GMO Seeks Unified Board for ETFs, Mutual Funds to Boost Efficiency

TL;DR

**GMO is consolidating its ETF and mutual fund boards, signaling a smart move for efficiency and consistent oversight across its product lineup.**

AI Summary

The 2023 ETF Series Trust II is holding a Special Meeting on October 16, 2025, to elect four new trustees to its Board. This DEF 14A filing outlines the proposal to unify the governance structure across GMO's mutual funds and ETFs, aiming for operational efficiencies. The proposed nominees are Paul Braverman, Peter Tufano, Enrique Chang, and Dina Santoro, who currently serve on the GMO Trust's mutual fund board. Paul Braverman, Peter Tufano, and Enrique Chang are proposed as Independent Trustees, while Dina Santoro, Chief Operating Officer of Grantham, Mayo, Van Otterloo & Co. LLC (GMO), is proposed as an Interested Trustee. The current four Independent Trustees, including Chairman Robert Howard, Joan Binstock, Ellen Needham, and Thomas Lydon, Jr., will resign if the new nominees are elected. Shareholders of record as of September 8, 2025, are eligible to vote on this proposal, which seeks to streamline board oversight for the six series of the Trust, including GMO Beyond China ETF and GMO U.S. Value ETF.

Why It Matters

This move by The 2023 ETF Series Trust II to consolidate its board with GMO's mutual funds could signal a broader trend in the asset management industry towards streamlining governance for efficiency and cost savings. For investors, a unified board with experienced trustees like Paul Braverman and Peter Tufano, who have extensive financial and academic backgrounds, could lead to more consistent oversight and potentially better long-term performance across GMO's product offerings. Employees at GMO might see this as a strategic alignment, while customers could benefit from a more cohesive product strategy. In a competitive market, operational efficiencies gained from a single board could allow GMO to allocate more resources to investment management or reduce fees, enhancing its competitive edge against other ETF providers.

Risk Assessment

Risk Level: low — The risk level is low because the proposal is primarily an administrative change to unify board oversight, not a change in investment strategy or management. The filing indicates the new nominees are experienced trustees currently serving the GMO Mutual Funds, suggesting continuity in governance quality. The Board unanimously recommends voting FOR the election of each nominee, further reducing uncertainty.

Analyst Insight

Investors should vote FOR the proposed slate of trustees to support GMO's strategic move towards operational efficiency and unified governance. This administrative change is unlikely to negatively impact fund performance and may lead to long-term benefits through streamlined oversight.

Key Numbers

• 4 — Number of Nominees for Trustee (Proposed to replace the current four trustees)
• 6 — Number of Funds in the Trust (All shareholders vote as a single class on trustee election)
• 31 — Number of portfolios in GMO Trust (Overseen by current GMO Trust nominees)
• 10:30am — Time of Special Meeting (Eastern Daylight Time on October 16, 2025)
• 1-855-206-1117 — Toll-free number (For questions to Broadridge Financial Solutions, Inc.)

Key Players & Entities

• The 2023 ETF Series Trust II (company) — Registrant seeking to elect new trustees
• Grantham, Mayo, Van Otterloo & Co. LLC (company) — Manager of the Trust and location of the Special Meeting
• Paul Braverman (person) — Nominee for Independent Trustee, Chairman of GMO Trust
• Peter Tufano (person) — Nominee for Independent Trustee, academic and finance professor
• Enrique Chang (person) — Nominee for Independent Trustee, former Global Chief Investment Officer at Janus Henderson Investors
• Dina Santoro (person) — Nominee for Interested Trustee, Chief Operating Officer of GMO
• Douglas Y Charton (person) — Secretary of The 2023 ETF Series Trust II
• Broadridge Financial Solutions, Inc. (company) — Proxy solicitor for the Trust
• October 16, 2025 (date) — Date of the Special Meeting of Shareholders
• September 8, 2025 (date) — Record Date for shareholders entitled to vote

FAQ

Risk Factors

• 1940 Act Compliance [medium — regulatory]: The Investment Company Act of 1940 requires a minimum percentage of Trustees to be 'Independent Trustees,' meaning they are not 'interested persons' of the Trust or its investment manager. This filing proposes to elect Paul Braverman, Peter Tufano, and Enrique Chang as Independent Trustees, and Dina Santoro as an Interested Trustee, to ensure compliance with this regulatory requirement.
• Governance Unification [low — operational]: The proposal aims to unify the governance structure across GMO's mutual funds and ETFs by electing a single board of trustees for all GMO Funds. This aims to promote operational efficiencies and administrative convenience by streamlining oversight, moving from separate boards to a single, unified board.

Industry Context

The ETF and mutual fund industry is characterized by increasing competition and a drive for operational efficiency. Asset managers are consolidating governance structures to reduce costs and streamline oversight across different fund types. This trend is influenced by regulatory requirements and the pursuit of economies of scale.

Regulatory Implications

The proposed unification of trustee boards across GMO's mutual funds and ETFs is designed to comply with regulatory frameworks like the Investment Company Act of 1940, particularly concerning the independence of trustees. Ensuring a sufficient number of Independent Trustees is critical for ongoing compliance and shareholder protection.

What Investors Should Do

1. Vote FOR the election of Paul Braverman, Peter Tufano, Enrique Chang, and Dina Santoro as Trustees.
2. Review the Proxy Statement available at https://www.gmo.com/americas/legal-and-compliance/.
3. Submit your proxy vote by mail, telephone, or internet.

Key Dates

• 2025-10-16: Special Meeting of Shareholders — Shareholders will vote on the election of four new trustees to the Board of Trustees. This meeting is crucial for approving the proposed unified governance structure.
• 2025-09-08: Record Date for Shareholder Eligibility — Shareholders of record on this date are entitled to vote at the Special Meeting. This determines the voting pool for the trustee election.
• 2025-09-15: Date of Proxy Statement Mailing — This is the date the proxy materials were sent to shareholders, initiating the proxy voting period.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at a shareholder meeting, including director nominations and executive compensation. (This document is the DEF 14A filing for The 2023 ETF Series Trust II, outlining the proposal for electing new trustees.)

Trustees

Individuals responsible for overseeing the management and operations of a trust, acting in the best interests of the shareholders. (The primary purpose of this filing is to elect new Trustees to the Board of The 2023 ETF Series Trust II.)

Independent Trustees

Trustees who are not considered 'interested persons' of the trust or its investment manager, as defined by the Investment Company Act of 1940. They are crucial for independent oversight. (The proposal includes electing specific nominees as Independent Trustees to meet regulatory requirements and ensure objective governance.)

Interested Trustee

A trustee who is considered an 'interested person' of the trust or its investment manager, often due to employment or other affiliations. (Dina Santoro is identified as an Interested Trustee due to her role as Chief Operating Officer of GMO, highlighting a specific governance role.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, investment companies, and variable insurance trusts, and requires certain governance standards. (This Act mandates the structure of the Board of Trustees, including the requirement for a minimum number of Independent Trustees.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, detailing the issues to be voted on and providing recommendations from the board. (This document is the Proxy Statement for the Special Meeting, soliciting shareholder votes for the election of trustees.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting to elect trustees, not an annual report. Therefore, direct year-over-year financial metric comparisons like revenue growth or margin changes are not applicable. The key focus is on a structural change in governance rather than financial performance metrics from a prior period.

Filing Documents

• tetfstii-efp17746_def14a.htm (DEF 14A) — 352KB
• img1.jpg (GRAPHIC) — 766KB
• img2.jpg (GRAPHIC) — 1022KB
• 0001133228-25-009755.txt ( ) — 2554KB
• S000082992
• C000246461 (QLTY)
• S000088547
• C000254839 (BCHI)
• S000088548
• C000254840 (QLTI)
• S000088549
• C000254841 (GMOI)
• S000088550
• C000254842 (INVG)
• S000088551
• C000254843 (GMOV)

(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 The 2023 ETF Series Trust II 53 Boston, Massachusetts 02109 September 15, 2025 Dear Shareholder: A Special Meeting of the Shareholders of The 2023 ETF Series Trust II (the "Trust") will be held on October 16, 2025 at 10:30am, Eastern Daylight Time at the offices of Grantham, Mayo, Van Otterloo & Co. LLC ("GMO"), located at 53 State Street, 36 th floor, Boston, MA 02109 (together with any postponements or adjournments, the "Special Meeting"). The Special Meeting is being held to ask shareholders to vote on a proposal to elect four nominees, Paul Braverman, Peter Tufano, Enrique Chang, and Dina Santoro (each, a "Nominee" and together, the "Nominees"), to the Trust's Board of Trustees (the "Board"). The Board is seeking your vote to elect the Nominees. The Trust needs your vote. If you have received this mailing, you are a shareholder of record as of September 8, 2025 of one or more of the series of the Trust (collectively, the "Funds"). You are entitled to vote at the Special Meeting and any adjournments of the Special Meeting. We realize that most shareholders will not attend the Special Meeting and vote their shares during the Special Meeting, so you may also vote your shares by proxy by mail, telephone or over the Internet, as explained in the enclosed material. If you later decide to attend the Special Meeting, you may revoke your proxy by: (1) providing written notice to the Trust at The 2023 ETF Series Trust II, c/o Grantham, Mayo, Van Otterloo & Co. LLC, 53 State Street, 33 rd Floor, Boston, Massachusetts 02109, Attn: Shareholder Services, (2) resubmitting your proxy, or (3) by attending the Special Meeting in person and casting your vote in real time. If you have questions about the proposal described in the Proxy Statement or about the procedures to vote your shares, please call the Trust's proxy solicitor, Broadridge Financial Solutions, Inc. toll free at 1-855-206-1117. Your p

View Full Filing

View this DEF 14A filing on SEC EDGAR