<PAGE>
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ROSENBERG SERIES TRUST
---------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ROSENBERG SERIES TRUST
SMALL CAPITALIZATION SERIES
FOUR ORINDA WAY, SUITE 300E
ORINDA, CA 94563
July 8, 1996
Dear Shareholder:
As a shareholder of the Small Capitalization Series (the "Fund"), a series
of Rosenberg Series Trust (the "Trust"), you are cordially invited to attend or
to send in the enclosed proxy so that you are represented at a Special Meeting
of Shareholders of the Fund which will be held on August 1, 1996 at 10:00 a.m.,
California time, at Four Orinda Way, Suite 300E, Orinda, California.
The matters to be acted upon at the Special Meeting with respect to the
Fund are described in the attached Notice and Proxy Statement. As described in
the Proxy Statement, although Rosenberg Institutional Equity Management ("RIEM")
has voluntarily undertaken to reduce the management fee it receives from the
Fund in order to limit the Fund's total annual operating expenses, the Trustees
are seeking your vote to approve a new Management Contract between RIEM and the
Trust on behalf of the Fund which would increase the management fee payable
under the existing contract. Also, the Trustees are taking this opportunity to
request that you vote to make non-fundamental certain of the Fund's fundamental
investment policies so that the Trustees may adopt less restrictive policies, as
described.
Although we would prefer to have each shareholder attend the Special
Meeting, we realize that you may be unable to attend. Whether or not you plan
to be present at the Special Meeting, we need your vote. WE URGE YOU TO
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR THIS PURPOSE.
Proxies may be revoked at any time before they are voted by a written
revocation received by the Clerk of the Trust, by properly executing a later-
dated proxy or by attending the meeting and voting in person.
We look forward to seeing you at the meeting or receiving your proxy so
that your shares may be voted at the meeting.
By order of the Board of Trustees,
Kenneth Reid, President
<PAGE>
ROSENBERG SERIES TRUST
SMALL CAPITALIZATION SERIES
FOUR ORINDA WAY, SUITE 300E
ORINDA, CALIFORNIA 94563
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To The Shareholders of the Small Capitalization Series:
A Special Meeting of Shareholders (the "Special Meeting") of the Small
Capitalization Series (the "Fund"), a series of Rosenberg Series Trust (the
"Trust"), will be held on August 1, 1996 at 10:00 a.m., California time, at Four
Orinda Way, Suite 300E, Orinda, California, for the following purposes:
1. To approve or disapprove of a new Management Contract between the
Trust and Rosenberg Institutional Equity Management on behalf of the
Fund as described in Part I of the accompanying Proxy Statement.
2. A. To make non-fundamental and amend the Fund's fundamental
investment policy relating to investments in illiquid securities,
restricted securities and certain repurchase agreements, as
described in Part II-A of the accompanying Proxy Statement.
B. To make non-fundamental and amend the Fund's fundamental
investment policy relating to investments in the voting
securities of any one issuer, as described in Part II-B of the
accompanying Proxy Statement.
3. To consider such other matters as may properly come before the Special
Meeting.
By order of the Board of Trustees,
Carolyn Demler
Clerk
July 8, 1996
WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO YOU WILL BE REPRESENTED AT THE SPECIAL MEETING.
<PAGE>
PRELIMINARY COPY
ROSENBERG SERIES TRUST
SMALL CAPITALIZATION SERIES
FOUR ORINDA WAY, SUITE 300E
ORINDA, CA 94563
JULY __, 1996
PROXY STATEMENT
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF ROSENBERG SERIES TRUST
(THE "TRUST") for use at a Special Meeting of Shareholders (the "Special
Meeting") of the Small Capitalization Series (the "Fund"), a series of the
Trust, to be held on August 1, 1996, and at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Special Meeting of Shareholders
(the "Notice"). Shareholders of record of the Fund at the close of business on
July 5, 1996 (the "Record Date") are entitled to notice of and to vote at the
Special Meeting or any adjourned session thereof.
On the Record Date, __________ shares of the Fund were issued and
outstanding. Each whole share shall be entitled to one vote as to any matter on
which it is entitled to vote and each fractional share shall be entitled to a
proportionate fractional vote. The Notice, proxy and this Proxy Statement have
been mailed to such shareholders of record on or about July 8, 1996.
With respect to the matters specified in this proxy, shares will be voted
in accordance with the specifications made. IF NO SPECIFICATION IS MADE WITH
RESPECT TO A PARTICULAR MATTER, SHARES WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE TRUSTEES. Proxies may be revoked at any time before they
are exercised by sending written revocation which is received by the Clerk of
the Trust, by properly executing a later-dated proxy or by attending the meeting
and voting in person.
BENEFICIAL OWNERS OF 5% OR MORE OF THE FUND'S SHARES
On the Record Date, the Trustees and Officers of the Trust owned less than
1% of the Fund's outstanding shares although, as indicated below, those Trustees
and Officers who are affiliates of the Manager have an indirect interest in
shares of the Fund through their interest in Manager's pension plan, Rosenberg
Institutional Equity Management Money Purchase Plan. Information concerning
shareholders who were known to be the beneficial owners of more than 5% of the
Fund's shares as of the Record Date is set forth below.
<PAGE>
Number of Percentage
Name and Address Shares Ownership
of Beneficial Owner Beneficially Owned of the Fund
- ------------------------------ ------------------ ------------
The Common Fund
450 Post Road East
P.O. Box 909
Westport, CT 06881-0909
Board of Pensions #1
Evangelical Lutheran Church in America #2
800 Marquette Avenue, Suite 1050
Minneapolis, MN 55402-2885
The Nathan Cummings Foundation
1926 Broadway, Suite 600
New York, NY 10023
Rosenberg Institutional Equity
Management Money Purchase Plan
4 Orinda Way, Suite 300E
Orinda, CA 94563
Leland Stanford Junior University
c/o Stanford Management Company
2770 Sand Hill Road
Menlo Park, CA 94025
University of Washington
Financial Management
Box 351248
Seattle, WA 98195-1248
Yale University
Investments Office
230 Prospect Street
New Haven, CT 06511-2107
Effective August 5, 1996, the Fund intends to re-classify and designate its
then outstanding shares as "Institutional Shares" and to begin issuing two
additional classes of shares, designated as "Adviser Shares" and "Select
Shares." This Proxy Statement is being sent only to holders of shares that will
be designated as Institutional Shares. References herein
2
<PAGE>
to annual expenses of the Fund refer to annual expenses that have been or will
be allocated to the class to be designated as Institutional Shares.
Proxy solicitation and related costs will initially be borne by the Fund.
However, as described below, Rosenberg Institutional Equity Management (the
"Manager"), the investment adviser for the Fund, has voluntarily undertaken to
reduce its management fee and to bear certain expenses with respect to the Fund
until further notice to the extent that the Fund's total annual operating
expenses (including the management fee but excluding brokerage commissions,
transfer taxes and extraordinary items) would otherwise exceed 0.90% of the
average daily net assets attributable to the class to be designated as
Institutional Shares of the Fund. As a result, proxy solicitation and related
costs may in effect be borne by the Manager.
I. APPROVAL OR DISAPPROVAL OF A NEW MANAGEMENT CONTRACT
You are being requested to approve a new Management Contract (the "Proposed
Agreement") between Rosenberg Institutional Equity Management, a California
limited partnership (the "Manager") and the Trust on behalf of the Fund. The
Proposed Agreement would replace the Fund's existing Management Contract (the
"Current Agreement") between the Trust and the Manager. In order for the
Proposed Agreement to come into effect, the Investment Company Act of 1940, as
amended (the "1940 Act"), requires that the agreement be approved by both the
Trust's Board of Trustees and the Fund's shareholders as described below.
The Trustees of the Fund, including those Trustees who are not "interested
persons" or affiliates (as defined in the 1940 Act) of any party to the Proposed
Agreement (the "Independent Trustees"), approved the Proposed Agreement in
person at a meeting held on May 20, 1996.
The Proposed Agreement is identical in all material respects to the Current
Agreement, except that the Proposed Agreement reflects (i) an increase in the
management fee payable to the Manager from an annual rate of 0.80% to 0.90%
of the Fund's average daily net assets, (ii) a change in the name of the Trust
from "Rosenberg Series Trust" to "Barr Rosenberg Series Trust", (iii) a change
in the name of the Fund from "Small Capitalization Series" to "U.S. Small
Capitalization Series", and (iv) a new effective date and other typographical
changes.
The Current Agreement and the Proposed Agreement, including the services
provided and to be provided thereunder, terms relating to compensation and
procedures for termination and renewal are described below under "Description of
Current and Proposed Agreements." The description of the Proposed Agreement is
qualified in its entirety by reference to the form of Proposed Agreement which
is set forth in Appendix A to this Proxy Statement. Additional information
about the Manager is set forth below under "Other Information."
DESCRIPTION OF CURRENT AND PROPOSED AGREEMENTS
THE CURRENT AGREEMENT. Pursuant to the Current Agreement, dated September
13, 1988, the Manager renders advisory services to the Fund subject to the
control and supervision of the Trustees of the Trust. The sole initial
shareholder of the Fund approved the Current Agreement on July 26, 1988. The
Trustees of the Trust last approved the continuance of the Current Agreement at
a meeting held on May 20, 1996.
3
<PAGE>
Under the Current Agreement, the Manager is entitled to receive a fee
computed and paid quarterly at the annual rate of 0.80% of the Fund's average
daily net asset value. The fees to which the Manager is entitled under the
Current Agreement are higher than the management fees paid by most other mutual
funds. As described above, the Manager has notified the Trust that it will
voluntarily reduce its management fee under the Current Agreement and bear
certain Fund expenses until further notice to the extent that the Fund's total
annual operating expenses (including the management fee but excluding brokerage
commissions, transfer taxes and extraordinary items) would otherwise exceed
0.90% of the Fund's average daily net assets (the "Current Expense Limitation").
Accordingly, so long as the Manager continues to observe the Current Expense
Limitation, total annual operating expenses of the Fund will not exceed 0.90% of
the Fund's average daily net assets. For the fiscal year ended March 31, 1996,
the Manager was paid $356,473 under the Current Agreement. Absent the Current
Expense Limitation, the Manager would have been paid $514,386 under the
Current Agreement for such fiscal year.
Under the Current Agreement, subject always to the control of the Trustees
of the Trust and such policies as the Trustees may determine, the Manager, at
its own expense, furnishes continuously an investment program for the Fund,
makes investment decisions on behalf of the Fund and places all orders for the
purchase and sale of the Fund's portfolio securities. The Manager also
furnishes office space and equipment, provides bookkeeping and clerical services
(excluding determination of net asset value, shareholder accounting services and
fund accounting services) for the Fund, and pays all salaries, fees and expenses
of officers and Trustees of the Trust who are affiliated with the Manager. In
the performance of its duties under the Current Agreement, the Manager is
required to comply with the provisions of the Agreement and Declaration of Trust
and By-laws of the Trust and the Fund's stated investment objective, policies
and restrictions.
The Current Agreement provides that it will continue in effect for an
initial term of two years from its date of execution and thereafter so long as
it is approved at least annually in accordance with the 1940 Act. The 1940 Act
requires that, after the initial two-year term, all advisory agreements for a
fund be approved at least annually by (i) the vote, cast in person at a meeting
called for the purpose, of a majority of the independent trustees of the fund
and (ii) the majority vote of the full board of trustees or the vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the fund. The Current Agreement provides that it will terminate automatically,
without the payment of any penalty, in the event of its assignment and that it
may be terminated, without the payment of any penalty, by the Trust or the
Manager by not more than sixty days' written notice to the other party. The
Current Agreement may be amended only by the affirmative vote of the holders of
a majority of the outstanding voting securities of the Fund (as defined in the
1940 Act) and by the vote, cast in person at a meeting called for the purpose,
of a majority of the Independent Trustees.
The Current Agreement provides that, in the absence of willful misfeasance,
bad faith or gross negligence on the part of the Manager or reckless disregard
of the Manager's obligations and duties thereunder, the Manager shall not be
subject to any liability to the Trust
4
<PAGE>
or to any shareholder thereof for any act or omission in the course of, or
connected with, rendering services thereunder.
The Current Agreement also provides that, in placing orders for the
portfolio transactions of the Fund, the Manager will seek the best price and
execution available, except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as described below.
The Current Agreement provides that, subject to such policies as the Trustees
may determine, the Manager shall not be deemed to have acted unlawfully or to
have breached any duty under the agreement or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer an amount of commission for
effecting a portfolio transaction for the Fund in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction. However, the Manager may only do so if it determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by the broker or dealer viewed in terms
of either that particular transaction or the Manager's overall responsibilities
with respect to the Fund and to other clients of the Manager as to which the
Manager exercises investment discretion. In using its best efforts to obtain
the most favorable price and execution available for the Fund, the Manager will
consider all factors it deems relevant, including the overall net economic
benefit to the Fund (involving price paid or received and any commissions and
other costs paid), the efficiency with which the transaction is effected, the
ability to effect the transaction at all where a large block is involved,
availability of the broker to stand ready to execute possibly difficult
transactions for the Fund in the future and the financial strength and stability
of the broker.
THE PROPOSED AGREEMENT. Under the Proposed Agreement, the Manager would
be entitled to receive a fee computed as described above at the annual rate
of 0.90% of the Fund's average daily net asset value. The fees to which the
Manger would be entitled under the Proposed Agreement are higher than the
management fees paid by most other mutual funds. The Manager has informed
the Trust that it intends voluntarily to reduce its management fee under the
Proposed Agreement and to bear certain Fund expenses until further notice to
the extent that the Fund's total annual operating expenses (including the
management fee but excluding brokerage commissions, transfer taxes and
extraordinary items) would otherwise exceed 1.15% of the Fund's average daily
net asset value (the "New Expense Limitation"). Accordingly, so long as the
Manager observes the New Expense Limitation under the Proposed Agreement,
total annual operating expenses of the Fund will not exceed 1.15% of the
Fund's average daily net assets.
5
<PAGE>
The following compares the aggregate amounts that the Manager received or
would have received under the Current and Proposed Agreements for the fiscal
year ended March 31, 1996.
ACTUAL / HYPOTHETICAL ADVISORY FEES PAID OR THAT WOULD
HAVE BEEN PAID TO THE MANAGER FOR THE FISCAL YEAR ENDED
MARCH 31, 1996 UNDER THE CURRENT AND PROPOSED AGREEMENTS
Increase in fees under
Proposed Agreement stated
Current Proposed as a % of fees paid/payable
Agreement Agreement under Current Agreement
--------- --------- ------------------------
With Current
Expense Limitation(1) $356,473 $356,473 No Change
With New
Expense Limitation(2) $514,386 $517,138 0.54%
With No
Expense Limitation(3) $514,386 $578,684 12.5%
- -------------------------------
(1) Calculated such that the Fund's total annual operating expenses would
not exceed 0.90% of the Fund's average daily net assets.
(2) Calculated such that the Fund's total annual operating expenses would
not exceed 1.15% of the Fund's average daily net assets.
(3) Calculated as if the actual management fee percentage (.80% under the
Current Agreement and .90% under the Proposed Agreement) were paid to the
Manager. The Manager would have received approximately $64,298 more under the
Proposed Agreement than it would have under the Current Agreement with no
Expense Limitation in effect for the 1996 fiscal year. This represents
approximately a 12.5% increase over what would have been paid to the Manager
under the Current Agreement under such circumstances.
BASIS FOR THE TRUSTEES' RECOMMENDATION. In approving the Proposed
Agreement at their May 20, 1996 meeting, the Trustees, including the Independent
Trustees, requested and evaluated information provided by the Manager which, in
the Manager's opinion, constituted all information reasonably necessary for the
Trustees to form a judgment as to whether the Proposed Agreement would be in the
best interests of the Fund and its shareholders.
6
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The Trustees considered the fact that the Proposed Agreement would, except
as described herein, have terms and conditions identical to those of the Current
Agreement with the exception of the increase in the compensation payable to the
Manager thereunder. The Trustees believe that the proposed fee increase will
allow the Manager to continue to receive fees for its services that are
competitive with fees paid by other mutual funds to high-quality investment
managers. In recent years, the Trustees have noticed a general increase in the
complexity of the investment process and in the competition for talented
investment personnel and believe that the proposed increase will, over the long
term, enable the Manager to continue to provide high-quality management services
to the Fund. The Trustees also considered that, by observing the New Expense
Limitation, the Manager would be able to limit the amount of compensation it
receives under the Proposed Agreement to the extent that the Fund's total annual
operating expenses would not reach a level that would preclude the Fund from
remaining competitive with similar funds in the industry.
In considering the Proposed Agreement, the Trustees placed primary emphasis
upon the nature and quality of the services being provided by the Manager,
taking into account the relative complexity of managing the Fund. The Trustees
also considered the recent investment performance of the Fund and the management
fees and other expenses paid by the Fund as compared to those of similar funds
managed by other investment advisers.
The Trustees also considered that, under both the Current and Proposed
Agreements, the Manager may receive research services from brokers in connection
with portfolio securities transactions for the Fund as described above. The
Trustees and the Manager foresee no material changes to the Fund's brokerage
arrangements resulting from the Proposed Agreement.
TRUSTEES RECOMMENDATION. As described above, following consideration of
these and other factors, the Trustees approved the Proposed Agreement on May 20,
1996. The Trustees, including the Independent Trustees, recommend that the
shareholders vote FOR the approval of the Proposed Agreement.
REQUIRED VOTE. Approval of this proposal will require the affirmative vote
of a "majority of the outstanding voting securities" of the Fund, which means
the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Fund, or (2) 67% or more of the shares of the Fund present at the
Special Meeting if more than 50% of the Fund's outstanding shares are present at
the meeting in person or by proxy. IF THE SHAREHOLDERS OF THE FUND DO NOT
APPROVE THE PROPOSED AGREEMENT, THE CURRENT AGREEMENT WILL REMAIN IN EFFECT AND
THE TRUSTEES WILL TAKE SUCH FURTHER ACTION AS THEY DEEM TO BE IN THE BEST
INTERESTS OF THE SHAREHOLDERS OF THE FUND.
7
<PAGE>
II. APPROVAL OR DISAPPROVAL OF CHANGES TO THE FUND'S
INVESTMENT POLICIES
The Fund's fundamental investment policies are those investment policies
and restrictions which may be changed only by a shareholder vote, while non-
fundamental, operating policies are those investment policies and restrictions
which may be changed by the Trustees on behalf of shareholders of the Fund
without shareholder approval. The proposals described below request that
shareholders give their approval to make non-fundamental and allow the Trustees
to amend certain of the Fund's fundamental investment policies which are more
restrictive than related limitations imposed by law and positions of the
Securities and Exchange Commission (the "SEC"). The Trustees recommend that
shareholders approve these changes in order to provide the Fund with greater
flexibility in pursuing its investment objective.
A. PROPOSAL TO MAKE NON-FUNDAMENTAL AND AMEND THE FUND'S FUNDAMENTAL
INVESTMENT POLICY RELATING TO INVESTMENTS IN ILLIQUID SECURITIES,
RESTRICTED SECURITIES AND REPURCHASE AGREEMENTS
The Trustees recommend that the Fund's fundamental investment policy with
respect to investments in securities the disposition of which is restricted
under the federal securities laws ("restricted securities"), securities which at
the time of investment are not readily marketable ("illiquid securities") and
repurchase agreements maturing in more than seven days be made non-fundamental
and amended to allow the Fund to operate under a less restrictive policy. The
Trustees believe that the proposed change would provide the Fund with greater
flexibility in responding to developments in the securities markets and recent
changes in SEC rules and positions that give open-end investment companies
("funds") greater freedom to invest in such securities.
The Fund's current fundamental investment policy provides that the Fund may
not " . . . invest in (a) securities which at the time of such investment are
not readily marketable, (b) securities the disposition of which is restricted
under federal securities laws, and (c) repurchase agreements maturing in more
than seven days if, as a result, more than 10% of the Fund's total assets (taken
at current value) would then be invested in securities described in (a), (b) and
(c) above." Subsections (b) and (c) are included in the policy because the SEC
previously took the position that all restricted securities and repurchase
agreements maturing in more than seven days were "illiquid securities" for these
purposes. Shareholder approval is required to change the fundamental policy to
a non-fundamental policy.
The SEC has long taken the position that an open-end fund should limit its
investments in illiquid securities because the fund may have difficulty meeting
redemption requests within seven days if it holds a material percentage of its
assets in such securities. The SEC is also concerned that a fund may have
difficulty valuing its shares where the fund invests in illiquid securities for
which market quotations are not available. In 1969, the SEC stated that a
8
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prudent limit on an open-end fund's holdings of illiquid securities was 10% of
the fund's net assets. However, in connection with its efforts to remove
unnecessary barriers to capital formation and to facilitate access to the
capital markets by small businesses, the SEC determined in 1992 that it would be
consistent with investor protection to increase the limit to 15% of a fund's net
assets. The SEC noted that a 15% limit should be satisfactory to assure that
open-end funds will be able to make timely payments for redeemed shares.
Also, in recognition of the increased size and liquidity of the
institutional markets for unregistered securities and the importance of
institutional investors in the capital formation process, in 1990 the SEC
adopted Rule 144A under the Securities Act of 1933 (the "Securities Act"), which
is designed to facilitate efficient trading of restricted securities among
institutional investors. Rule 144A allows for a broad institutional trading
market for restricted securities. In adopting Rule 144A, the SEC specifically
provided that restricted securities traded under Rule 144A may be treated as
liquid for purposes of investment limitations for a fund if the trustees of the
fund determine that the securities are, in fact, liquid. The SEC has taken the
position that fund trustees may also determine that other categories of
restricted securities are liquid for these purposes, including commercial paper
issued pursuant to Section 4(2) of the Securities Act ("4(2) Commercial Paper").
The Trustees of the Trust have delegated to the Manager the daily function of
determining and monitoring the liquidity of restricted securities. The
Trustees, however, will retain general oversight and ultimate responsibility for
these determinations.
As the securities markets have evolved and new types of instruments have
developed, the Trustees and the Manager have come to believe that the Fund's
current fundamental investment policy is overly broad and unnecessarily
restrictive. The fact that a security may be restricted will not necessarily
adversely affect either the liquidity of the investment or the ability of the
Fund to determine the value of the investment. As institutional markets
develop, the Fund could be unnecessarily constrained by its current investment
policy where the institutional markets for restricted securities provide both
readily ascertainable values for restricted securities and allow funds to reduce
an investment to cash in order to satisfy redemption orders on a timely basis.
So that the Fund may take advantage of these regulatory initiatives and the
increasingly liquid institutional trading markets for restricted securities, the
Trustees recommend that shareholders vote to make non-fundamental the Fund's
fundamental investment policy regarding investment in restricted securities,
illiquid securities and repurchase agreements. If shareholders approve this
proposal, the Trustees intend to amend the non-fundamental policy such that the
Fund will be permitted to invest up to 15% of its net assets in illiquid
securities (including restricted securities and applicable repurchase
agreements), the maximum percentage currently permitted under SEC guidelines.
To the extent the Trustees determine that investments in restricted securities
traded under Rule 144A or 4(2) Commercial Paper are in fact liquid, the
securities will not be counted in calculating the 15% limit. In contrast to the
existing fundamental policy, a non-fundamental investment policy may be amended
or eliminated by the Trustees without shareholder approval.
9
<PAGE>
The Fund would generally be unable to obtain fair market value for
illiquid securities if the Fund were required to sell such securities on short
notice. Of course, the Fund's investment practice resulting from approval of
this proposal could have the effect of increasing, from time to time, the level
of illiquidity of the portfolio securities of the Fund. This could make it
marginally more difficult for the Fund to value its shares and/or to fulfill
shareholder redemption requests on a timely basis.
TRUSTEES RECOMMENDATION. The Trustees, including the Independent Trustees,
recommend that the shareholders vote FOR the proposal.
REQUIRED VOTE. Approval of this proposal will require the affirmative vote
of a "majority of the outstanding voting securities" of the Fund, which means
the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Fund, or (2) 67% or more of the shares of the Fund present at the
Special Meeting if more than 50% of the Fund's outstanding shares are present at
the meeting in person or by proxy. IF THE SHAREHOLDERS OF THE FUND DO NOT
APPROVE THE PROPOSAL, THE FUNDAMENTAL POLICY WILL REMAIN IN EFFECT AND THE
TRUSTEES WILL TAKE SUCH FURTHER ACTION AS THEY DEEM TO BE IN THE BEST INTERESTS
OF THE SHAREHOLDERS OF THE FUND.
B. PROPOSAL TO MAKE NON-FUNDAMENTAL AND AMEND THE FUND'S FUNDAMENTAL
INVESTMENT POLICY RELATING TO INVESTMENTS IN THE VOTING SECURITIES OF
ANY ONE ISSUER
The Trustees recommend that the Fund's fundamental investment policy with
respect to investments in the voting securities of any one issuer be made non-
fundamental policy and amended to grant the Fund the maximum flexibility
permitted for "diversified" funds under the 1940 Act.
The Fund is a "diversified" fund under the 1940 Act. In order for the Fund
to qualify as such, the 1940 Act requires that at least 75% of the value of the
Fund's total assets be invested in securities limited with respect to any one
issuer to not more than 10% of the outstanding voting securities of that issuer.
The Fund's current fundamental investment policy, which is more
restrictive than the limit imposed by the 1940 Act, provides that the Fund may
not: "Acquire more than 10% of the voting securities of any issuer." Therefore,
the Fund may not currently invest in more than 10% of the voting securities of
any one issuer under any circumstance. Absent the current policy, the 1940 Act
would permit the Fund to invest without regard to this limitation with respect
to 25% of its total assets and still qualify as a diversified fund. Shareholder
approval is required to change the fundamental policy to a non-fundamental
policy.
The Trustees and the Manager believe that there may be circumstances where
it would be beneficial for the Fund to acquire more than 10% of the voting
securities of an issuer. The Manager has advised the Trustees that the current
fundamental policy could prevent the Fund
10
<PAGE>
from investing in attractive investment opportunities which fit within the
Fund's investment objective. For example, the 10% limit may be unnecessarily
restrictive in the case of an issuer with particularly small market
capitalization. Accordingly, in order to provide the Fund with the maximum
flexibility permitted under relevant law, the Trustees recommend that
shareholders vote to make non-fundamental the Fund's fundamental investment
policy regarding investments in the voting securities of any one issuer. If
shareholders approve this proposal, the Trustees intend to amend the
non-fundamental policy to allow the Fund to invest up to 25% of its total
assets without regard to the 10% limitation. In contrast to the existing
fundamental policy, a non-fundamental investment policy may be amended or
eliminated by the Trustees without shareholder approval. However, the
Trustees may not adopt a policy which would allow the Fund to exceed the
investment limits imposed on "diversified" funds under the 1940 Act without
first obtaining shareholder approval to change the Fund's classification from
a "diversified" to a "non-diversified" fund.
In considering this proposal, shareholders should be aware that there
are various risks associated with permitting the Fund to own a higher
percentage of the voting securities of a single issuer. To the extent that
the Fund owns all or a major portion of the outstanding voting securities of
a particular issuer, under adverse market or economic conditions, or in the
event of adverse changes in the financial condition of the issuer, the
securities could become less liquid. Therefore, the Fund could find it
more difficult to sell such securities or to determine the fair market value
of such securities for purposes of computing the Fund's net asset value.
TRUSTEES RECOMMENDATION. The Trustees, including the Independent Trustees,
recommend that the shareholders vote FOR the proposal.
REQUIRED VOTE. Approval of this proposal will require the affirmative vote
of a "majority of the outstanding voting securities" of the Fund, which means
the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Fund, or (2) 67% or more of the shares of the Fund present at the
Special Meeting if more than 50% of the Fund's outstanding shares are present at
the meeting in person or by proxy. IF THE SHAREHOLDERS OF THE FUND DO NOT
APPROVE THE PROPOSAL, THE FUNDAMENTAL POLICY WILL REMAIN IN EFFECT AND THE
TRUSTEES WILL TAKE SUCH FURTHER ACTION AS THEY DEEM TO BE IN THE BEST INTERESTS
OF THE SHAREHOLDERS OF THE FUND.
III. OTHER INFORMATION
THE MANAGER. The Manager is registered as an investment adviser under the
Investment Advisers Act of 1940 and provides investment advisory services to
each series of the Trust as well as to a number of institutional investors and
accounts. The Manager's institutional accounts may invest in the Fund and other
series of the Trust.
The Manager is a California limited partnership organized in 1985 with
three general partners, Barr M. Rosenberg, Marlis S. Fritz and Kenneth Reid, and
one limited partner, Rosenberg Alpha L.P., a California limited partnership
organized in 1985. The address of Rosenberg Alpha L.P. is 12 El Sueno, Orinda,
CA 94563. Information concerning the principal executive officer and each
general partner of the Manager is set forth below.
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Name and Address Position with Manager Principal Occupation
- ---------------- --------------------- ---------------------
Barr M. Rosenberg Managing General Partner Position with Manager
12 El Sueno and Chief Investment
Orinda, CA 94563 Officer
Marlis S. Fritz General Partner and Position with Manager
3515 Washington Street Director of Marketing
San Francisco, CA 94118
Kenneth Reid General Partner and Position with Manager
178 Estates Drive Director of Research
Piedmont, CA 95611
Rosenberg Alpha L.P. has two general partners, Barr M. Rosenberg and June
D. Rosenberg, and one limited partner, Harold L. Arbit. The address of Ms.
Rosenberg is 12 El Sueno, Orinda, CA 94563 and of Mr. Arbit is 835 Chiltern
Road, Hillsborough, CA 94010.
In addition to their respective positions with the Manager, Mr. Rosenberg
is a Trustee of the Trust, Mr. Reid is the President and a Trustee of the Trust
and Ms. Fritz is the Vice President and a Trustee of the Trust. Also, Carolyn
Demler is the Clerk of the Trust and the Administrative Coordinator of the
Manager and Po-Len Hew is the Treasurer of the Trust and the Accounting Manager
of the Manger.
Messrs. Rosenberg, Reid and Hew and Ms. Fritz and Demler, each being a
general partner, officer or employee of the Manager, benefit from the management
fees paid by the Fund to the Manager and, accordingly, may have an interest in
the approval of the Proposed Agreement. However, these persons do not receive
any direct compensation from the Fund or the Trust.
THE ADMINISTRATOR. Furman Selz LLC, a Delaware limited liability company
("Furman Selz"), serves as the Trust's administrator and generally assists the
Fund in all aspects of its administration and operation. The address of Furman
Selz is 230 Park Avenue, New York, New York 10169. As compensation for its
administrative services on behalf of the Fund, Furman Selz receives a monthly
fee based upon an annual rate of 0.15% of the Fund's average daily net assets.
Furman Selz did not begin to serve as the Trust's administrator until May of
1996 and received no compensation from the Fund or the Trust during the fiscal
year ended March 31, 1996.
SOLICITATION OF PROXIES. In addition to solicitation of proxies by mail,
the Trustees and officers of the Trust and officers and employees of the
Manager, affiliates of the Manager, or other representatives of the Trust may
also solicit proxies by telephone or telegraph or in person.
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QUORUM AND METHODS OF TABULATION. In accordance with the Trust's Agreement
and Declaration of Trust, except when a larger quorum is required by law, 40% of
the shares of the Fund entitled to vote (present in person or represented by
proxy) constitutes a quorum for the transaction of business at the Special
Meeting. Votes cast by proxy or in person at the Special Meeting will be
counted by a person appointed by the Trust as a teller (the "Teller") for the
Meeting.
The Teller will count the total number of votes cast "FOR" approval of the
proposals for purposes of determining whether sufficient affirmative votes have
been cast. The Teller will count shares represented by proxies that reflect
abstentions for purposes of determining the presence of a quorum. With respect
to all proposals, abstentions have the effect of negative votes on the proposal.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders and the Trust does not currently intend to
hold such a meeting for holders of existing classes of shares in 1996 or 1997.
Shareholder proposals for inclusion in the Trust's proxy statement for any
subsequent meeting must be received by the Trust within a reasonable period of
time prior to any such meeting.
ADJOURNMENT. In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of Special Meeting of Shareholders are not
received by the time scheduled for the meeting, the persons named as proxies may
propose one or more adjournments of the meeting for a reasonable time (up to 90
days) after the date set for the original meeting without further notice to
permit further solicitation of proxies with respect to any of such proposals.
In addition, if, in the judgment of the persons named as proxies, it is
advisable to defer action on one or more proposals but not all proposals, the
persons named as proxies may propose one or more adjournments of the meeting for
a reasonable time in order to defer action on such proposals as they deem
advisable. Any such adjournments will require the affirmative vote of a
majority of the votes properly cast on the question, whether or not a quorum is
present, as required by the Trust's Agreement and Declaration of Trust. The
persons named as proxies will vote in favor of such adjournment those proxies
which they are entitled to vote in favor of such proposals. They will vote
against any such adjournment those proxies required to be voted against any of
such proposals. The cost of any such additional solicitation and of any
adjourned session will be borne by the Fund. However, as described above, the
Manager has voluntarily undertaken to reduce its management fee and to bear
certain expenses with respect to the Fund until further notice to the extent
that the Fund's total annual operating expenses (including the management fee
but excluding brokerage commissions, transfer taxes and extraordinary items)
would otherwise exceed 0.90% of the Fund's average daily net assets. As a
result, the costs of any additional solicitation may in effect be borne by the
Manager. Any proposals for which sufficient favorable votes have been received
by the time of the Special Meeting will be acted upon and such action will be
final regardless of whether the meeting is adjourned to permit additional
solicitation with respect to any other proposal.
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OTHER MATTERS. The Trustees are not aware of any other matters that are
expected to arise at the Special Meeting. However, if any other matters
properly come before the Special Meeting, it is the Trustees' intention that
proxies that do not contain specific instructions to the contrary will be voted
on such matters in accordance with the judgment of the persons named as proxies
in the enclosed form of proxy.
FURTHER INFORMATION CONCERNING THE FUND IS CONTAINED IN ITS MOST RECENT
ANNUAL REPORT TO SHAREHOLDERS, WHICH MAY BE OBTAINED FREE OF CHARGE BY WRITING
TO ROSENBERG SERIES TRUST, 237 PARK AVENUE, SUITE 910, NEW YORK, NY 10017 OR BY
TELEPHONING 1-800-447-3332.
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APPENDIX A
MANAGEMENT CONTRACT
Management Contract executed as of ______, 1996, between BARR Rosenberg
SERIES TRUST, a Massachusetts business trust (the "Trust"), on behalf of its
U.S. Small Capitalization Series (the "Fund"), and Rosenberg Institutional
Equity Management, a California limited partnership (the "Manager").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.
(a) Subject always to the control of the Trustees of the Trust and to
such policies as the Trustees may determine, the Manager will, at its
expense, (i) furnish continuously an investment program for the Fund and
will make investment decisions on behalf of the Fund and place all orders
for the purchase and sale of its portfolio securities and (ii) furnish
office space and equipment, provide bookkeeping and clerical services
(excluding determination of net asset value, shareholder accounting
services and the fund accounting services for the Fund being supplied by
State Street Bank and Trust Company) and pay all salaries, fees and
expenses of officers and Trustees of the Trust who are affiliated with the
Manager. In the performance of its duties, the Manager will comply with
the provisions of the Agreement and Declaration of Trust and By-laws of the
Trust and the Fund's stated investment objective, policies and
restrictions.
(b) In placing orders for the portfolio transactions of the Fund, the
Manager will seek the best price and execution available, except to the
extent it may be permitted to pay higher brokerage commissions for
brokerage and research services as described below. In using its best
efforts to obtain for the Fund the most favorable price and execution
available, the Manager shall consider all factors it deems relevant,
including, without limitation, the overall net economic BENEFIT to the Fund
(involving price paid or received and any commissions and other costs
paid), the efficiency with which the transaction is effected, the ability
to effect the transaction at all where a large block is involved,
availability of the broker to stand ready to execute possibly difficult
transactions in the future and financial strength and stability of the
broker. Subject to such policies as the Trustees may determine, the
Manager shall not be deemed to have acted unlawfully or to have breached
any duty created by this Contract or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer that provides brokerage
and research services to the Manager an amount of commission for effecting
<PAGE>
a portfolio investment transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction,
if the Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that
particular transaction or the Manager's overall responsibilities with
respect to the Trust and to other clients of the Manager as to which the
Manager exercises investment discretion.
(c) The Manager shall not be obligated under this agreement to pay
any expenses of or for the Trust or of or for the Fund not expressly
assumed by the Manager pursuant to this Section 1 other than as provided in
Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Manager, and in any person
controlled by or under common control with the Manager, and that the Manager and
any person controlled by or under common control with the Manager may have an
interest in the Trust. It is also understood that the Manager and persons
controlled by or under common control with the Manager have and may have
advisory, management service, distribution or other contracts with other
organizations and persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER.
The Trust, on behalf of the Fund, will pay to the Manager as compensation
for the Manager's services rendered, for the facilities furnished and for the
expenses borne by the Manager pursuant to Section 1, a fee, computed and paid
quarterly at the annual rate of 0.90% of the Fund's average daily net asset
value. Such average daily net asset value of the Fund shall be determined by
taking an average of all of the determinations of such net asset value during
such quarter at the close of business on each business day during such quarter
while this Contract is in effect. Such fee shall be payable for each quarter
within five (5) business days after the end of such quarter.
In the event that expenses of the Fund (including investment advisory fees
but excluding taxes, portfolio brokerage commissions and any distribution
expenses paid by the Fund pursuant to a distribution plan or otherwise) for any
fiscal year should exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any jurisdiction in which
shares of the Fund are qualified for offer and sale, the compensation due the
Manager for such fiscal year shall be reduced by the amount of such excess by
reduction or refund thereof. In the event that the expenses of the Fund exceed
any expense limitation that the Manager may, by written notice to the Trust,
voluntarily declare to be effective with respect to the Fund, subject to such
terms and conditions as the Manager may prescribe in such notice, the
compensation due the Manager shall be reduced, and, if
2
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necessary, the Manager shall bear the Fund's expenses to the extent required by
such expense limitation.
If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment is approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the Fund, and by the vote, cast in person
at a meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Trust who are not interested persons of the Trust or of the
Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall remain
in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by
not more than sixty days' written notice delivered or mailed by registered
mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Trust by majority vote or the
shareholders by the affirmative vote of a majority of the outstanding
shares of the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval, do
not specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate at the close of
business on the second anniversary of its execution, or upon the expiration
of one year from the effective date of the last such continuance, whichever
is later; provided, however, that if the continuance of this Contract is
submitted to the shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this Contract as provided
herein, the Manager may continue to serve hereunder in a manner consistent
with the Investment Company Act of 1940 and the rules and regulations
thereunder.
Action by the Trust under (a) above may be taken either (i) by vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 shall be without
the payment of any penalty.
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6. CERTAIN DEFINITIONS.
FOR the purposes of this Contract, the "affirmative vote of a majority of
the outstanding shares" of the Fund means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of the
shares of the Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the rules and
regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; and the phrase
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940 and the rules and regulations
thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.
8. THE NAMES "ROSENBERG" OR "BARR ROSENBERG".
The Manager owns the right to use the NAMES "Rosenberg" OR " BARR
ROSENBERG" in connection with investment-related SERVICES or products, and
such NAMES may be used by the Trust only with the consent of the Manager. The
Manager consents to the use by the Trust of the name "BARR ROSENBERG SERIES
TRUST" or to the use by the Trust of any other name embodying the NAMES
"Rosenberg" OR "BARR ROSENBERG", in such forms as the Manager shall in writing
approve, but only on condition and so long as (i) the Trust shall fully
perform, fulfill and comply with all provisions of this Contract expressed
herein to be performed, fulfilled or complied with by it. No such name shall be
used by the Trust at any time or in any place or for any purposes or under any
conditions except as in this section provided. The foregoing authorization by
the Manager to the Trust to use the NAMES "Rosenberg" OR "BARR ROSENBERG" as
part of a business or name is not exclusive of the right of the Manager itself
to use, or to authorize others to use, the same; the Trust acknowledges and
agrees that as between the Manager and the Trust, the Manager has the exclusive
right so to use, or to authorize others to use, said NAMES and the Trust
agrees to take such action as MAY reasonably be requested by the Manager to
give full effect to the provisions of this section (including, without
limitation, consenting to such use of said NAMES). Without limiting the
generality of the foregoing, the Trust agrees, on behalf of the Fund, that, upon
any termination of this Contract by either party or upon the violation of any of
its provisions
4
<PAGE>
by the Trust, the Trust will, at the request of the Manager made within six
months after the Manager has knowledge of such termination or violation, use its
best efforts to change the name of the Trust so as to eliminate all reference,
if any, to the NAMES "Rosenberg" OR "BARR ROSENBERG" and will not thereafter
transact any business in a name containing the NAMES "Rosenberg" OR "BARR
ROSENBERG" in any form or combination whatsoever, or designate itself as the
same entity as or successor to ANY entity of such name, or otherwise use the
NAMES "Rosenberg" OR "BARR ROSENBERG" or any other reference to the Manager.
Such covenants on the part of the Trust shall be binding upon it, its trustees,
officers, stockholders, creditors and all other persons claiming under or
through it.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding only upon the assets and property of the Fund.
5
<PAGE>
IN WITNESS WHEREOF, BARR Rosenberg SERIES TRUST, on behalf of its
U.S. Small Capitalization Series, and Rosenberg Institutional Equity Management
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.
BARR ROSENBERG SERIES TRUST , on behalf of its
U.S. Small Capitalization Series
By_______________________________
Title:
ROSENBERG INSTITUTIONAL EQUITY MANAGEMENT
By_______________________________
Title: General Partner
6
<PAGE>
ROSENBERG SERIES TRUST
SMALL CAPITALIZATION SERIES
Proxy for a Special Meeting of Shareholders, August 1, 1996
The undersigned hereby appoints Carolyn Demler and Richard Saalfeld, and
each of them separately, as proxies, with power of substitution to each, and
hereby authorizes them to represent and to vote, as designated below, at a
Special Meeting of Shareholders of the Small Capitalization Series (the "Fund"),
a series of Rosenberg Series Trust (the "Trust"), on August 1, 1996 at 10:00
a.m. California time, and at any adjournments thereof, all of the shares of the
Fund which the undersigned would be entitled to vote if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1., 2.A. AND 2.B.
PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS
ON THIS PROXY. If the shares are registered
in more than one name, each joint owner or
each fiduciary should sign personally. Only
authorized persons should sign for
corporations.
Dated:___________________________, 1996
__________________________________________
Signature
__________________________________________
Signature (if held jointly)
- --------------------------------------------------------------------------------
At their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting. The Trustees recommend a vote FOR all
proposals:
FOR AGAINST ABSTAIN
1. PROPOSAL TO APPROVE A NEW MANAGEMENT CONTRACT. / / / / / /
2. CHANGES TO INVESTMENT POLICIES.
A. PROPOSAL TO MAKE NON-FUNDAMENTAL AND AMEND
THE FUND'S FUNDAMENTAL INVESTMENT POLICY
RELATING TO INVESTMENTS IN ILLIQUID
SECURITIES, RESTRICTED SECURITIES
AND REPURCHASE AGREEMENTS. / / / / / /
B. PROPOSAL TO MAKE NON-FUNDAMENTAL AND AMEND
THE FUND'S FUNDAMENTAL INVESTMENT POLICY
RELATING TO INVESTMENTS IN THE SECURITIES
OF ANY ONE ISSUER. / / / / / /
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST. PLEASE SIGN THE
REVERSE SIDE OF THIS CARD. YOUR SIGNATURE ACKNOWLEDGES RECEIPT OF THE NOTICE
OF SPECIAL MEETING AND THE ACCOMPANYING PROXY STATEMENT.
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
