include the reinvestment of dividends and other income, as applicable. A GIPS compliant presentation of composite performance has preceded this presentation in the past 12 months or accompanies this presentation, and is also available at www.gmo.com. Actual fees are disclosed in Part 2 of GMOs FormADV and are also available in each strategys compliant presentation. Fees paid by accounts within the composite may be higher or lower than the model fees used. Performance is shown compared to the MSCI EAFE Index, a broad-based securities market index that measures large capitalization international stocks. Broad-based indices are unmanaged and are not subject to fees and expenses typically associated with managed accounts or investment funds. Investments cannot be made directly into an index. Information about the composite is as of the period-end noted above, subject to change without notice and not intended as investment advice. Source: MSCI. The MSCI information may only be used for your internal use, may not be reproduced or redisseminated in any formand may not be used as a basis for or a component of any financial instruments or products or indices. None of the MSCI information is intended to constitute investment advice or a recommendation to make (or refrain frommaking) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. The MSCI information is provided on an as is basis and the user of this information assumes the entire risk of any use made of this information. MSCI, each of its affiliates and each other person involved in or related to compiling, computing or creating any MSCI information (collectively, the MSCI Parties) expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any MSCI Party have any liability for any direct, indirect, special, incidental, punitive, consequential (including, without limitation, lost profits) or any other damages (www.mscibarra.com). MSCI EAFE Country and Currency Returns Country Israel 0.6% 0.0% 7.6% -7.0% 0.2% Singapore 1.5% 0.0% 1.0% -2.2% -1.3% J apan 21.0% 18.8% 5.8% -7.7% -2.3% Hong Kong 2.9% 2.3% -2.4% -0.2% -2.6% Finland 0.9% 3.3% 5.3% -7.8% -2.9% Ireland 0.3% 0.0% 4.9% -7.8% -3.2% Belgium 1.3% 1.1% 4.3% -7.8% -3.7% Denmark 1.6% 0.0% 4.1% -7.6% -3.8% Switzerland 9.2% 2.8% 3.0% -7.2% -4.4% Netherlands 2.7% 0.0% 3.3% -7.8% -4.7% Sweden 3.1% 0.5% 1.6% -7.3% -5.8% MSCI EAFE 0.9% -6.8% -5.9% United Kingdom 21.3% 15.7% -0.9% -5.2% -6.1% Norway 0.8% 1.2% -3.1% -4.4% -7.4% Spain 3.6% 7.4% 0.3% -7.8% -7.5% Australia 7.5% 2.7% -0.7% -7.3% -7.9% France 9.9% 13.6% -0.7% -7.8% -8.4% Italy 2.5% 6.2% -1.1% -7.8% -8.7% New Zealand 0.1% 0.0% 2.3% -11.0% -8.9% Germany 8.8% 8.7% -3.7% -7.8% -11.2% Austria 0.2% 0.0% -15.0% -7.8% -21.6% Portugal 0.2% 1.0% -18.7% -7.8% -25.0% Emerging Markets 0.0% 5.4% Cash 0.0% 9.3% September 30, 2014 MSCI EAFE Return in $US 2014 Q3 MSCI EAFE Return in Local Currency MSCI EAFE Currency Return MSCI EAFE Weight GMO Int'l Active Weight Copyright 2014 by GMO LLC. All rights reserved. GMO International Active Update Third Quarter 2014 GMO 40 Rowes Wharf Boston, MA 02110 (617) 330-7500 www.gmo.com